Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35817 | |
Entity Registrant Name | VYANT BIO, INC. | |
Entity Central Index Key | 0001349929 | |
Entity Tax Identification Number | 04-3462475 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2 Executive Campus | |
Entity Address, Address Line Two | 2370 State Route 70 | |
Entity Address, Address Line Three | Suite 310 | |
Entity Address, City or Town | Cherry Hill | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08002 | |
City Area Code | (201) | |
Local Phone Number | 479-8126 | |
Title of 12(b) Security | Common Stock, $0.0001 Par Value | |
Trading Symbol | VYNT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,985,814 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 33,074 | $ 792 |
Trade accounts and other receivables | 924 | 357 |
Inventory | 409 | 415 |
Prepaid expenses and other current assets | 2,134 | 223 |
Total current assets | 36,541 | 1,787 |
Non-current assets | ||
Goodwill | 22,164 | |
Intangible assets, net | 9,500 | |
Fixed assets, net | 1,347 | 1,031 |
Right-to-use assets, net | 1,170 | 1,095 |
Long-term prepaid expenses and other assets | 1,633 | 136 |
Total non-current assets | 35,814 | 2,262 |
Total assets | 72,355 | 4,049 |
Current liabilities: | ||
Accounts payable | 1,412 | 1,300 |
Accrued expenses | 3,400 | 162 |
Deferred revenue | 1,346 | 92 |
Income taxes payable | 360 | |
Obligations under operating leases, current portion | 647 | 486 |
Obligations under finance leases, current portion | 31 | |
Other current liabilities | 4 | 9 |
Other current liabilities - discontinued operations | 588 | |
Total current liabilities | 7,788 | 2,049 |
Obligations under operating leases, less current portion | 548 | 627 |
Obligations under finance leases, less current portion | 74 | |
Share-settlement obligation derivative | 1,690 | |
Accrued interest | 277 | |
Long-term debt | 57 | 6,839 |
Total liabilities | 8,467 | 11,482 |
Commitments and contingencies | ||
Temporary equity: | ||
Total temporary equity | 29,007 | |
Stockholders’ equity (deficit): | ||
Preferred stock, authorized 9,764 shares $0.0001 par value, none issued | ||
Common stock, authorized 100,000 shares, $0.0001 par value, 28,985 and 2,594 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 3 | |
Additional paid-in capital | 109,205 | 1,514 |
Accumulated deficit | (45,320) | (37,954) |
Total Stockholders’ equity (deficit) | 63,888 | (36,440) |
Total liabilities and Stockholders’ equity | 72,355 | 4,049 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity: | ||
Total temporary equity | 12,356 | |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity: | ||
Total temporary equity | 16,651 | |
Series C Convertible Preferred Stock [Member] | ||
Temporary equity: | ||
Total temporary equity |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Shares Authorized | 9,764,000 | 9,764,000 |
Preferred Stock, Par Value, Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 28,985,000 | 2,594,000 |
Common Stock, Shares, Outstanding | 28,985,000 | 2,594,000 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 4,700,000 | |
Temporary equity, shares outstanding | 0 | 4,611,587 |
Temporary equity, shares issued | 0 | 4,612,000 |
Temporary equity, liquidation value | $ 0 | $ 11,732 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | |
Temporary equity, shares authorized | 4,700,000 | |
Temporary equity, shares outstanding | 0 | 3,489,470 |
Temporary equity, liquidation value | $ 0 | $ 15,707 |
Series C Convertible Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 2,000,000,000 | 2,000,000,000 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, liquidation value | $ 0 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 222 | $ 168 |
Operating costs and expenses: | ||
Research and development | 820 | 1,009 |
Selling, general and administrative | 1,216 | 833 |
Merger related costs | 2,145 | |
Total operating costs and expenses | 4,666 | 2,140 |
Loss from operations | (4,444) | (1,972) |
Other (expense) income: | ||
Change in fair value of warrant liability | 214 | |
Change in fair value of share-settlement obligation derivative | (250) | |
Loss on debt conversions | (2,518) | |
Interest expense | (368) | (1) |
Total other (expense) income | (2,922) | (1) |
Loss before income taxes | (7,366) | (1,973) |
Income tax expense (benefit) | ||
Net loss | $ (7,366) | $ (1,973) |
Net loss per common share: | ||
Net loss per share attributable to common stock - Basic and Diluted | $ (2.31) | $ (0.80) |
Weighted average shares outstanding: | ||
Weighted average common shares outstanding - Basic and Diluted | 3,184,106 | 2,460,463 |
Product [Member] | ||
Revenues: | ||
Total revenues | $ 116 | $ 136 |
Operating costs and expenses: | ||
Cost of goods sold | 89 | 132 |
Service [Member] | ||
Revenues: | ||
Total revenues | 106 | 32 |
Operating costs and expenses: | ||
Cost of goods sold | $ 396 | $ 166 |
Consolidated Statements of Temp
Consolidated Statements of Temporary Equity Common Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Temporary Equity [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 12,356 | $ 18,045 | $ 30,041 | $ 1,047 | $ 29,304 | $ 28,257 | ||
Balance, shares at Dec. 31, 2019 | 4,612 | 3,735 | 2,456 | |||||
Stock-based compensation | 42 | 42 | ||||||
Issuance of shares for services | $ 30 | 30 | ||||||
Issuance of shares for services, shares | 5 | |||||||
Exercise of stock options | 23 | 23 | ||||||
Exercise of stock options, shares | 12 | |||||||
Conversion of Preferred Stock to Common Stock upon Merger | ||||||||
Issuance of Series B Convertible Preferred shares, net of issuance costs of $41 | $ 1,269 | 1,269 | ||||||
Issuance of Series B Convertible Preferred shares, net of issuance costs of $41, shares | 236 | |||||||
Net loss | (1,973) | (1,973) | ||||||
Ending balance, value at Mar. 31, 2020 | $ 12,356 | $ 19,344 | 31,700 | 1,112 | (31,277) | (30,165) | ||
Balance, shares at Mar. 31, 2020 | 4,612 | 3,976 | 2,468 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 12,356 | $ 18,045 | 30,041 | 1,047 | 29,304 | 28,257 | ||
Balance, shares at Dec. 31, 2019 | 4,612 | 3,735 | 2,456 | |||||
Ending balance, value at Dec. 31, 2020 | $ 12,356 | $ 16,651 | 29,007 | 1,514 | 37,954 | 36,440 | ||
Balance, shares at Dec. 31, 2020 | 4,612 | 3,489 | 2,594 | |||||
Stock-based compensation | 366 | 366 | ||||||
Issuance of shares for services, shares | ||||||||
Exercise of stock options | 4 | 4 | ||||||
Exercise of stock options, shares | ||||||||
Issuance of Series C Convertible Preferred shares, net of issuance costs of $214 | $ 1,786 | 1,786 | ||||||
Issuance of Series C Convertible Preferred shares, net of issuance costs of $214, shares | 567 | |||||||
Issuance of Common Stock for acquisition consideration | $ 2 | 59,918 | 59,920 | |||||
Issuance of Common Stock for acquisition consideration, shares | 11,007 | |||||||
Issuance of Incremental shares to StemoniX shareholders upon Merger | ||||||||
Issuance of Incremental shares to StemoniX shareholders upon Merger, shares | 805 | |||||||
Conversion of Preferred Stock to Common Stock upon Merger | $ (12,356) | $ (16,651) | $ (1,786) | (30,793) | $ 1 | 30,792 | 30,793 | |
Conversion of Preferred Stock to Common Stock upon Merger, shares | (4,612) | (3,489) | (567) | 11,197 | ||||
Conversion of 2020 Notes to Common Stock upon Merger | 16,190 | 16,190 | ||||||
Conversion of 2020 Notes to Common Stock upon Merger, shares | 3,339 | |||||||
Preferred stock warrant settled for Common Stock upon Merger | ||||||||
Conversion of 2020 Notes to Common Stock upon Merger, shares | 43 | |||||||
Issuance of Series B Convertible Preferred shares, net of issuance costs of $41 | ||||||||
Issuance of Series B Convertible Preferred shares, net of issuance costs of $41, shares | ||||||||
Warrant liability reclassified to equity upon Merger | 421 | 421 | ||||||
Net loss | (7,366) | (7,366) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 3 | $ 109,205 | $ (45,320) | $ 63,888 | ||||
Balance, shares at Mar. 31, 2021 | 28,985 |
Consolidated Statements of Te_2
Consolidated Statements of Temporary Equity Common Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Series C Preferred Stock [Member] | ||
Payments of Stock Issuance Costs | $ 214 | |
Series B Preferred Stock [Member] | ||
Payments of Stock Issuance Costs | $ 41 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (7,366) | $ (1,973) |
Reconciliation of net loss to net cash used in operating activities: | ||
Stock-based compensation | 366 | 72 |
Amortization of operating lease right-of-use assets | 117 | 120 |
Depreciation and amortization expense | 126 | 145 |
Change in fair value of share-settlement obligation derivative | 250 | |
Change in fair value of warrant liability | (214) | |
Change in fair value of 2020 Convertible Note with fair value election | 4 | |
Accretion of debt discount | 173 | |
Loss on conversion of debt | 2,518 | |
Changes in operating assets and liabilities net of impacts of business combination: | ||
Trade accounts and other receivables | 138 | (39) |
Inventory | 6 | (69) |
Prepaid expenses and other current assets | (110) | 201 |
Accounts payable | (727) | 247 |
Obligations under operating leases | (117) | (122) |
Accrued expenses and other current liabilities | 251 | (117) |
Net cash used in operating activities | (4,585) | (1,535) |
Cash Flows from Investing Activities: | ||
Equipment purchases | (26) | |
Cash acquired from acquisition | 30,163 | |
Net cash provided by investing activities | 30,137 | |
Cash Flows from Financing Activities: | ||
Issuance of common stock | 4 | 23 |
Issuance of Series B Preferred stock, net of issuance costs | 1,269 | |
Issuance of Series C Preferred Stock, net of issuance costs | 1,786 | |
Convertible note proceeds | 5,022 | |
Principal payments on long-term debt | (82) | |
Proceeds from related party note | 25 | |
Principal payments on obligations under finance leases | (19) | |
Net cash provided by financing activities | 6,730 | 1,298 |
Net increase (decrease) in cash and cash equivalents | 32,282 | (237) |
Cash and cash equivalents, and restricted cash beginning of the period | 792 | 315 |
Cash and cash equivalents, and restricted cash end of the period | 33,074 | 78 |
Cash and cash equivalents | 32,337 | 78 |
Restricted cash | 737 | |
Total cash and cash equivalents and restricted cash | 33,074 | 78 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2 | |
Non-cash investing activities: | ||
Fair value of non-Cash merger consideration | 59,920 | |
Non-cash financing activities: | ||
Conversion of Preferred Stock to Common Stock upon Merger | 30,793 | |
Conversion of 2020 Convertible Notes and Accrued Interest to Common Stock upon Merger | 16,190 | |
Reclass warrant liability to equity upon Merger | $ 421 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Vyant Bio, Inc. (“Vyant” or “the Company”) is an innovative biotechnology company focused on partnering with pharmaceutical and other biotechnology companies to identify novel and repurposed therapeutics through the integration of human-derived biology with data science technologies and Investigational New Drug (“IND”) The Company has two wholly-owned operating vivo (“ vivo vivo In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), the Company has omitted footnote disclosures that would substantially duplicate the disclosures contained in the audited consolidated financial statements of the Company. These unaudited condensed consolidated financial statements should be read together with the audited financial statements of StemoniX, Inc. for the year ended December 31, 2020, and notes thereto included in the Company’s April 5, 2021 Form 8-K report as filed with the SEC. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments, consisting solely of those which are of a normal recurring nature, necessary to present fairly its financial position as of March 31, 2021 and On March 11, 2020, the StemoniX. Revenues continued in the first half of 2020 as signed contracts were already in place. Revenues at historical Vyant Bio, began to slow in the second half of 2020 as fewer contracts were signed due to COVID 19 and the studies related to contracts signed pre COVID-19 were completed. The Company is actively monitoring the impact of the COVID-19 pandemic on its business, results of operations and financial condition. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition in the future is unknown at this time and will depend on future developments that are highly unpredictable. Dollar amounts in tables are stated in thousands of US dollars. |
Cancer Genetics, Inc. Merger
Cancer Genetics, Inc. Merger | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Cancer Genetics, Inc. Merger | Note 2. Cancer Genetics, Inc. Merger The Company formerly (the Merger, 17,977,544 shares of VYNT common stock, par value $ 0.0001 per share (the “Common Stock”) to the holders of StemoniX capital stock (after giving effect to the conversion of all StemoniX preferred shares and StemoniX 2020 Convertible Notes) and StemoniX warrants (which does not include a certain warrant (the “Investor Warrant”) issued to a certain StemoniX convertible note holder (the “Major Investor”)), (ii) options to purchase an aggregate of 891,780 shares of Common Stock to the holders of StemoniX options with exercise prices ranging from $ 0.66 to $ 4.61 per share and a weighted average exercise price of $ 1.46 per share, and (iii) a warrant (the “Major Investor Warrant”) to the Major Investor, expiring February 23, 2026 to purchase 143,890 shares of Common Stock at a price of $ 5.9059 per share in exchange of the Investor Warrant. The Merger was accounted for as a reverse acquisition with StemoniX being the accounting acquirer of CGI using the acquisition method of accounting. Under acquisition accounting, the assets and liabilities (including executory contracts, commitments and other obligations) of CGI, as of March 30, 2021, the effective time of the Merger were recorded at their respective fair values and added to those of StemoniX. Any excess of purchase price consideration over the fair values of the identifiable net assets is recorded as goodwill. Total consideration paid by StemoniX in the Merger amounted to $ 59.9 CGI’s 11,007,186 50.74 2,157,686 9.04 55,907 139 804,711 Merger Agreement. StemoniX and CGI incurred $ 2.145 consolidated 1.44 63 1.0 The following details the preliminary allocation of the purchase price consideration: Schedule of Preliminary Allocation of the Purchase Price Consideration 2021 Assets acquired: Cash and equivalents $ 30,163 Accounts receivable 705 Other current 806 Intangible assets 9,500 Fixed assets 416 Goodwill 22,164 Long-term prepaid expenses and other 1,381 Total assets acquired $ 65,135 Liabilities assumed: Accounts payable and accrued expenses $ 3,258 Obligation under operating lease 198 Obligation under finance lease 106 Deferred revenue 1,293 Income taxes payable 360 Total liabilities assumed $ 5,215 Net assets acquired: $ 59,920 We have completed preliminary valuation analyses necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions; however, the amounts shown above are preliminary in nature and are subject to adjustment, including income tax related amounts, as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities, including, but not limited to, intangible assets and property and equipment and their respective estimated useful lives, that may also give rise to material increases or decreases in the amounts of depreciation and amortization expense. The final determination of the fair values and related income tax impacts will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined. The Company has also not yet completed its fair value analysis for a number of items including the vivo The Company recognized intangible assets related to the Merger, which consist of the tradename valued at $ 1.5 ten years 8.0 ten years 1.0% Key assumptions in this analysis included an estimated 10% annual customer attrition rate based on historical vivoPharm operations, a blended U.S. federal, state and Australian income tax rate of 27.1%, a present value factor of 8.5% as well as revenue, cost of revenue and operating expense assumptions regarding the future growth, operating expenses, including corporate overhead charges, and required capital investments. These intangible assets are classified as Level 3 measurements within the fair value hierarchy. The following presents Schedule of Unaudited Pro Forma Combined Financial Information March 31, 2021 March 31, 2020 For the three months ended March 31, 2021 March 31, 2020 Total revenues: $ 1,841 $ 1,594 Net loss $ (6,495 ) $ (3,152 ) Pro forma loss per common share, basic and diluted $ (.21 ) $ (.11 ) Pro forma weighted average number of common shares outstanding, basic and diluted 28,985 28,847 The pro forma combined results of operations are not necessarily indicative of the results of operations that actually would have occurred had the Merger been completed as of January 1, 2020, nor are they necessarily indicative of future consolidated results. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3. Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include estimated transaction price, including variable consideration, of the Company’s revenue contracts; the value of intangible assets arising from the Merger, the useful lives of fixed assets; the valuation of derivatives and one 2020 Convertible Note accounted for under the fair-value election; deferred tax assets, inventory, right-of-use assets and lease liabilities, stock-based compensation, income tax uncertainties, and other contingencies. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Vyant Bio, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. Reclassification As a result of the Merger, the Company has reclassified $ 92 Foreign currency The Company translates the financial statements of its foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than the entity’s functional currency are included within the consolidated statements operations Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. Substantially all of the Company’s assets are maintained in the United States and, effective with the Merger, Australia. The Company views its operations and has managed its business as one segment. Risks and Uncertainties The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks, including the potential risk of business failure. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents at March 31, 2021 is $ 738 Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to consider current market conditions and the Company’s customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts monthly. No allowance was recorded as of March 31, 2021 or December 31, 2020. Write-offs for the three months ended March 31, 2021 and 2020 were not significant. The Company does not have any off-balance-sheet credit exposure related to its customers. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company places cash and cash equivalents in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. As of March 31, 2021 and December 31, 2020, two and three customers, respectively, represented 10% or more of the Company’s total trade accounts receivable. In the aggregate, these customers represented 56 73 439 131 Inventory Inventory is stated at the lower of cost or net realizable value, with cost being determined on a first-in first-out basis. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventory. Costs associated with the underutilization of capacity are expensed to Cost of goods sold - products as incurred. Inventory is adjusted for excess and obsolete amounts. Evaluation of excess inventory includes items such as inventory levels, anticipated usage, and customer demand, among others. Prepaid Assets and Other Assets The Company was contractually liable for Directors and Officers tail insurance policies as of March 31, 2021 in the amount of $ 1.35 225 1.1 1.3 1.53 1.12 2.65 Revenue Recognition The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and transfers control of the product to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a product to a customer, which is generally upon shipment as the customer has the ability to direct the use and obtain the benefit of the product. Prior to the Merger, the Company’s primary sources of revenue are product sales from the sale of microOrgan® plates and the performance of preclinical drug testing services using the microOrgan technology. Subsequent to the Merger, vivo For product contracts, revenue is recognized at a point-in-time upon delivery to the customer. Product contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 90 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contacts typically do not contain variable consideration as the contracts include stated prices. The Company provides assurance-type warranties on all of its products, which are not separate performance obligations. For service contracts, revenue is recognized over time and is generally defined pursuant to an enforceable right to payment for performance completed on service projects for which the Company has no alternative use as customer furnished compounds are added to Company plates for testing. The Company does not obtain control of the customer furnished compounds as the Company does not have the ability to direct the use. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract (cost-to-cost method). Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials and overhead. Some contracts offer price discounts after a specified volume has been purchased. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. If the option provides a material right to the customer, revenue is allocated to these rights and deferred; subsequently the revenue is recognized when those future goods or services are transferred, or when the option expires. Contract assets primarily represent revenue earnings over time that are not yet billable based on the terms of the contracts. Contract liabilities consist of fees invoiced or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. The Company records all amounts collected for shipping as revenue. Amounts collected from customers for sales tax are recorded in sales net of amounts paid to related taxing authorities. Contract assets were $ 85 32 1.35 92 Remaining performance obligations as of March 31, 2021 are expected to be recognized as revenue in the next twelve months. Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the consolidated balance sheets consolidated balance Warrants Except as noted in the next paragraph, the Company accounts for its preferred stock warrants issued to non-employees in equity as issuance costs, as the warrants were issued as vested share-based payment compensation to nonemployees. The Company issued a warrant during first quarter of 2021 that contained an indexation feature not indexed to the Company’s stock resulting in this warrant being accounted for as a derivative. Derivative warrants are recorded as liabilities in the accompanying consolidated balance sheets. the finalized Net Loss Per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted-average number of shares of common shares outstanding during the period increased to include the number of additional common shares that would have been outstanding if the potentially dilutive securities had been issued, using the treasury-stock method. As the Company incurred losses for all periods presented, potentially dilutive securities have been excluded from fully diluted loss per share as their impact is anti-dilutive and would reduce the loss per share. Convertible Notes The Company accounts for convertible notes using an amortized cost model. Debt issuance costs and the initial fair value of bifurcated compound derivatives reduce the initial carrying amount of the convertible notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets Fair Value Option The Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings. The Company elected to account for the to the Major Investor Intangible Assets Intangible assets consist of Vyant’s customer relationships tradename, ten years Fixed Assets The Company’s purchased fixed assets are stated at cost. Fixed assets under finance leases are stated at the present value of minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful life of equipment is five years Long-lived assets, such as fixed assets subject to depreciation, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. As of March 31, 2021 and December 31, 2020, the Company determined that there were no indicators of impairment and did not recognize any fixed asset impairment. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and appraisals, as considered necessary. Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. No impairment losses were recognized during the quarters ended March 31, 2021 and 2020. Leases The Company leases office space, laboratory facilities, and equipment. The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component. Therefore, the lease payments used to measure the lease liability includes all of the fixed consideration in the contract. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The Company discounts its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses the interest rate it pays on its non-collateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. The lease term for all of the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Research and Development and Advertising Costs Research and development as well as advertising costs are expensed as incurred. Research and development costs primarily consist of personnel costs, including salaries and benefits, lab materials and supplies, and overhead allocation consisting of various support and facility related costs. Research and development costs amounted to $ 820 1.0 8 12 Stock Option Plan The Company recognizes all employee stock-based compensation as a cost in the financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model and accounts for forfeitures as they occur. Excess tax benefits of awards related to stock option exercises are recognized as an income tax benefit in the consolidated consolidated Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Discontinued Operations Prior to the Merger, CGI entered into asset purchases agreements whereby CGI sold all assets related to its BioPharma and Clinical businesses. CGI classified the disposals as discontinuing operations. As of the date of the Merger, $588 thousand of liabilities relating to these businesses are classified as other current liabilities – discontinued operations on the Company’s consolidated sheets. Valuation of Business Combination The Company allocates the consideration of a business acquisition to the assets we acquire and liabilities we assume based on their fair values at the date of acquisition, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates to goodwill any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Transaction costs associated with a business combination are expensed as incurred and recorded as merger related costs. Recently Issued Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, I ncome Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4. Inventory The Company’s inventory consists of the following: Schedule of Inventory March 31, 2021 December 31, 2020 Finished goods $ 18 $ 40 Work in process 146 121 Raw materials 245 254 Total inventory $ 409 $ 415 |
Fixed assets
Fixed assets | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets | Note 5. Fixed assets Presented in the table below are the major classes of fixed assets by category: Schedule of Fixed Assets March 31, 2021 December 31, 2020 Equipment $ 2,647 $ 2,212 Furniture and fixtures $ 7 $ - Leasehold improvements 240 240 2,894 2,452 Less accumulated depreciation 1,547 1,421 $ 1,347 $ 1,031 Depreciation expense recognized during the three months ended March 31, 2021 and 2020 was $ 126 145 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Leases | Note 6. Leases The Company leases its laboratory, research and administrative office space under various operating leases. In March 2021, the Company recorded $ 198 The components of operating and finance lease expense for the three-month periods ended March 31, are as follows: Schedule of Components of Operating and Finance Lease Expense 2021 2020 Operating lease cost $ 107 $ 148 Finance lease cost: Depreciation of ROU assets - 18 Interest on lease liabilities - 2 Total finance lease cost - 20 Variable lease costs - - Short-term lease costs - - Total lease cost $ 107 $ 168 Amounts reported in the consolidated Schedule of Amounts Reported in the Consolidated Balance Sheet 2021 2020 Operating leases: Operating lease ROU assets, net $ 1,170 $ 1,095 Operating lease current liabilities 647 486 Operating lease long-term liabilities 548 627 Total operating lease liabilities 1,195 1,113 Finance Leases: Equipment 176 289 Accumulated depreciation - 289 Finance leases, net 176 - Current installment obligations under finance leases 31 - Long-term portion of obligations under finance leases 74 - Total finance lease liabilities $ 105 $ - Other information related to leases for the three-month periods ended March 31, are as follows: Schedule of Cash Flow Supplemental Information 2021 2020 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 117 $ 122 Financing cash flow from finance leases - 19 ROU assets obtained in exchange for lease obligations: Operating leases $ 198 $ - Finance leases 176 - Weighted average remaining lease term: Operating leases 5.65 2.18 years Finance leases - 1 year Weighted average discount rate: Operating leases 9.6% 10% Finance leases 8 10% Annual payments of lease liabilities under noncancelable leases as of March 31, 2021 are as follows: Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases 2021 Operating leases Remainder of $ 610 2022 229 2023 130 2024 128 2025 131 Thereafter 213 Total undiscounted lease payments 1,441 Less: Imputed interest 246 Total lease liabilities $ 1,195 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets include, among others, capitalized research and development costs, net operating loss carryforwards and research and development tax credit carryforwards. Deferred tax assets are partially offset by deferred tax liabilities arising from intangibles, fixed assets and lease assets. Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain based on the Company’s history of losses. Accordingly, the Company’s net deferred tax assets have been fully offset by a valuation allowance. Utilization of net operating loss and credit carryforwards may be subject to substantial annual limitation due to ownership change provisions of Section 382 of the Internal Revenue Code, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. As of both March 31, 2021 and December 31, 2020, the Company’s liability for gross unrecognized tax benefits (excluding interest and penalties) totaled $ 151 0 $ 0 0 arising from the Merger. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 8. Long-Term Debt Long-term debt consists of the following: Schedule of Long-term Debt March 31, 2021 December 31, 2020 Department of Employment and Economic Development loan $ - $ 83 Economic Injury Disaster Loan 57 57 8% 2020 Convertible Notes, $7,651 face amount, due July 2022 - 7,651 Total long-term debt before debt issuance costs and debt discount 57 7,791 Less: current portion of long-term debt - - Less: debt discount (net of accretion of $0 and $235, respectively) - (952 ) Total long-term debt $ 57 $ 6,839 Future annual principal repayments due on the long-term debt as of March 31, 2021 are as follows: Schedule of Future Annual Principal Repayments Due on Long-term Debt Year ending December 31st, Amount Remainder of 2021 $ - 2022 - 2023 1 2024 1 2025 1 2026 1 Thereafter 53 Total $ 57 2020 Convertible Notes Effective February 8, 2021 the Company’s shareholders and 2020 Convertible Note holders approved amendments to the 2020 Convertible Notes to allow for the issuance of up to $ 10.0 million in 2020 Convertible Notes for cash (plus up to approximately $ 3.9 million of 2020 Convertible Notes in exchange for the cancellation of Series B Preferred stock) as well as modifications to the financing’s terms for any 2020 Convertible Noteholder that invested at least $ 3.0 million of cash since May 4, 2020 in the offering (a “Major Investor”). As of March 12, 2021, the 10.0 million 2020 Convertible Note offering. The Company raised approximately $ 5.0 million from the sale of 2020 Convertible Notes from January 1, 2021 through March 12, 2021 of which approximately $ 3.9 million were to related parties, including former StemoniX Board members as well as a more than 5% owner of Series B Preferred stock. For any Major Investor, the modified terms provide for a fixed conversion discount on the 2020 Convertible Notes of 20% and a common stock warrant equal to 20% of the amount invested in all 2020 Convertible Notes by such Major Investor divided by the weighted average share price of the Common Stock over the five trading days prior to the closing of the Merger. One 2020 Convertible Note holder that had previously invested $ 1.25 million in the offering invested an additional $ 3.0 million on February 23, 2021 and upon the Merger received a warrant to purchase 143,890 shares of the Company’s common stock at an exercise price of $ 5.9059 per share (the “Major Investor Warrant”). At the time of the Merger, the outstanding principal of the 2020 Convertible Notes of approximately $ 12.7 million plus accrued interest of $ 468 thousand were exchanged for 3,338,944 shares of the Company’s common stock. In connection with this exchange, the Company recorded a debt 2.5 million in the first quarter of 2021. The weighted average interest rate on the 2020 notes during the three-month period ended March 31, 2021 was 18.22% . Payroll Protection Plan Loan In April 2020, the Company applied for and received a $ 730 10 730 Economic Injury Disaster Loan The Company applied for and received a $ 57 thousand Economic Injury Disaster Loan (“EIDL”) loan and a $ 10 thousand grant from the Small Business Administration in connection with the COVID-19 impact on the Company’s business. This loan bears interest at 3.75% and is repayable in monthly installments starting in June 2022 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9. Stockholders’ Equity Common Stock Holders of common stock are entitled to one vote per share, to receive dividends if and when declared, and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company. Preferred Stock Series A and B Preferred Stock As of December 31, 2020, the Company had 4,611,587 shares of Series A Preferred Stock (the “Series A Preferred”) 3,489,470 shares of Series B Preferred Stock (the “Series B”) issued and outstanding (collectively the “Preferred Stock”). The Company had classified the Preferred Stock as temporary equity in the consolidated balance sheets 5,973,509 and 4,524,171 shares of common stock, respectively, and t he related carrying value was reclassified to common stock and additional paid-in capital. During the first quarter of 2020, the Company sold 235,877 1.25 Series C Preferred Stock Effective March 15, 2021, the Company’s shareholders approved the Merger with Cancer Genetics and the authorization of $ 2.0 699,395 he related carrying value was reclassified to common stock and additional paid-in capital. Warrants Common Stock Warrant The Company issued the Investor Warrant on February 23, 2021. Effective with the Merger, the Investor Warrant was exchanged for a warrant to purchase 143,890 5.9059 214 421 In connection with the Merger, the Company assume d 2,157,686 common stock warrants issued in prior financings. A summary of all common stock warrants outstanding as of March 31, 2021 is as follows: Summary of All Common Stock Warrants Outstanding Exercise Price Outstanding Warrants Expiration 2020 Convertible Note $ 5.91 143,890 Feb 23, 2026 2021 Offering $ 3.50 1,624,140 Feb 10, 2026 - Aug 3, 2026 Advisory Fees $ 2.42 $ 7.59 492,894 Jan 9, 2024 - Oct 28, 2025 Debt $ 27.60 14,775 Mar 22, 2024 Offering $ 67.50 8,580 Nov 25, 2021 - Mar 14, 2022 Debt $ 450 9,185 Oct 17, 2022 - Dec 7 2022 Debt $ 300 8,112 Oct 17, 2022 Total 2,301,546 Preferred Stock Warrants In connection with the issuance of the Series A Convertible Preferred and Series B Convertible Preferred, the Company issued warrants (the “Series A Warrants” and “Series B Warrants”, respectively, and collectively, the “Preferred Warrants”) as compensation to non-employee placement agents. The Series A Warrants and Series B Warrants were issued on April 28, 2017 and May 18, 2019, respectively. The Company determined the Preferred Warrants should be classified as equity as they were issued as vested share-based payment compensation to nonemployees. The Preferred Warrants were recorded in stockholders’ equity at fair value upon issuance with no subsequent remeasurement. As part of the Merger, the Preferred Warrants were converted and settled for a total of 43,107 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10. Fair Value Measurements During the first quarter of 2021, the Company elected to account for the $ 3.0 the Major The fair value of the Company’s 2020 Convertible Note issued to the Major Investor is measured as the sum of the instrument’s parts, being the underlying debt instrument and the conversion feature. The conversion feature was valued using the probability weighted conversion price discount. The instrument provides the holder the right to convert the instrument into shares of Series B Preferred Stock at a 20% discount. Given the timing of the issuance of the instrument near the Merger date, management determined that there was a 99.5% probability of the holders converting the instrument to Company shares at a 20% discount. The Company valued the warrants issued with the 2020 Convertible Notes using a Black-Scholes-Merton model using the value of the underlying stock and exercise price of $ 2.01 0.59 86 5 years The Company’s 2020 Convertible Notes contain a share settled redemption feature (“Embedded Derivative”) that requires conversion at the lesser of specified discounts from qualified financing price per share or the fair value of the common stock at the time of conversion. The discount changes based on the passage of time between issuance of the convertible note and the conversion event. This feature is considered a derivative that requires bifurcation because it provides a specified premium to the holder of the note upon conversion. The Company measures the share-settlement obligation derivative at fair value based on significant inputs that are not observable in the market. This results in the liability classified as a Level 3 measurement within the fair value hierarchy. Upon the Merger, all of the Level 3 instruments were exchanged for Vyant Bio equity classified instruments. Prior to their exchange, all of these instruments were marked to their fair markets with corresponding changes recorded in the statement of operations in the first quarter of 2021. The following tables present changes in fair value of level 3 valued instruments as of and for the three months ended March 31, 2021: Schedule of Changes in Fair Value of Level 3 Valued Instruments 2020 Convertible Note Warrant Embedded Derivative Balance – January 1 $ - $ - $ 1,690 Additions 3,746 635 325 Measurement adjustments 4 (214 ) 250 Settlement (3,750 ) (421 ) (2,265 ) Balance – March 31 $ - $ - $ - There were no level 3 fair value instruments outstanding as of and for the three months ended March 31, 2020. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 11. Loss Per Share Basic loss per share is computed by dividing the net loss after tax attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is computed by including potentially dilutive securities outstanding during the period in the calculation of weighted average shares outstanding. The Company did not have any dilutive securities during the periods presented; therefore, diluted loss per share is equal to basic loss per share. Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted loss per share calculations for the quarters Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share 2021 2020 Net loss $ (7,366 ) $ (1,974 ) Basic and diluted weighted average shares outstanding 3,184,106 2,460,463 Net loss per shares attributable to common stockholder, basic and diluted $ (2.31 ) $ (0.80 ) The following securities were not included in the computation of diluted shares outstanding as of March 31, 2021 and 2020 because the effect would be anti-dilutive: Schedule of Computation of Diluted Shares Outstanding 2021 2020 Series A Preferred Stock - 4,611,587 Series B Preferred Stock - 3,976,364 Series A Warrants - 48,714 Series B Warrants - 9,943 Common Stock Warrants 2,301,576 - Stock options 2,268,543 478,610 Total 4,570,119 9,125,218 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation The Company has three legacy equity incentive plans: the Cancer Genetics, Inc. 2008 Stock Option Plan (the “2008 Plan”) and the Cancer Genetics Inc.2011 Equity Incentive Plan (the “2011 Plan”), and the StemoniX Inc. 2015 Stock Option Plan (the “2015 Plan”, and together with the 2008 Plan, and the 2011 Plan, the “ Frozen Stock Option Plans”). The Frozen Stock Option Plans as well as the 2021 Plan (as defined below) are meant to provide additional incentive to officers, employees and consultants to remain in the Company’s employment. Options granted are generally exercisable for up to 10 the Company is no longer able to issue options from the Frozen Stock Option Plans. Effective with the Merger, the Vyant Bio 2021 Equity Incentive Plan (the “2021 Plan”) came into effect, pursuant to which the Company’s Board of Directors may grant up to 4,500,000 1,151,500 78,090 8,676 25% one year from the grant date and thereafter equally over the next 36 months one year As StemoniX was the acquirer for accounting purposes, the pre-Merger vested stock options granted by CGI under the 2008 and 2011 Plans are deemed to have been exchanged for equity awards of the Company. For StemoniX stock options issued prior to the Merger, the expected volatility was estimated based on the average historical volatility of similar entities with publicly traded shares as StemoniX’s shares historically were not publicly traded and its shares rarely traded privately. After the Merger, the Company used Vyant’s historical volatility to determine the expected volatility of post-Merger option grants. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The Company uses a simplified method to determine the expected term for the valuation of employee options. This method effectively assumes that exercise occurs over the period from vesting until expiration, and therefore the expected term is the midpoint between the service period and the contractual term of the award. The simplified method is applicable to options with service conditions. For options granted to nonemployees, the contractual term is used for the valuation of the options. As of March 31, 2021, there were 3,261,734 Plan. March Schedule of Assumptions for Stock Option Grants 2021 Valuation assumptions Expected dividend yield 0.0% Expected volatility 119.0% – 123.0% Expected term (years) – simplified method 5.5 – 6.0 Risk-free interest rate 0.98% – 1.12% Stock option activity during the for the three-month periods ended March 31, 2021 and 2020 is as follows : Schedule of Stock Options Activity Number of Options Weighted average exercise price Weighted average remaining contractual term Balance as of January 1, 2020 509,173 $ 1.30 7.4 Granted - - Additional options grant StemoniX holders - - Options assumed in Merger - - Exercised (12,000 ) 1.94 Forfeited (12,438 ) 1.35 Expired (6,125 ) 1.24 Balance as of March 31, 2020 478,610 $ 1.28 6.5 Balance as of January 1, 2021 756,383 1.82 - Granted 1,229,590 4.61 Additional options grant StemoniX holders 292,995 4.61 Options assumed in Merger 55,840 45.95 Exercised (29,916 ) 1.24 Forfeited (29,349 ) 2.00 Expired (7,000 ) 1.39 Balance as of March 31, 2021 2,268,543 $ 4.79 8.1 Exercisable as of March 31, 2021 390,109 $ 8.00 7.5 The weighted average grant-date fair value of options granted during the three-month periods ended March 31, 2021 was $ 3.89 . No options were granted in 2020. The aggregate intrinsic value of options outstanding as of March 31, 2021 was $ 2.4 million. The intrinsic value of options exercisable was $ 1.1 million as of March 31, 2021. The total intrinsic value of options exercised was $ 23 thousand and $ 1 thousand for the three-month period ended March 31, 2021 and 2020, respectively. The Company recognized stock-based compensation related to different instruments for the three-month periods ended March 31 as follows: Schedule of Share Based Compensation Activity 2021 2020 Stock options $ 366 $ 42 Shares issued to nonemployees - 30 Total $ 366 $ 72 As of March 31, 2021, there was $ 4.7 million of total unrecognized compensation cost related to unvested stock options granted under the Plan. That cost is expected to be recognized over a weighted average period of 3.95 years. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information The Company reports segment information based on how the Company’s chief operating decision maker (“CODM”), regularly reviews operating results, allocates resources and makes decisions regarding business operations. For segment reporting purposes, the Company’s business structure is comprised of one operating and reportable segment. Substantially all revenues for the three-month periods ended March 69% 55% revenues, Customers representing 10% or more of the Company’s total revenues for the three-month periods ended March 31, 2021 and 2020 are presented in the table below: Schedule of Customers Representing Total Revenues 2021 2020 Customer A 28% 31% Customer B 24% 12% Customer C 17% 12% |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions As further described in Note 8, a number of related parties participated in the 2020 Convertible Note offering during the quarter ending March 31, 2021. In January 2020, a Company officer advanced $ 25 26 12,693 During 2020, related parties including former StemoniX Board members, officers of the Company or their immediate family (“Related Parties”) purchased $ 44 8,003 351 64,000 During 2020, three Company executives deferred a portion of their compensation pursuant to the terms of their employment agreements. As of March 31, 2021 and 2020, the executives had deferred compensation of $ 60 $ 0 respectively, 60 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 15. Contingencies On November 13, 2020, a purported stockholder of CGI filed a complaint against CGI, the chief executive officer of CGI and the directors of CGI in the United States District Court for the Southern District of New York, entitled, Scott Sawin v. Cancer Genetics, Inc. et al. The complaint (the “Sawin Complaint”) alleges that CGI’s Registration Statement on Form S-4, as filed with the SEC on October 16, 2020 related to the merger (the “Prior Registration Statement”), omitted to disclose certain material information allegedly necessary to make statements made in the Prior Registration Statement not misleading and/or false, in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-9 promulgated thereunder, and alleges breach of fiduciary duty of candor/disclosure. The complaint seeks injunctive relief, enjoining the merger until the defendants to the applicable lawsuit disclose the alleged omitted material information, and costs, among other remedies. Subsequently, seven other complaints were filed against CGI and the directors of CGI in either the United States District Court for the Southern District of New York or the United States District Court for the District of New Jersey alleging facts and seeking relief substantially similar to the Sawin Complaint. On April 27, 2021, the Sawin Complaint was voluntarily dismissed as moot, and four of the other seven complaints have also been voluntarily dismissed or dismissed by the court for lack of prosecution. Three complaints remain on record, but the Company has not been served in any of those matters. In November 2020, vivo vivo 306 vivo vivo 60 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include estimated transaction price, including variable consideration, of the Company’s revenue contracts; the value of intangible assets arising from the Merger, the useful lives of fixed assets; the valuation of derivatives and one 2020 Convertible Note accounted for under the fair-value election; deferred tax assets, inventory, right-of-use assets and lease liabilities, stock-based compensation, income tax uncertainties, and other contingencies. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Vyant Bio, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. |
Reclassification | Reclassification As a result of the Merger, the Company has reclassified $ 92 |
Foreign currency | Foreign currency The Company translates the financial statements of its foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than the entity’s functional currency are included within the consolidated statements operations |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. Substantially all of the Company’s assets are maintained in the United States and, effective with the Merger, Australia. The Company views its operations and has managed its business as one segment. |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks, including the potential risk of business failure. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents at March 31, 2021 is $ 738 |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to consider current market conditions and the Company’s customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts monthly. No allowance was recorded as of March 31, 2021 or December 31, 2020. Write-offs for the three months ended March 31, 2021 and 2020 were not significant. The Company does not have any off-balance-sheet credit exposure related to its customers. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company places cash and cash equivalents in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. As of March 31, 2021 and December 31, 2020, two and three customers, respectively, represented 10% or more of the Company’s total trade accounts receivable. In the aggregate, these customers represented 56 73 439 131 |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost being determined on a first-in first-out basis. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventory. Costs associated with the underutilization of capacity are expensed to Cost of goods sold - products as incurred. Inventory is adjusted for excess and obsolete amounts. Evaluation of excess inventory includes items such as inventory levels, anticipated usage, and customer demand, among others. |
Prepaid Assets and Other Assets | Prepaid Assets and Other Assets The Company was contractually liable for Directors and Officers tail insurance policies as of March 31, 2021 in the amount of $ 1.35 225 1.1 1.3 1.53 1.12 2.65 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and transfers control of the product to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a product to a customer, which is generally upon shipment as the customer has the ability to direct the use and obtain the benefit of the product. Prior to the Merger, the Company’s primary sources of revenue are product sales from the sale of microOrgan® plates and the performance of preclinical drug testing services using the microOrgan technology. Subsequent to the Merger, vivo For product contracts, revenue is recognized at a point-in-time upon delivery to the customer. Product contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 90 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contacts typically do not contain variable consideration as the contracts include stated prices. The Company provides assurance-type warranties on all of its products, which are not separate performance obligations. For service contracts, revenue is recognized over time and is generally defined pursuant to an enforceable right to payment for performance completed on service projects for which the Company has no alternative use as customer furnished compounds are added to Company plates for testing. The Company does not obtain control of the customer furnished compounds as the Company does not have the ability to direct the use. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract (cost-to-cost method). Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials and overhead. Some contracts offer price discounts after a specified volume has been purchased. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. If the option provides a material right to the customer, revenue is allocated to these rights and deferred; subsequently the revenue is recognized when those future goods or services are transferred, or when the option expires. Contract assets primarily represent revenue earnings over time that are not yet billable based on the terms of the contracts. Contract liabilities consist of fees invoiced or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. The Company records all amounts collected for shipping as revenue. Amounts collected from customers for sales tax are recorded in sales net of amounts paid to related taxing authorities. Contract assets were $ 85 32 1.35 92 Remaining performance obligations as of March 31, 2021 are expected to be recognized as revenue in the next twelve months. |
Derivative Instruments | Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the consolidated balance sheets consolidated balance |
Warrants | Warrants Except as noted in the next paragraph, the Company accounts for its preferred stock warrants issued to non-employees in equity as issuance costs, as the warrants were issued as vested share-based payment compensation to nonemployees. The Company issued a warrant during first quarter of 2021 that contained an indexation feature not indexed to the Company’s stock resulting in this warrant being accounted for as a derivative. Derivative warrants are recorded as liabilities in the accompanying consolidated balance sheets. the finalized |
Net Loss Per Share | Net Loss Per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted-average number of shares of common shares outstanding during the period increased to include the number of additional common shares that would have been outstanding if the potentially dilutive securities had been issued, using the treasury-stock method. As the Company incurred losses for all periods presented, potentially dilutive securities have been excluded from fully diluted loss per share as their impact is anti-dilutive and would reduce the loss per share. |
Convertible Notes | Convertible Notes The Company accounts for convertible notes using an amortized cost model. Debt issuance costs and the initial fair value of bifurcated compound derivatives reduce the initial carrying amount of the convertible notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets |
Fair Value Option | Fair Value Option The Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings. The Company elected to account for the to the Major Investor |
Intangible Assets | Intangible Assets Intangible assets consist of Vyant’s customer relationships tradename, ten years |
Fixed Assets | Fixed Assets The Company’s purchased fixed assets are stated at cost. Fixed assets under finance leases are stated at the present value of minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful life of equipment is five years Long-lived assets, such as fixed assets subject to depreciation, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. As of March 31, 2021 and December 31, 2020, the Company determined that there were no indicators of impairment and did not recognize any fixed asset impairment. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and appraisals, as considered necessary. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. No impairment losses were recognized during the quarters ended March 31, 2021 and 2020. |
Leases | Leases The Company leases office space, laboratory facilities, and equipment. The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component. Therefore, the lease payments used to measure the lease liability includes all of the fixed consideration in the contract. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The Company discounts its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses the interest rate it pays on its non-collateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. The lease term for all of the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. |
Research and Development and Advertising Costs | Research and Development and Advertising Costs Research and development as well as advertising costs are expensed as incurred. Research and development costs primarily consist of personnel costs, including salaries and benefits, lab materials and supplies, and overhead allocation consisting of various support and facility related costs. Research and development costs amounted to $ 820 1.0 8 12 |
Stock Option Plan | Stock Option Plan The Company recognizes all employee stock-based compensation as a cost in the financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model and accounts for forfeitures as they occur. Excess tax benefits of awards related to stock option exercises are recognized as an income tax benefit in the consolidated consolidated |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred |
Fair Value Measurements | Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Discontinued Operations | Discontinued Operations Prior to the Merger, CGI entered into asset purchases agreements whereby CGI sold all assets related to its BioPharma and Clinical businesses. CGI classified the disposals as discontinuing operations. As of the date of the Merger, $588 thousand of liabilities relating to these businesses are classified as other current liabilities – discontinued operations on the Company’s consolidated sheets. |
Valuation of Business Combination | Valuation of Business Combination The Company allocates the consideration of a business acquisition to the assets we acquire and liabilities we assume based on their fair values at the date of acquisition, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates to goodwill any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Transaction costs associated with a business combination are expensed as incurred and recorded as merger related costs. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, I ncome Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Cancer Genetics, Inc. Merger (T
Cancer Genetics, Inc. Merger (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Allocation of the Purchase Price Consideration | The following details the preliminary allocation of the purchase price consideration: Schedule of Preliminary Allocation of the Purchase Price Consideration 2021 Assets acquired: Cash and equivalents $ 30,163 Accounts receivable 705 Other current 806 Intangible assets 9,500 Fixed assets 416 Goodwill 22,164 Long-term prepaid expenses and other 1,381 Total assets acquired $ 65,135 Liabilities assumed: Accounts payable and accrued expenses $ 3,258 Obligation under operating lease 198 Obligation under finance lease 106 Deferred revenue 1,293 Income taxes payable 360 Total liabilities assumed $ 5,215 Net assets acquired: $ 59,920 |
Schedule of Unaudited Pro Forma Combined Financial Information | The following presents Schedule of Unaudited Pro Forma Combined Financial Information March 31, 2021 March 31, 2020 For the three months ended March 31, 2021 March 31, 2020 Total revenues: $ 1,841 $ 1,594 Net loss $ (6,495 ) $ (3,152 ) Pro forma loss per common share, basic and diluted $ (.21 ) $ (.11 ) Pro forma weighted average number of common shares outstanding, basic and diluted 28,985 28,847 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The Company’s inventory consists of the following: Schedule of Inventory March 31, 2021 December 31, 2020 Finished goods $ 18 $ 40 Work in process 146 121 Raw materials 245 254 Total inventory $ 409 $ 415 |
Fixed assets (Tables)
Fixed assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Presented in the table below are the major classes of fixed assets by category: Schedule of Fixed Assets March 31, 2021 December 31, 2020 Equipment $ 2,647 $ 2,212 Furniture and fixtures $ 7 $ - Leasehold improvements 240 240 2,894 2,452 Less accumulated depreciation 1,547 1,421 $ 1,347 $ 1,031 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Schedule of Components of Operating and Finance Lease Expense | The components of operating and finance lease expense for the three-month periods ended March 31, are as follows: Schedule of Components of Operating and Finance Lease Expense 2021 2020 Operating lease cost $ 107 $ 148 Finance lease cost: Depreciation of ROU assets - 18 Interest on lease liabilities - 2 Total finance lease cost - 20 Variable lease costs - - Short-term lease costs - - Total lease cost $ 107 $ 168 |
Schedule of Amounts Reported in the Consolidated Balance Sheet | Amounts reported in the consolidated Schedule of Amounts Reported in the Consolidated Balance Sheet 2021 2020 Operating leases: Operating lease ROU assets, net $ 1,170 $ 1,095 Operating lease current liabilities 647 486 Operating lease long-term liabilities 548 627 Total operating lease liabilities 1,195 1,113 Finance Leases: Equipment 176 289 Accumulated depreciation - 289 Finance leases, net 176 - Current installment obligations under finance leases 31 - Long-term portion of obligations under finance leases 74 - Total finance lease liabilities $ 105 $ - |
Schedule of Cash Flow Supplemental Information | Other information related to leases for the three-month periods ended March 31, are as follows: Schedule of Cash Flow Supplemental Information 2021 2020 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 117 $ 122 Financing cash flow from finance leases - 19 ROU assets obtained in exchange for lease obligations: Operating leases $ 198 $ - Finance leases 176 - Weighted average remaining lease term: Operating leases 5.65 2.18 years Finance leases - 1 year Weighted average discount rate: Operating leases 9.6% 10% Finance leases 8 10% |
Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases | Annual payments of lease liabilities under noncancelable leases as of March 31, 2021 are as follows: Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases 2021 Operating leases Remainder of $ 610 2022 229 2023 130 2024 128 2025 131 Thereafter 213 Total undiscounted lease payments 1,441 Less: Imputed interest 246 Total lease liabilities $ 1,195 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: Schedule of Long-term Debt March 31, 2021 December 31, 2020 Department of Employment and Economic Development loan $ - $ 83 Economic Injury Disaster Loan 57 57 8% 2020 Convertible Notes, $7,651 face amount, due July 2022 - 7,651 Total long-term debt before debt issuance costs and debt discount 57 7,791 Less: current portion of long-term debt - - Less: debt discount (net of accretion of $0 and $235, respectively) - (952 ) Total long-term debt $ 57 $ 6,839 |
Schedule of Future Annual Principal Repayments Due on Long-term Debt | Future annual principal repayments due on the long-term debt as of March 31, 2021 are as follows: Schedule of Future Annual Principal Repayments Due on Long-term Debt Year ending December 31st, Amount Remainder of 2021 $ - 2022 - 2023 1 2024 1 2025 1 2026 1 Thereafter 53 Total $ 57 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of All Common Stock Warrants Outstanding | Summary of All Common Stock Warrants Outstanding Exercise Price Outstanding Warrants Expiration 2020 Convertible Note $ 5.91 143,890 Feb 23, 2026 2021 Offering $ 3.50 1,624,140 Feb 10, 2026 - Aug 3, 2026 Advisory Fees $ 2.42 $ 7.59 492,894 Jan 9, 2024 - Oct 28, 2025 Debt $ 27.60 14,775 Mar 22, 2024 Offering $ 67.50 8,580 Nov 25, 2021 - Mar 14, 2022 Debt $ 450 9,185 Oct 17, 2022 - Dec 7 2022 Debt $ 300 8,112 Oct 17, 2022 Total 2,301,546 Preferred Stock Warrants In connection with the issuance of the Series A Convertible Preferred and Series B Convertible Preferred, the Company issued warrants (the “Series A Warrants” and “Series B Warrants”, respectively, and collectively, the “Preferred Warrants”) as compensation to non-employee placement agents. The Series A Warrants and Series B Warrants were issued on April 28, 2017 and May 18, 2019, respectively. The Company determined the Preferred Warrants should be classified as equity as they were issued as vested share-based payment compensation to nonemployees. The Preferred Warrants were recorded in stockholders’ equity at fair value upon issuance with no subsequent remeasurement. As part of the Merger, the Preferred Warrants were converted and settled for a total of 43,107 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Level 3 Valued Instruments | The following tables present changes in fair value of level 3 valued instruments as of and for the three months ended March 31, 2021: Schedule of Changes in Fair Value of Level 3 Valued Instruments 2020 Convertible Note Warrant Embedded Derivative Balance – January 1 $ - $ - $ 1,690 Additions 3,746 635 325 Measurement adjustments 4 (214 ) 250 Settlement (3,750 ) (421 ) (2,265 ) Balance – March 31 $ - $ - $ - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted loss per share calculations for the quarters Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share 2021 2020 Net loss $ (7,366 ) $ (1,974 ) Basic and diluted weighted average shares outstanding 3,184,106 2,460,463 Net loss per shares attributable to common stockholder, basic and diluted $ (2.31 ) $ (0.80 ) |
Schedule of Computation of Diluted Shares Outstanding | The following securities were not included in the computation of diluted shares outstanding as of March 31, 2021 and 2020 because the effect would be anti-dilutive: Schedule of Computation of Diluted Shares Outstanding 2021 2020 Series A Preferred Stock - 4,611,587 Series B Preferred Stock - 3,976,364 Series A Warrants - 48,714 Series B Warrants - 9,943 Common Stock Warrants 2,301,576 - Stock options 2,268,543 478,610 Total 4,570,119 9,125,218 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions for Stock Option Grants | Schedule of Assumptions for Stock Option Grants 2021 Valuation assumptions Expected dividend yield 0.0% Expected volatility 119.0% – 123.0% Expected term (years) – simplified method 5.5 – 6.0 Risk-free interest rate 0.98% – 1.12% |
Schedule of Share Based Compensation Activity | Stock option activity during the for the three-month periods ended March 31, 2021 and 2020 is as follows : Schedule of Stock Options Activity Number of Options Weighted average exercise price Weighted average remaining contractual term Balance as of January 1, 2020 509,173 $ 1.30 7.4 Granted - - Additional options grant StemoniX holders - - Options assumed in Merger - - Exercised (12,000 ) 1.94 Forfeited (12,438 ) 1.35 Expired (6,125 ) 1.24 Balance as of March 31, 2020 478,610 $ 1.28 6.5 Balance as of January 1, 2021 756,383 1.82 - Granted 1,229,590 4.61 Additional options grant StemoniX holders 292,995 4.61 Options assumed in Merger 55,840 45.95 Exercised (29,916 ) 1.24 Forfeited (29,349 ) 2.00 Expired (7,000 ) 1.39 Balance as of March 31, 2021 2,268,543 $ 4.79 8.1 Exercisable as of March 31, 2021 390,109 $ 8.00 7.5 The weighted average grant-date fair value of options granted during the three-month periods ended March 31, 2021 was $ 3.89 . No options were granted in 2020. The aggregate intrinsic value of options outstanding as of March 31, 2021 was $ 2.4 million. The intrinsic value of options exercisable was $ 1.1 million as of March 31, 2021. The total intrinsic value of options exercised was $ 23 thousand and $ 1 thousand for the three-month period ended March 31, 2021 and 2020, respectively. The Company recognized stock-based compensation related to different instruments for the three-month periods ended March 31 as follows: Schedule of Share Based Compensation Activity 2021 2020 Stock options $ 366 $ 42 Shares issued to nonemployees - 30 Total $ 366 $ 72 As of March 31, 2021, there was $ 4.7 million of total unrecognized compensation cost related to unvested stock options granted under the Plan. That cost is expected to be recognized over a weighted average period of 3.95 years. |
Schedule of Share Based Compensation Activity | The Company recognized stock-based compensation related to different instruments for the three-month periods ended March 31 as follows: Schedule of Share Based Compensation Activity 2021 2020 Stock options $ 366 $ 42 Shares issued to nonemployees - 30 Total $ 366 $ 72 As of March 31, 2021, there was $ 4.7 million of total unrecognized compensation cost related to unvested stock options granted under the Plan. That cost is expected to be recognized over a weighted average period of 3.95 years. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Customers Representing Total Revenues | Customers representing 10% or more of the Company’s total revenues for the three-month periods ended March 31, 2021 and 2020 are presented in the table below: Schedule of Customers Representing Total Revenues 2021 2020 Customer A 28% 31% Customer B 24% 12% Customer C 17% 12% |
Schedule of Preliminary Allocat
Schedule of Preliminary Allocation of the Purchase Price Consideration (Details) - USD ($) $ in Thousands | Aug. 21, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Combination and Asset Acquisition [Abstract] | |||
Cash and equivalents | $ 30,163 | ||
Accounts receivable | 705 | ||
Other current assets | 806 | ||
Intangible assets | 9,500 | ||
Fixed assets | 416 | ||
Goodwill | 22,164 | $ 22,164 | |
Long-term prepaid expenses and other assets | 1,381 | ||
Total assets acquired | 65,135 | ||
Accounts payable and accrued expenses | 3,258 | ||
Obligation under operating lease | 198 | ||
Obligation under finance lease | 106 | ||
Deferred revenue | 1,293 | ||
Income taxes payable | 360 | ||
Total liabilities assumed | 5,215 | ||
Net assets acquired: | $ 59,920 |
Schedule of Unaudited Pro Forma
Schedule of Unaudited Pro Forma Combined Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Total revenues: | $ 1,841 | $ 1,594 |
Net loss | $ (6,495) | $ (3,152) |
Pro forma loss per common share, basic and diluted | $ (0.21) | $ (0.11) |
Pro forma weighted average number of common shares outstanding, basic and diluted | 28,985 | 28,847 |
Cancer Genetics, Inc. Merger (D
Cancer Genetics, Inc. Merger (Details Narrative) - USD ($) | Mar. 30, 2021 | Aug. 21, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Aug. 21, 2021 | Feb. 23, 2021 |
Business Acquisition [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Business combination acquisition related costs | $ 2,145,000 | ||||||
Business combination accounts payable | $ 3,258,000 | ||||||
Business combination intangible assets | $ 9,500,000 | ||||||
Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during the period for merger, shares | 11,007,000 | ||||||
Merger Agreement [Member] | Investor [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | ||||||
Merger Agreement [Member] | StemoniX [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during the period for merger, shares | 804,711,000 | ||||||
Business combination consideration amount | $ 59,900,000 | ||||||
Merger Agreement [Member] | StemoniX [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during the period for merger, shares | 11,007,186 | ||||||
Business combination fair value | $ 50,740,000 | ||||||
Merger Agreement [Member] | StemoniX [Member] | Common Stock Warrants [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during the period for merger, shares | 2,157,686 | ||||||
Business combination fair value | $ 9,040,000 | ||||||
Merger Agreement [Member] | StemoniX [Member] | Common Stock Options [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during the period for merger, shares | 55,907,000 | ||||||
Business combination fair value | $ 139,000 | ||||||
Merger Agreement [Member] | StemoniX [Member] | Holders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during the period for merger, shares | 17,977,544 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 891,780 | ||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.66 | ||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | 4.61 | ||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.46 | ||||||
Merger Agreement [Member] | StemoniX [Member] | Investor [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Warrants and Rights Outstanding, Maturity Date | Feb. 23, 2026 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | 143,890 | |||||
Shares Issued, Price Per Share | $ 5.9059 | $ 5.9059 | |||||
Merger Agreement [Member] | StemoniX and Cancer Genetics Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination acquisition related costs | $ 2,145,000 | $ 1,440,000 | |||||
Business combination accounts payable | 63,000 | $ 1,000,000 | |||||
Merger Agreement [Member] | StemoniX and Cancer Genetics Inc [Member] | Trade Names [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination intangible assets | $ 1,500,000 | ||||||
Business combination useful life | 10 years | ||||||
Merger Agreement [Member] | StemoniX and Cancer Genetics Inc [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination intangible assets | $ 8,000,000 | ||||||
Business combination useful life | 10 years | ||||||
Royalty payment percentage | 1.00% | ||||||
Revenue percentage description | Key assumptions in this analysis included an estimated 10% annual customer attrition rate based on historical vivoPharm operations, a blended U.S. federal, state and Australian income tax rate of 27.1%, a present value factor of 8.5% as well as revenue, cost of revenue and operating expense assumptions regarding the future growth, operating expenses, including corporate overhead charges, and required capital investments. |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 30, 2022 | |
Product Information [Line Items] | ||||
Restricted cash | $ 738 | |||
Accounts receivable | 439 | $ 131 | ||
Current prepaid assets and other assets | 2,134 | 223 | ||
Long-term prepaid assets and other assets | 1,633 | 136 | ||
Contract assets | 85 | 32 | ||
Contract liabilities | $ 1,350 | $ 92 | ||
Intangible assets useful life | 10 years | |||
Fixed assets useful life | 5 years | |||
Research and development costs | $ 820 | $ 1,009 | ||
Advertising costs | 8 | $ 12 | ||
Directors and Officers [Member] | ||||
Product Information [Line Items] | ||||
Insurance policy | 1,350 | |||
Accrued expenses in prepaid expenses and other current assets | 225 | |||
Accrued expenses, prepaid expenses and other non-current assets | 1,100 | |||
Current prepaid assets and other assets | 1,530 | |||
Long-term prepaid assets and other assets | 1,120 | |||
Accrued Insurance | $ 2,650 | |||
Directors and Officers [Member] | Forecast [Member] | ||||
Product Information [Line Items] | ||||
Insurance premiums, receivable | $ 1,300 | |||
Customer Concentration Risk [Member] | Trade Accounts Receivable [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 56.00% | 73.00% | ||
Previously Reported [Member] | ||||
Product Information [Line Items] | ||||
Reclassification of deferred revenue | $ 92 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 18 | $ 40 |
Work in process | 146 | 121 |
Raw materials | 245 | 254 |
Total inventory | $ 409 | $ 415 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,894 | $ 2,452 |
Less accumulated depreciation | 1,547 | 1,421 |
Property, Plant and Equipment, Net | 1,347 | 1,031 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,647 | 2,212 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 240 | $ 240 |
Fixed assets (Details Narrative
Fixed assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 126 | $ 145 |
Schedule of Components of Opera
Schedule of Components of Operating and Finance Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases | ||
Operating lease cost | $ 107 | $ 148 |
Depreciation of ROU assets | 18 | |
Interest on lease liabilities | 2 | |
Total finance lease cost | 20 | |
Variable lease costs | ||
Short-term lease costs | ||
Total lease cost | $ 107 | $ 168 |
Schedule of Amounts Reported in
Schedule of Amounts Reported in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating lease ROU assets, net | $ 1,170 | $ 1,095 |
Operating lease current liabilities | 647 | 486 |
Operating lease long-term liabilities | 548 | 627 |
Total operating lease liabilities | 1,195 | 1,113 |
Equipment | 176 | 289 |
Accumulated depreciation | 289 | |
Finance leases, net | 176 | |
Current installment obligations under finance leases | 31 | |
Long-term portion of obligations under finance leases | 74 | |
Total finance lease liabilities | $ 105 |
Schedule of Cash Flow Supplemen
Schedule of Cash Flow Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases | $ 117 | $ 122 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flow from finance leases | 19 | |
ROU assets obtained in exchange for lease obligations: Operating leases | 198 | |
ROU assets obtained in exchange for lease obligations: Finance leases | $ 176 | |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 7 months 24 days | 2 years 2 months 4 days |
Weighted average remaining lease term: Finance leases | 1 year | |
Weighted average discount rate: Operating leases | 9.60% | 10.00% |
Finance Lease, Weighted Average Discount Rate, Percent | 8.00% | 10.00% |
Schedule of Annual Payments of
Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Remainder of 2021 | $ 610 | |
2022 | 229 | |
2023 | 130 | |
2024 | 128 | |
2025 | 131 | |
Thereafter | 213 | |
Total undiscounted lease payments | 1,441 | |
Less: Imputed interest | 246 | |
Total lease liabilities | $ 1,195 | $ 1,113 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating lease, right-of-use asset | $ 1,170 | $ 1,095 |
Operating lease liability | 1,195 | $ 1,113 |
Laboratory Research And Administrative Office [Member] | ||
Operating lease, right-of-use asset | 198 | |
Operating lease liability | $ 198 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits excluding interest and penalities | $ 151 | $ 0 |
Unrecognized tax benefits including accrued interest and penalities | $ 0 | $ 0 |
Schedule of Long-term Debt (Det
Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | $ 57 | $ 7,791 |
Less: current portion of long-term debt | ||
Less: debt discount (net of accretion of $0 and $235, respectively) | (952) | |
Total long-term debt | 57 | 6,839 |
Department of Employment and Economic Development Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | 83 | |
Economic Injury Disaster Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | 57 | 57 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | $ 7,651 |
Schedule of Future Annual Princ
Schedule of Future Annual Principal Repayments Due on Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | ||
2022 | ||
2023 | 1 | |
2024 | 1 | |
2025 | 1 | |
2026 | 1 | |
Thereafter | 53 | |
Total | $ 57 | $ 6,839 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Feb. 23, 2021 | Feb. 08, 2021 | Aug. 21, 2020 | Aug. 21, 2020 | Aug. 21, 2020 | Mar. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | May 04, 2020 |
Short-term Debt [Line Items] | |||||||||||
Proceeds from Convertible Debt | $ 5,022,000 | ||||||||||
Economic Injury Disaster Loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from Convertible Debt | $ 57,000 | ||||||||||
Small Business Administration [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from Convertible Debt | $ 10,000 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.75% | ||||||||||
Debt Instrument, Payment Terms | repayable in monthly installments starting in June | ||||||||||
Investor [Member] | Merger Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | ||||||||||
Investor [Member] | Merger Agreement [Member] | StemoniX [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | 143,890 | 143,890 | 143,890 | |||||||
Shares Issued, Price Per Share | $ 5.9059 | $ 5.9059 | $ 5.9059 | $ 5.9059 | |||||||
Investor [Member] | Merger Agreement [Member] | Convertible Notes [Member] | StemoniX [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from Convertible Debt | $ 3 | $ 1,250,000 | |||||||||
2020 Convertible Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible Debt | $ 10,000,000 | $ 10,000,000 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 5,000,000 | ||||||||||
Debt conversion modified discount description | For any Major Investor, the modified terms provide for a fixed conversion discount on the 2020 Convertible Notes of 20% and a common stock warrant equal to 20% of the amount invested in all 2020 Convertible Notes by such Major Investor divided by the weighted average share price of the Common Stock over the five trading days prior to the closing of the Merger. | ||||||||||
2020 Convertible Notes [Member] | Merger Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,700,000 | ||||||||||
Debt Instrument, Increase, Accrued Interest | $ 468,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,338,944 | ||||||||||
Debt, Weighted Average Interest Rate | 18.22% | ||||||||||
2020 Convertible Notes [Member] | Holders [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Convertible Debt | $ 3,000,000 | ||||||||||
2020 Convertible Notes [Member] | Series B Preferred Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,900,000 | $ 3,900,000 | |||||||||
Minimum preferred stock percentage | 5.00% | ||||||||||
Payroll Protection Program and CARES Act [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from Convertible Debt | 730,000 | ||||||||||
Payroll Protection Program and CARES Act [Member] | Economic Injury Plan Loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument forgiveness amount | $ 10,000 | $ 730,000 | $ 730,000 |
Summary of All Common Stock War
Summary of All Common Stock Warrants Outstanding (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding Warrants | shares | 2,301,546 |
2020 Convertible Note [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 5.91 |
Outstanding Warrants | shares | 143,890 |
Expiration Dates, description | Feb 23, 2026 |
2021 Offering [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 3.50 |
Outstanding Warrants | shares | 1,624,140 |
Expiration Dates, description | Feb 10, 2026 - Aug 3, 2026 |
Advisory Fees [Member] | |
Class of Warrant or Right [Line Items] | |
Outstanding Warrants | shares | 492,894 |
Expiration Dates, description | Jan 9, 2024 - Oct 28, 2025 |
Exercise Price - Minimum | $ / shares | $ 2.42 |
Exercise Price - Maximum | $ / shares | 7.59 |
Debt One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 27.60 |
Outstanding Warrants | shares | 14,775 |
Expiration Dates, description | Mar 22, 2024 |
Offering [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 67.50 |
Outstanding Warrants | shares | 8,580 |
Expiration Dates, description | Nov 25, 2021 - Mar 14, 2022 |
Debt Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 450 |
Outstanding Warrants | shares | 9,185 |
Expiration Dates, description | Oct 17, 2022 - Dec 7 2022 |
Debt Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 300 |
Outstanding Warrants | shares | 8,112 |
Expiration Dates, description | Oct 17, 2022 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Mar. 30, 2021 | Mar. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Feb. 23, 2021 |
Class of Stock [Line Items] | ||||||
Proceeds from issuance for conversion of common stock | $ 16,190,000 | |||||
Fair value adjustment of warrants | $ (214,000) | |||||
Preferred Stock Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of preferred shares exchanged | 43,107 | |||||
Merger Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
[custom:WarrantsAndRightsIssued-0] | $ 2,157,686 | |||||
Merger Agreement [Member] | Investor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants to purchase common stock | 143,890 | |||||
Warrants exercise price per share | $ 5.9059 | |||||
Fair value adjustment of warrants | 214,000 | |||||
Fair value of warrants | $ 421,000 | |||||
Series A Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary Equity, Shares Outstanding | 0 | 4,611,587 | ||||
Number of preferred shares exchanged | 5,973,509 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary Equity, Shares Outstanding | 0 | 3,489,470 | ||||
Number of preferred shares exchanged | 235,877 | 4,524,171 | ||||
Proceeds from issuance for conversion of common stock | $ 1,250,000 | |||||
Series B Convertible Preferred Stock [Member] | Merger Agreement [Member] | Cancer Genetics Inc [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance for conversion of common stock | $ 2,000,000 | |||||
Series C Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary Equity, Shares Outstanding | 0 | 0 | ||||
Series C Convertible Preferred Stock [Member] | Merger Agreement [Member] | Cancer Genetics Inc [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of preferred shares exchanged | 699,395 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Level 3 Valued Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Additions | $ (250) | |
2020 Convertible Note [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | ||
Additions | 3,746 | |
Measurement adjustments | 4 | |
Settlement | (3,750) | |
Ending Balance | ||
Warrants [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | ||
Additions | 635 | |
Measurement adjustments | (214) | |
Settlement | (421) | |
Ending Balance | ||
Embedded Derivative [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | 1,690 | |
Additions | 325 | |
Measurement adjustments | 250 | |
Settlement | (2,265) | |
Ending Balance |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 2 Months Ended | 3 Months Ended | ||
Mar. 12, 2021 | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Feb. 23, 2021$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Proceeds from Convertible Debt | $ | $ 5,022,000 | |||
2020 Convertible Notes [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants term | 5 years | |||
2020 Convertible Notes [Member] | Measurement Input, Exercise Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Exercise Price | $ / shares | $ 2.01 | |||
2020 Convertible Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.0059 | |||
2020 Convertible Notes [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 0.86 | |||
2020 Convertible Notes [Member] | Series B Convertible Preferred Stock [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt conversion and discount description | The instrument provides the holder the right to convert the instrument into shares of Series B Preferred Stock at a 20% discount. Given the timing of the issuance of the instrument near the Merger date, management determined that there was a 99.5% probability of the holders converting the instrument to Company shares at a 20% discount. | |||
Merger Agreement [Member] | Investor [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Exercise Price | $ / shares | $ 5.9059 | |||
Merger Agreement [Member] | 2020 Convertible Notes [Member] | Investor [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Proceeds from Convertible Debt | $ | $ 3,000,000 |
Schedule of Reconciliation of N
Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (7,366) | $ (1,974) |
Basic and diluted weighted average shares outstanding | 3,184,106 | 2,460,463 |
Net loss per shares attributable to common stockholder, basic and diluted | $ (2.31) | $ (0.80) |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities, Total | 4,570,119 | 9,125,218 |
Series A Preferred Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities, Total | 4,611,587 | |
Series B Preferred Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities, Total | 3,976,364 | |
Series A Warrants [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities, Total | 48,714 | |
Series B Warrants [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities, Total | 9,943 | |
Common Stock Warrants [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities, Total | 2,301,576 | |
Stock Options [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities, Total | 2,268,543 | 478,610 |
Schedule of Assumptions for Sto
Schedule of Assumptions for Stock Option Grants (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 119.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 123.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.98% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.12% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 6 months |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years |
Schedule of Share Based Compens
Schedule of Share Based Compensation Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of Options, Beginning Balance | 756,383 | 509,173 |
Weighted average exercise price, Beginning Balance | $ 1.82 | $ 1.30 |
Weighted average remaining contractual term, Beginning Balance | 7 years 4 months 24 days | |
Number of Options, Granted | 1,229,590 | |
Weighted average exercise price, Granted | $ 4.61 | |
Number of Options, Additional options grant StemoniX holders | 292,995 | |
Weighted average exercise price, Additional options grant StemoniX holders | $ 4.61 | |
Number of Options, assumed in Merger | 55,840 | |
Weighted average exercise price, Options assumed in Merger | $ 45.95 | |
Number of Options, Exercised | (29,916) | (12,000) |
Weighted average exercise price, Exercised | $ 1.24 | $ 1.94 |
Number of Options, Forfeited | (29,349) | (12,438) |
Weighted average exercise price, Forfeited | $ 2 | $ 1.35 |
Number of Options, Expired | (7,000) | (6,125) |
Weighted average exercise price, Expired | $ 1.39 | $ 1.24 |
Number of Options, Ending Balance | 2,268,543 | 478,610 |
Weighted average exercise price, Ending Balance | $ 4.79 | $ 1.28 |
Weighted average remaining contractual term, Ending Balance | 8 years 1 month 6 days | 6 years 6 months |
Number of Options, Exercisable | 390,109 | |
Weighted average exercise price, Exercisable | $ 8 | |
Weighted average remaining contractual term, Exercisable | 7 years 6 months | |
Stock-based compensation | $ 366 | $ 72 |
Stock Options [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock-based compensation | 366 | 42 |
Shares Issued to Non Employees [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock-based compensation | $ 30 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 6 months | ||
Number of Options, Granted | 1,229,590,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 3.89 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,400 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 1,100 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 23 | $ 1 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4,700 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 11 months 12 days | ||
Frozen Stock Option Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | ||
2021 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options, available for grant | 3,261,734 | ||
2021 Equity Incentive Plan [Member] | Officers Key Employees and NonEmployee Consultants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options, available for grant | 4,500,000 | ||
2021 Equity Incentive Plan [Member] | Officers and Other Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Granted | 1,151,500 | ||
2021 Equity Incentive Plan [Member] | Independent Board Members [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Granted | 78,090 | ||
2021 Equity Incentive Plan [Member] | Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Granted | 8,676 | ||
Vesting period | 1 year | ||
2021 Equity Incentive Plan [Member] | Officers and Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Vesting period, description | one year from the grant date and thereafter equally over the next 36 months |
Schedule of Customers Represent
Schedule of Customers Representing Total Revenues (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 28.00% | 31.00% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 24.00% | 12.00% |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 17.00% | 12.00% |
Segment Information (Details Na
Segment Information (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Three Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 69.00% | 55.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Aug. 12, 2020 | Jan. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Advances from related party | $ 25 | |||||
Deferred compensation | $ 60 | $ 0 | ||||
Subsequent Event [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Payments for deferred compensation liability | $ 60 | |||||
2020 Convertible Notes [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Debt conversion amount | $ 351 | |||||
Series B Preferred Stock [Member] | 2020 Convertible Notes [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Debt conversion, shares | 64,000 | |||||
Officer [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Advances from related party | $ 25 | |||||
Due from related party | $ 26 | |||||
Stock issued for exercised vested stock option | 12,693 | |||||
Former Stemonix Board Members Officer [Member] | Series B Two Preferred Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Stock purchased | $ 44 | |||||
Stock purchased | 8,003 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - Threatened Litigation [Member] $ in Thousands | 1 Months Ended |
Nov. 30, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Damages sought value | $ 306 |
Damages paid | $ 60 |