Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 27, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Title of 12(g) Security | Common Stock, $0.001 par value per share | ||
Entity Registrant Name | INTERNATIONAL STEM CELL CORPORATION | ||
Entity Central Index Key | 0001355790 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 0-51891 | ||
Entity Tax Identification Number | 20-4494098 | ||
Entity Address, Address Line One | 9745 Businesspark Ave | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92131 | ||
City Area Code | 760 | ||
Local Phone Number | 940-6383 | ||
Entity Public Float | $ 1,532,606 | ||
Entity Common Stock, Shares Outstanding | 8,004,389 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | San Diego, California | ||
Auditor Firm ID | 243 | ||
Trading Symbol | ISCO | ||
Documents Incorporated by Reference | Information from portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held in 2022 is incorporated by reference into Part III of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 742 | $ 171 |
Accounts receivable, net | 747 | 844 |
Inventory, net | 1,384 | 1,184 |
Prepaid expenses and other current assets | 90 | 135 |
Total current assets | 2,963 | 2,334 |
Non-current inventory, net | 286 | 372 |
Property and equipment, net | 248 | 384 |
Intangible assets, net | 878 | 949 |
Right-of-use assets | 727 | 868 |
Deposits and other assets | 33 | 39 |
Total assets | 5,135 | 4,946 |
Current liabilities: | ||
Accounts payable | 322 | 508 |
Accrued liabilities | 508 | 404 |
Operating lease liabilities, current | 230 | 179 |
Advances | 250 | 250 |
Related party note payable | 3,325 | 2,943 |
Total current liabilities | 4,635 | 4,284 |
Operating lease liabilities, net of current portion | 720 | 950 |
Total liabilities | 5,355 | 5,234 |
Commitments and contingencies (Note 11) | ||
Stockholders' Deficit: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 8,004,389 and 8,004,389 shares issued and outstanding at December 30, 2022 and 2021, respectively | 8 | 8 |
Additional paid-in capital | 105,812 | 105,413 |
Accumulated deficit | (110,345) | (110,014) |
Total stockholders' deficit | (4,520) | (4,588) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 5,135 | 4,946 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Series D redeemable convertible preferred stock, $0.001 par value; 50 shares authorized; 43 shares issued and outstanding; liquidation preference of $4,300 at December 31, 2022 and 2021 | 4,300 | 4,300 |
Nonredeemable Convertible Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Non-redeemable convertible preferred stock, $0.001 par value; 10,004,310 and 10,004,310 shares authorized, 5,254,310 and 5,254,310 shares issued and outstanding, liquidation preference of $9,781 and $9,766 at December 31, 2022 and December 31, 2021, respectively | $ 5 | $ 5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Non-redeemable convertible preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 8,004,389 | 8,004,389 |
Common stock, shares outstanding | 8,004,389 | 8,004,389 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 50 | 50 |
Temporary equity, shares issued | 43 | 43 |
Temporary equity, shares outstanding | 43 | 43 |
Temporary equity, liquidation preference | $ 4,300 | $ 4,300 |
Nonredeemable Convertible Preferred Stock [Member] | ||
Non-redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Non-redeemable convertible preferred stock, shares authorized | 10,004,310 | 10,004,310 |
Non-redeemable convertible preferred stock, shares issued | 5,254,310 | 5,254,310 |
Non-redeemable convertible preferred stock, shares outstanding | 5,254,310 | 5,254,310 |
Liquidation preference | $ 9,781 | $ 9,766 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Product sales | $ 8,180 | $ 7,176 |
Revenue, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember |
Operating expenses: | ||
Cost of sales | $ 3,269 | $ 2,935 |
General and administrative | 3,357 | 4,084 |
Selling and marketing | 1,245 | 1,383 |
Research and development | 492 | 695 |
Total operating expenses | 8,363 | 9,097 |
Loss from operations | (183) | (1,921) |
Other income (expense): | ||
Gain on forgiveness of debt | 1,137 | |
Interest expense | (135) | (128) |
Other income, net | (13) | 13 |
Total other income (expense), net | (148) | 1,022 |
Net loss | $ (331) | $ (899) |
Net loss per common share, basic | $ (0.04) | $ (0.11) |
Net loss per common share, diluted | $ (0.04) | $ (0.11) |
Weighted-average common shares used to compute net loss per share, basic | 8,004 | 7,833 |
Weighted-average common shares used to compute net loss per share, diluted | 8,004 | 7,833 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Series D Redeemable Convertible Preferred Stock [Member] | Non-redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ (4,333) | $ 5 | $ 8 | $ 104,769 | $ (109,115) | |
Beginning balance at Dec. 31, 2020 | $ 4,300 | |||||
Beginning balance, shares at Dec. 31, 2020 | 5,255 | 7,539 | ||||
Conversion of series I-1 preferred stock, shares | (1) | 465 | ||||
Stock-based compensation | 644 | 644 | ||||
Net loss | (899) | (899) | ||||
Ending balance at Dec. 31, 2021 | (4,588) | $ 5 | $ 8 | 105,413 | (110,014) | |
Ending balance at Dec. 31, 2021 | 4,300 | |||||
Ending balance, shares at Dec. 31, 2021 | 5,254 | 8,004 | ||||
Stock-based compensation | 399 | 399 | ||||
Net loss | (331) | (331) | ||||
Ending balance at Dec. 31, 2022 | $ (4,520) | $ 5 | $ 8 | $ 105,812 | $ (110,345) | |
Ending balance at Dec. 31, 2022 | $ 4,300 | |||||
Ending balance, shares at Dec. 31, 2022 | 5,254 | 8,004 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (331) | $ (899) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 218 | 262 |
Non-cash operating lease expense | 141 | 289 |
Impairment of intangible assets | 0 | 250 |
Stock-based compensation | 399 | 644 |
Gain on forgiveness of debt | (1,137) | |
Interest expense on related party note payable | 132 | 118 |
Other non-cash operating activity | (1) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 97 | (441) |
Inventory, net | (114) | (268) |
Prepaid expenses and other current assets | 45 | 39 |
Deposits and other assets | 6 | 24 |
Accounts payable | (186) | 148 |
Accrued liabilities | 104 | 17 |
Operating lease liabilities | (179) | (342) |
Net cash used in operating activities | 332 | (1,297) |
Cash flows from investing activities | ||
Purchases of property and equipment | (1) | (23) |
Payments for patent licenses | (10) | (22) |
Net cash used in investing activities | (11) | (45) |
Cash flows from financing activities | ||
Proceeds from Paycheck Protection Program loans | 474 | |
Proceeds from note payable from a related party | 250 | 350 |
Net cash provided by financing activities | 250 | 824 |
Net increase (decrease) in cash | 571 | (518) |
Cash, beginning of period | 171 | 689 |
Cash, end of period | 742 | 171 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3 | 5 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Gain on forgiveness of debt | 1,137 | |
Right-of-use assets obtained in exchange for operating lease liabilities | 479 | |
Right-of-use assets reduction related to operating lease termination | 196 | |
Patent license costs included in accrued liabilities | $ 2 | $ 6 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Description of Business International Stem Cell Corporation (the “Company”) was organized in Delaware in June 2005 and is publicly traded on the OTCQX under the symbol “ISCO”. The Company is primarily a research and development company, for the therapeutic market, which has focused on advancing potential clinical applications of human parthenogenetic stem cells (“hpSCs”) for the treatment of various diseases of the central nervous system and liver diseases. The Company has the following wholly-owned subsidiaries: • Lifeline Cell Technology, LLC (“LCT”) – for the biomedical market, develops, manufactures and commercializes primary human cell research products including over 200 human cell culture products, including frozen human “primary” cells and the reagents (called “media”) needed to grow, maintain and differentiate the cells; • Lifeline Skin Care, Inc. (“LSC”) – for the anti-aging market, develops, manufactures and markets a category of anti-aging skin care products based on the Company’s proprietary parthenogenetic stem cell technology and small molecule technology; • Cyto Therapeutics Pty. Ltd. (“Cyto Therapeutics”) – performs research and development (“R&D”) for the therapeutic market and is currently conducting clinical trials in Australia for the use of ISC-hpNSC® in the treatment of Parkinson’s disease. COVID-19 Pandemic The COVID-19 pandemic has caused business disruptions in the Company’s business globally. The Company’s consolidated financial statements reflect judgments and estimates that could change in the future as a result of the COVID-19 pandemic. As of the date of this report, the Company expects the COVID-19 pandemic will continue to impact its business, financial condition, liquidity, and future results of operations. The full extent to which the COVID-19 pandemic will impact the Company remains uncertain and ultimately will be dictated by the length and severity of the pandemic, as well as the economic recovery and federal, state and local government actions taken in response. The Company is continuing to monitor the impact of COVID-19 on the Company’s operations, workforce, suppliers, customers and industry. Liquidity and Going Concern The Company had an accumulated deficit of approximately $ 110.3 million as of December 31, 2022 and has historically incurred net losses and negative operating cash flows. The Company has had no revenue from its principal operations in therapeutic and clinical product development through research and development efforts. Unless the Company obtains additional financing, the Company does not have sufficient cash on hand to sustain operations for at least through one year from the issuance date of these consolidated financial statements. There can be no assurance that the Company will be successful in maintaining normal operating cash flow or obtaining additional funding. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional financing. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations. The Company will need to obtain significant additional funding from sources, including debt and/or equity financing, license arrangements, grants and/or collaborative research arrangements to sustain its operations and develop products. The timing and degree of any future capital requirements will depend on many factors, including: • the accuracy of the assumptions underlying the estimates for capital needs in 2022 and beyond; • the extent that revenues from sales of LSC and LCT products cover the related costs and provide capital; • scientific progress in research and development programs; • the magnitude and scope of the Company’s research and development programs and its ability to establish, enforce and maintain strategic arrangements for research, development, clinical testing, manufacturing and marketing; • the progress with preclinical development and clinical trials; • the extent to which third party interest in Company’s research and commercial products can be realized through effective partnerships; • the time and costs involved in obtaining regulatory approvals; • the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; • the number and type of product candidates that the Company decides to pursue; and • the development of major public health concerns, including COVID-19 or other pandemics arising globally, and the current and future impact that such concerns may have on the Company’s operations and funding requirements. Additional debt financing may be expensive and require the Company to pledge all or a substantial portion of its assets. If additional funds are obtained through arrangements with collaborative partners, these arrangements may require the Company to relinquish rights to some of its technologies, product candidates or products that the Company would otherwise seek to develop and commercialize on its own. Furthermore, if sufficient capital is not available, the Company may be required to delay, reduce the scope of or eliminate one or more of its product initiatives. The Company’s failure to raise capital or enter into applicable arrangements when needed would have a negative impact on its financial condition. Principles of Consolidation and Foreign Currency Transactions The consolidated financial statements include the accounts of International Stem Cell Corporation and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The functional currency of the Company and its subsidiaries, including its wholly-owned Australian subsidiary, Cyto Therapeutics, is the U.S. dollar. Assets and liabilities that are not denominated in the functional currency are remeasured into U.S. dollars at foreign currency exchange rates in effect at the respective balance sheet dates. Revenue and expenses are translated at the average rate in effect on the date of the transaction. Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in general and administrative expense in the accompanying consolidated statements of operations and were not material for the periods presented. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates include patent life (remaining legal life versus remaining useful life), allowance for excess and obsolete inventories, and stock option awards using the Black-Scholes option valuation model. Actual results could differ from those estimates. Segments The Company’s chief operating decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information by each reportable company’s statement of operations. The Company operates the business on the basis of three reporting segments, the parent company and two business units: ISCO – therapeutic market; LCT – biomedical market, and; LSC – anti-aging market. Inventory Inventory is accounted for using the average cost and first-in, first-out (“FIFO”) methods for LCT cell culture media and reagents, average cost and specific identification methods for LSC products, and specific identification method for other LCT products. Inventory balances are stated at the lower of cost or net realizable value. Laboratory supplies used in the research and development process are expensed as consumed. LCT’s inventory has a long product life cycle, does not have a shelf life when frozen, and future demand is uncertain. As such, at each reporting period, the Company estimates its reserve for allowance for excess and obsolete inventory using historical sales data and inventory turnover rates. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. If the Company is able to sell such inventory, any related reserves would be reduced in the period of sale. The value of the inventory that is not expected to be sold within one year of the current reporting period is classified as non-current inventory on the accompanying consolidated balance sheets. Accounts Receivable Trade accounts receivable are recorded at the net invoice value and are not interest bearing. Accounts receivable primarily consist of trade accounts receivable from the sales of LCT’s products, timing of cash receipts by the Company related to LSC credit card sales to customers, as well as LSC trade receivable amounts related to spa and distributor sales. The Company considers receivables past due based on the contractual payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. The Company recorded an allowance for doubtful accounts as of both December 31, 2022 and 2021 of $ 3 thousand. Advances In June 2008, the Company entered into an agreement with BioTime, Inc. (“BioTime”), whereby BioTime paid an advance of $ 250 thousand to LCT to produce, make, and distribute certain products. The $ 250 thousand advance will be paid down with the first $ 250 thousand of net revenues that otherwise would be allocated to LCT under the agreement. As of December 31, 2022 , no revenues were realized and attributable to BioTime under this agreement. Property and Equipment Property and equipment are stated at cost. The provision for depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years . Leasehold improvements are capitalized and amortized over the shorter of the remaining term of the lease or the estimated life of the assets. Intangible Assets Intangible assets consist of acquired patent licenses and capitalized legal fees related to the acquisition, filing, maintenance, and defense of patents and trademarks. Amortization begins once the patent is issued by the appropriate authoritative bodies. In the period in which a patent application is rejected or efforts to pursue the patent are abandoned, all the related accumulated costs are expensed. Patents and other intangible assets are amortized on a straight-line basis over the shorter of the useful life of the underlying patent, which is generally 15 years, or when the intangible asset is rejected or abandoned. All amortization expense and impairment charges related to intangible assets are included in general and administrative expense in the accompanying consolidated statements of operations. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets, operating lease obligations, current, and operating lease obligations, net of current portion, on the Company’s consolidated balance sheets. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of future minimum lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses a discount rate based on its estimated incremental borrowing rate to determine the right-of-use asset and operating lease liabilities to be recognized. The Company determines its incremental borrowing rate based on the terms and lease payments of its operating leases and what it would normally pay to borrow, on a collateralized basis, over similar terms for an amount equal to the lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. In addition, the Company does not separate lease components from non-lease components. Long-Lived Asset Impairment The Company reviews long-lived assets for impairment when events or changes in circumstances (“triggering event”) indicate that the carrying value of an asset or group of assets may not be recovered. If a triggering event is determined to have occurred, the carrying value of an asset or group of assets is compared to the future undiscounted cash flows expected to be generated by the asset or group of assets. If the carrying value exceeds the undiscounted cash flows of the asset or group of assets, then impairment exists. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Revenue Recognition The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the biomedical products market and anti-aging products market. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, which are sold both domestically within the United States and internationally. The anti-aging market segment markets and sells a line of skincare products sold through two sales channels: ecommerce and professional. The ecommerce channel sells direct to customers through online orders, while professional sales are to spas, salons and other skincare providers . The following table presents the Company’s revenue disaggregated by segment, product and geography (in thousands): Biomedical market: Year Ended December 31, 2022 Total % of Total Domestic International Revenues Revenues Biomedical products Cells $ 1,442 $ 499 $ 1,941 27 % Media 4,572 618 5,190 73 % Total $ 6,014 $ 1,117 $ 7,131 100 % Year Ended December 31, 2021 Total % of Total Domestic International Revenues Revenues Biomedical products Cells $ 801 $ 546 $ 1,347 23 % Media 3,935 654 4,589 77 % Total $ 4,736 $ 1,200 $ 5,936 100 % Anti-aging market: Year Ended December 31, 2022 2021 Total % of Total Total % of Total Revenues Revenues Revenues Revenues Skin care sales channels Ecommerce $ 1,049 100 % $ 913 74 % Professional — 0 % 327 26 % Total $ 1,049 100 % $ 1,240 100 % Contract terms for unit price, quantity, shipping and payment are governed by sales agreements, invoices or online order forms which the Company considers to be a customer's contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or volume sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. The Company recognizes revenue when its customer obtains control of the promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Product sales generally consist of a single performance obligation that the Company satisfies at a point in time (i.e., upon delivery of the product). For LSC products, online sales and professional sales are pre-paid through credit card charges. The Company sometimes extends 15, 30, or 60-day credit terms to select professional accounts. For biomedical products, standard payment terms for its customers are generally 30 days after the Company satisfies the performance obligation(s). For LSC, the Company honors a 30-day return policy, but historical returns have been minimal and as such, no estimated allowance for sales returns was recorded as of December 31, 2022 and 2021. The Company elects to account for shipping and handling costs, recognized as cost of sales, as activities to fulfill the promise to transfer the goods to a customer. As a result, no consideration is allocated to shipping and handling costs. Rather, the Company accrues the cost of shipping and handling upon shipment of the product, and all contract revenue (i.e., the transaction price) is recognized at the same time. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. From time to time, the Company offers sales promotions on its skincare products such as discounts and free product offers. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur and updated at the end of each reporting period as additional information becomes available. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after a performance obligation is satisfied. As of December 31, 2022 and 2021, accounts receivable, net, totaled $ 747 thousand and $ 844 thousand, respectively. For the years ended December 31, 2022 and 2021 , the Company did no t incur material write-offs of its receivables. Practical Expedients The Company has elected the practical expedient to not determine whether contacts with customers contain significant financing components. The Company pays commissions on certain sales for its biomedical and anti-aging product markets once the customer payment has been received, which are accrued at the time of the sale. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. In addition, the Company has elected to exclude sales taxes consideration from the determined transaction price. Allowance for Sales Returns The Company’s anti-aging products have a 30 -day product return guarantee; however, the Company determined that there is a low probability that returns will occur based on its historical rate of returns. Historically, returns have not been significant and are recognized as a reduction to current period revenue. As of December 31, 2022 and 2021 , the Company recorded no allowance for sales returns. Cost of Sales Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products, as well as related direct materials, general laboratory supplies and an allocation of overhead. Certain of the Company’s licensed technology agreements may require the Company to pay royalties based on the future sale of the Company’s products. Such royalties will be recorded as a component of cost of sales when incurred. Additionally, milestone payments or the amortization of license fees related to developed technologies used in the Company’s products will be included as a component of cost of sales to the extent that such payments become due in the future. Advertising Adverting costs are expensed as incurred and included as a component of selling and marketing costs on the accompanying consolidated statements of operations. For the years ended December 31, 2022 and 2021, advertising costs were approximately $ 220 thousand and $ 165 thousand, respectively. Research and Development Costs Research and development costs, which are expensed as incurred, primarily consist of salaries and benefits associated with research and development personnel, overhead and occupancy costs, contract services costs and amortization of license costs for technology used in research and development with alternative future uses. Research and development costs are net of research and development tax credits earned by Cyto Therapeutics, the Company’s wholly-owned subsidiary based in Australia. The Australian Taxation Office provides for a refundable tax credit in the form of a cash refund equal to 43.5 % of qualified research and development expenditures, not to exceed established thresholds. Since the refund does not depend on an entity’s tax status or tax position, it is outside of the scope of accounting for income taxes and is treated as grant income. The Company recognized reductions to research and development costs of $ 80 thousand and $ 113 thousand for the years ended December 31, 2022 and 2021 , respectively, attributable to the refundable tax credit. Stock-Based Compensation The cost of a stock-based award is measured at the grant date based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of forfeitures which are recognized as incurred, over the requisite service period of the award. The fair value of stock options is estimated using the Black-Scholes option valuation model, which requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. The Company uses the Simplified Method to estimate the term of options granted. The fair value of restricted stock awards is based on the market value of the Company’s common stock on the date of grant. Fair Value of Financial Instruments The Company believes that the carrying value of its cash, accounts receivables, accounts payable, accrued liabilities, Paycheck Protection Program loan and related party note payable as of December 31, 2022 and 2021 approximate their fair values because of the short-term nature of those instruments. Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2022 and 2021, the Company had no financial assets or liabilities measured at fair value on a recurring basis. Income Taxes The Company uses the asset and liability method of accounting for income taxes. When the Company prepares its consolidated financial statements, it estimates income taxes based on the various jurisdictions and countries where it conducts business. This requires the Company to estimate current tax exposure and to assess temporary differences that result from differing treatments of certain items for tax and accounting purposes. Deferred income taxes are recognized based on the differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company then assesses the likelihood that deferred tax assets will be realized. Valuation allowances are established, when it is more likely than not the deferred tax assets will not be realized. When the Company establishes a valuation allowance or increases this allowance in an accounting period, it records a corresponding tax expense in the consolidated statements of operations. The Company includes interest and penalties related to income taxes within its provision for income taxes. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Potentially dilutive common stock equivalents are comprised of stock options, common stock warrants and convertible preferred stock. For the years ended December 31, 2022 and 2021, there was no difference in the number of shares used to calculate basic and diluted shares outstanding as the Company was in a net loss position. For the years ended December 31, 2022 and 2021, the following common stock options and convertible preferred stock were not included in the diluted net loss per share calculation because the effect would be anti-dilutive. Years Ended December 31, 2022 2021 Options outstanding 6,460,654 4,885,531 Redeemable convertible preferred stock 2,457,143 2,457,143 Non-redeemable convertible preferred stock 3,619,379 3,385,075 Total 12,537,176 10,727,749 Comprehensive Loss Comprehensive loss includes all changes in stockholders’ deficit except those resulting from investments by owners and distributions to owners. The Company did not have any items of comprehensive loss other than net loss from operations for the years ended December 31, 2022 and 2021 . Customer Concentrations For the years ended December 31, 2022 and 2021 , one major customer accounted for approxim ately 45 % and 39 % , respectively, of product sales. As of December 31, 2022 and 2021, the customer accounted for 73 % and 62 % , respectively, of accounts receivable, net. No other single customer accounted for more than 10% of product sales or accounts receivable, net, for the years ended. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments— Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years beginning after December 15, 2022 for smaller reporting companies. The new standard will be effective for the Company on January 1, 2023 or at such earlier time where it is no longer a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded features that could be recognized separately from the host contract. Consequently, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 also requires use of the if-converted method in the diluted earnings per share calculation for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for smaller reporting companies, with early adoption permitted. The new standard will be effective for the Company on January 1, 2024 or at such earlier time where it is no longer a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) (“ASU 2021-04”), which clarifies and reduces the diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2021-04 on January 1, 2022 . The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance (“ASU 2021-10”), which improves the transparency of government assistance received by certain business entities by requiring the disclosure of (1) the types of government assistance received; (2) the accounting for such assistance, and (3) the effect of the assistance on the business entity’s financial statements. ASU 2021-10 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2021-10 on January 1, 2022 . The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 2. Inventory The components of inventories are as follows (in thousands): As of December 31, 2022 2021 Raw materials $ 615 $ 592 Work in process 498 507 Finished goods 1,194 983 2,307 2,082 Less: allowance for inventory excess and obsolescence ( 637 ) ( 526 ) Total current and non-current inventory, net $ 1,670 $ 1,556 Inventory, net $ 1,384 $ 1,184 Non-current inventory 286 372 Total current and non-current inventory, net $ 1,670 $ 1,556 As of December 31, 2022 and 2021, the allowance for inventory excess and obsolescence consists of the following activity: As of December 31, 2022 2021 Balance, beginning of year $ 526 $ 611 Provision for inventory reserve 218 89 Write-offs ( 107 ) ( 174 ) Balance, end of year $ 637 $ 526 The write-offs include scrapped inventory and reserved inventory sold. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consist of the following (in thousands): As of December 31, 2022 2021 Machinery and equipment $ 1,603 $ 1,610 Computer equipment and software 217 243 Office equipment 89 104 Leasehold improvements 558 549 Construction in progress — 1 2,467 2,507 Less: accumulated depreciation and amortization ( 2,219 ) ( 2,123 ) Property and equipment, net $ 248 $ 384 Depreciation and amortization expense for the years ended December 31, 2022 and 2021 was $ 137 thousand and $ 171 thousand. During the year ended December 31, 2022 and 2021, the Company disposed of approximately $ 41 thousand and $ 1.0 million, respectively, in property and equipment that had been depreciated and amortized in full and had no impact on the accompanying consolidated statements of operations. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. Intangible Assets Intangible Assets consists of the following (in thousands): As of December 31, 2022 2021 Patents $ 1,286 $ 1,277 Less: accumulated amortization ( 483 ) ( 403 ) 803 874 Indefinite life logos and trademarks 75 75 Intangible assets, net $ 878 $ 949 Amortization expense for the years ended December 31, 2022 and 2021 was $ 81 thousand and $ 91 thousand, respectively. During the years ended December 31, 2022 and 2021, the Company fully impaired and abandoned certain patents that the Company concluded it would no longer defend or incur additional costs to maintain. Impairment charges for the years ended December 31, 2022 and 2021 was zero and $ 250 thousand, respectively. The impairment charges, measured on a cost basis, related to abandonment of certain internally generated and licensed intellectual property in the Company’s therapeutic market segment that was determined by management to have no future economic benefit. The timing of approval of pending patent applications is uncertain and, therefore, are included in the thereafter period below until issued. Pending patents as of December 31, 2022 and 2021 was $ 57 thousand and $ 108 thousand. As of December 31, 2022, future amortization expense related to intangible assets subject to amortization is expected to be as follows (in thousands): Years ending December 31, 2023 $ 82 2024 82 2025 80 2026 76 2027 73 Thereafter 410 Total $ 803 |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Paycheck Protection Program Loan | 5. Paycheck Protection Program Loan In May 2020, the Company received a loan of $ 654 thousand from its lender under the Paycheck Protection Program (“First Draw Loan”). The Paycheck Protection Program (“PPP”), as amended, was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The First Draw Loan has a two-year term and bears interest at a rate of 1 % per annum. Principal and interest payments are deferred for ten months following the loan forgiveness period, which is defined as the 24-week period following the loan origination date, at which time the loan balance is payable in monthly installments unless the Company applies for, and receives, forgiveness in accordance with the CARES Act and the terms of the loan executed by the Company and its lender. As required by the CARES Act, the Company used the proceeds from the PPP Loan for payroll, healthcare benefits, rent and other qualifying expenses. On March 2021, the Company received a loan of approximately $ 474 thousand from its lender under the PPP (“Second Draw Loan”). The Second Draw Loan has a five-year term and bears interest at a rate of 1 % per annum. Principal and interest payments are deferred until August 2022, at which time the loan balance is payable in monthly installments unless the Company applies for, and receives, forgiveness in accordance with the CARES Act and the terms of the loan executed by the Company and its lender. The Second Draw Loan was used to help fund payroll, healthcare benefits, rent, worker protection costs related to COVID-19, certain supplier costs and other qualifying expenses. In June 2021, the Company applied for and received forgiveness of its First Draw Loan in whole from the SBA and its lender. The amount of forgiveness totaled $ 661 thousand which consisted of unpaid principal and accrued interest. In August 2021, the Company applied for and received forgiveness of its Second Draw Loan in whole from the SBA and its lender. The amount of forgiveness totaled $ 476 thousand, which consisted of unpaid principal and accrued interest. The Company recorded the forgiveness of the First Draw Loan and Second Draw Loan as a gain in other income (expense), net, on the accompanying consolidated statements of operations. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock | 6. Convertible Preferred Stock As of December 31, 2022 and 2021, the Company was authorized to issue 20,000,000 shares of preferred stock , $ 0.001 par value per share. The Company has designated 50 shares of Series D redeemable convertible preferred stock and as of both December 31, 2022 and 2021, a total of 10,004,310 of Series B, Series G and Series I-2 non-redeemable convertible preferred stock. The Company’s Series B, Series G and Series I-2 non-redeemable convertible preferred stock has been classified as equity on the accompanying consolidated balance sheets. During the year ended December 31, 2021 , holders of all remaining shares of the Company’s Series I-1 preferred stock converted 814 shares of issued and outstanding Series I-1 preferred stock into 465,300 shares of common stock of the Company. In June 2021, the Company filed a Certificate of Elimination for the Series I-1 convertible preferred stock with the Secretary of State of the State of Delaware. The Certificate of Elimination amended the provisions of the Certificate of Incorporation of the Company to eliminate the powers, designations, preferences, privileges and other rights of the Series I-1 preferred stock. The authorized, issued and outstanding shares of non-redeemable convertible preferred stock as of December 31, 2022 consist of the following: Shares Shares Issued Liquidation Carrying Authorized and Outstanding Preference Value (in thousands) Series B 5,000,000 250,000 $ 471 $ — Series G 5,000,000 5,000,000 5,000 5 Series I-2 4,310 4,310 4,310 — Total 10,004,310 5,254,310 $ 9,781 $ 5 The authorized, issued and outstanding shares of non-redeemable convertible preferred stock as of December 31, 2021 consist of the following: Shares Shares Issued Liquidation Carrying Authorized and Outstanding Preference Value (in thousands) Series B 5,000,000 250,000 $ 456 $ — Series G 5,000,000 5,000,000 5,000 5 Series I-2 4,310 4,310 4,310 — Total 10,004,310 5,254,310 $ 9,766 $ 5 The significant rights and preferences of the Company’s convertible preferred stock are as follows: Dividends Holders of the Company’s convertible preferred stock are entitled to participating dividends with common stock when and if declared by the Company’s board of directors. No dividends have been declared as of December 31, 2022. Liquidation Liquidation preference among classes of preferred shares is first with Series D with priority, followed by Series G, Series B and Series I-2 on the proceeds from any sale or liquidation of the Company in an amount equal to the purchase price of shares plus (in the case of the Series B) an amount equal to 1 % of the Series B original issue price for every two calendar months from February 1, 2008. Following the satisfaction of the liquidation preferences, all shares of common stock participate in any remaining distribution. Conversion The conversion rates of the Series B, Series D, and Series I-2 are subject to anti-dilution adjustments whereby, subject to specified exceptions, if the Company issues equity securities or securities convertible into equity at a price below the applicable conversion price of the Series B, Series D, and Series I-2, the conversion price of each such series shall be adjusted downward to equal the price of the new securities. The conversion rate of the Series G is subject to a weighted-average adjustment in the event of the issuance of additional shares of common stock below the conversion price, subject to specified exceptions. Upon the occurrence of an event that triggers a down round protection, the Company will recognize the value of the down round as a beneficial conversion discount. The conversion price of the Series I-2 are also subject to certain resets as set forth in the Certificates of Designation, including a reverse stock split. The following table summarizes the number of shares of common stock into which each share of convertible preferred stock can be converted as of December 31, 2022: Conversion Initial Current Ratio to Conversion Conversion Common Price Price Stock Series B $ 75.00 $ 0.39 2.56 Series D $ 37.50 $ 1.75 57,142.86 Series G $ 60.00 $ 9.69 0.10 Series I-2 $ 1.75 $ 1.75 571.43 Voting The holders of Series B, Series D, and Series G are entitled to one vote for each share of common stock into which it would convert. As long as there are at least 10 shares of Series D outstanding, the holders of Series D have (i) the right to nominate and elect two members of the Board of Directors, and (ii) the right to approve specified significant transactions affecting the Company. As long as there are at least 1,000,000 shares of Series G outstanding, the holders of Series G have the initial right to propose the nomination of two members of the Board, at least one of which such nominees shall be subject to the approval of the Company’s independent directors, for election by the stockholders at the Company’s next annual meeting of stockholders, or, elected by the full board of directors to fill a vacancy, as the case may be. At least one of the two directors nominated by holders of the Series G shall be independent. The holder of Series I-2 has no voting rights, except as required by law. Series D Preferred Stock Redemption The Company’s Series D redeemable convertible preferred stock contains a contingent redemption feature that is not solely within the Company’s control. Accordingly, the Series D redeemable convertible preferred stock is classified in temporary equity (outside of permanent equity) on the accompanying consolidated balance sheets. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | 7. Stockholders’ Deficit Common Stock As of December 31, 2022, the Company was authorized to issue 120,000,000 shares of common stock, $ 0.001 par value per share. Common Stock Warrants In March 2016, the Company issued warrants exercisable for 11,159,995 shares of common stock at an exercise price of $ 1.75 per share to certain placement agents and existing investors in connection with financing arrangements. The common stock warrants issued in March 2016 expired unexercised on March 15, 2021 . Common Stock Reserved for Future Issuance As of December 31, 2022, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 6,858,492 Common stock available for issuance under the 2010 Plan 2,674,566 Redeemable convertible preferred stock 2,457,143 Non-redeemable convertible preferred stock 3,619,379 Total 15,609,580 |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans | 8. Equity Incentive Plans The Company adopted the 2006 Equity Participation Plan (as amended the “2006 Plan”), which provides for the grant of stock options, restricted stock and other equity-based awards. Awards for up to 100,000 shares may be granted to employees, directors and consultants under this Plan. The options granted under the 2006 Plan may be either qualified or non-qualified options. Options may be granted with different vesting terms and expire no later than 10 years from the date of grant. The 2006 Plan expired on November 16, 2016 . Options and other equity-based awards granted prior to the expiration of the 2006 Plan will continue in effect until the option or award is exercised or terminates pursuant to its terms. No new awards may be granted under the 2006 Plan following its expiration. In April 2010, the Company adopted the 2010 Equity Participation Plan, as amended (the “2010 Plan”), which provides for the grant of stock options, restricted stock and other equity-based awards. Awards for up to 9,700,000 shares may be granted to employees, directors and consultants under the 2010 Plan. The options granted under the 2010 Plan may be either qualified or non-qualified options. Options may be granted with different vesting terms and expire no later than 10 years from the date of grant. In June 2020, the Company amended the 2010 Plan to extend the term of the 2010 Plan until March 2030 . No other material provisions were amended. Stock Options Transactions involving stock options issued to employees, directors and consultants under the 2006 Plan and the 2010 Plan are summarized below. Options issued have a maximum life of 10 years and no options were exercised in the years ended December 31, 2022 and 2021 . The following tables summarize the changes in options outstanding and the related exercise prices for the Company’s common stock options issued: Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Outstanding Exercise Term Value Options Price (in years) (in thousands) Outstanding at December 31, 2021 5,373,203 $ 1.42 Granted 2,338,528 $ 0.45 Forfeited or cancelled ( 846,468 ) $ 1.58 Expired ( 6,771 ) $ 51.98 Outstanding at December 31, 2022 6,858,492 $ 1.02 7.37 $ — Vested and expected to vest at December 31, 2022 6,557,597 $ 1.05 7.29 $ — Exercisable at December 31, 2022 4,561,172 $ 1.31 6.49 $ — Stock-Based Compensation The weighted-average assumptions used in the Black-Scholes option valuation model to determine the fair value of stock options grants for the years ended December 31, 2022 and 2021 were as follows: Years Ended December 31, 2022 2021 Risk-free interest rate 2.86 % 0.89 % Expected stock price volatility 90.29 % 83.90 % Expected dividend yield 0 % 0 % Expected life of options (in years) 5.71 5.67 Weighted-average fair value of awards granted $ 0.33 $ 0.27 Total stock-based compensation expense for the years ended December 31, 2022 and 2021 was comprised of the following (in thousands): Years Ended December 31, 2022 2021 Cost of sales $ 5 $ 21 Research and development 42 46 Selling and marketing 7 32 General and administrative 345 545 Total $ 399 $ 644 Unrecognized compensation expense related to stock options as of December 31, 2022 was $ 609 thousand, which is expected to be recognized over a weighted-average period of approximately 1.99 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions Related party lease agreements In 2011, the Company executed an operating lease for its corporate offices with S Real Estate Holdings LLC. S Real Estate Holdings LLC is owned by Dr. Russell Kern, the Company’s Executive Vice President and Chief Scientific Officer. The lease agreement was approved by the Board of Directors and was reviewed by the Company’s outside legal counsel. The terms of the lease were reviewed by a committee of independent directors, and the Company believes that, in total, those terms are at least as favorable to the Company as could be obtained for comparable facilities from an unaffiliated party. In March 2017, the Company signed an amendment to the lease agreement to extend the term of the lease until 2020 and include annual adjustments to the monthly lease payments. In March 2020, the Company entered into an amendment to the lease agreement. The amendment extended the term of the lease for three years (until February 28, 2023 ) and provided for a 2 % increase in monthly rent. For the years ended December 31, 2022 and 2021 , the Company recorded zero and $ 157 thousand, respectively, in operating lease cost that was related to the facility lease arrangement with related parties. On October 26, 2021, the Company and S Real Estate Holdings, LLC jointly entered into a lease agreement with Rehco Holdings, LLC (the “Lease”), for the purpose of establishing a new corporate headquarters, including corporate, R&D, and manufacturing operations. The Lease was personally guaranteed by the Dr. Russell Kern, the Company’s Executive Vice President and Chief Scientific Officer. On December 15, 2021, the Company and S Real Estate Holdings LLC entered into a co-tenant agreement, whereby the Company and S Real Estate Holdings LLC agreed to allocate portions of the base rent and variable charges, including insurance, maintenance costs, taxes and operating expenses, between the parties. During the term of the Lease, the Company will be liable for 40 % of all costs incurred in connection with the Lease, while S Real Estate Holdings LLC will be liable for the remaining 60 %. On December 27, 2021, the Company and S Real Estate Holdings LLC mutually agreed to terminate the operating lease for its corporate offices for the purpose of consolidating its operations to its new corporate headquarters (refer to Note 11 – Commitments and Contingencies, for further information). Pursuant to the termination agreement, the Company surrendered the leased premises effective December 31, 2021, and no termination penalties were incurred by the Company. In addition, S Real Estate Holdings LLC released the Company of its obligation to pay base rent for the month of December 2021. Related party note payable Between March 6, 2018 and December 17, 2019, to obtain funding for working capital purposes, the Company borrowed a total of $ 2.3 million from Dr. Semechkin and issued an unsecured, non-convertible promissory note in the principal amount of $ 2.3 million (the “Note”) to Dr. Semechkin. The outstanding principal amount under the Note accrued interest at a rate of 4.5 % per annum. The outstanding principal and accrued interest on the Note was due and payable on January 15, 2021 and could be pre-paid without penalty at any time. On January 15, 2021, the Company and Dr. Semechkin agreed to extend the maturity date of the New Note to January 15, 2022 . No other terms of the Note were modified as a result of the extension. On March 5, 2021, to obtain additional funding for working capital purposes, the Company further modified the Note and issued an unsecured, non-convertible promissory note (the “New Note”) in the amount of $ 2.7 million to Dr. Semechkin. In exchange, Dr. Semechkin surrendered the Note and provided additional funding in the amount of $ 350 thousand to the Company. The outstanding principal amount under the New Note accrues interest at a rate of 4.5 % per annum. The outstanding principal and accrued interest on the New Note is due and payable on January 15, 2022 and may be pre-paid by the Company without penalty at any time. On January 13, 2022, to obtain additional funding for working capital purposes, the Company further modified the Note and issued an unsecured, non-convertible promissory note (the “January 2022 Note”) in the amount of $ 2.9 million to Dr. Semechkin. In exchange, Dr. Semechkin surrendered the Note and provided additional funding in the amount of $ 250 thousand to the Company. The outstanding principal amount under the January 2022 Note accrues interest at a rate of 4.5 % per annum. The outstanding principal and accrued interest on the January 2022 Note was due and payable on March 15, 2022 and may be pre-paid by the Company without penalty at any time. On March 1, 2022, the Noteholder surrendered the January 2022 Note, and the Company issued a new promissory note (“March 2022 Note”), which featured all the same terms as the previously outstanding note, with the exception of an extension of the maturity date from March 15, 2022 to September 15, 2022 . The March 2022 Note has a principal balance of $ 2.9 million, an interest rate of 4.5 %, and features optional prepayment terms. There were no debt issuance fees associated with this issuance. On September 15, 2022, the Noteholder surrendered the March 2022 Note, and the Company issued a new promissory note (“September 2022 Note”), which featured all the same terms as the previously outstanding note, with the exception of an extension of the maturity date from September 15, 2022 to March 15, 2023 . The September 2022 Note has a principal balance of $ 2.9 million, an interest rate of 4.5 %, and features optional prepayment terms. There were no debt issuance fees associated with this issuance. The amendments qualify as a troubled debt restructuring which did not result in a gain as the carrying amount of the debt was less than the total future cash payments of the restructured debt. On March 14, 2023, the Noteholder surrendered the September 2022 Note, and the Company issued a new promissory note (“March 2023 Note”), which featured all the same terms as the previously outstanding note, with the exception of an extension of the maturity date from March 15, 2023 to September 15, 2023 . The March 2023 Note has a principal balance of $ 2.9 million, an interest rate of 4.5 %, and features optional prepayment terms. There were no debt issuance fees associated with this issuance. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company accounts for income taxes in accordance with applicable authoritative guidance, which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at December 31, 2022, operating loss carryforwards of approximately $ 73.5 million, which may be applied against future taxable income and will expire in various years through 2038 . However, any net operating loss carryforwards generated in 2018 and future tax years will not expire and are carried forward indefinitely. At December 31, 2021, the Company had operating loss carryforwards of approximately $ 74.9 million. The decrease in federal operating loss carryforwards for the year ended December 31, 2022 is approximately $ 1.4 million. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined at this time. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards, R&D credits, and accruals; therefore, no net deferred tax asset has been recognized. A reconciliation of the statutory federal income tax rate and the effective income tax rate for the year ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Permanent items ( 5.1 %) ( 7.0 %) State income taxes, net of federal taxes ( 8.5 %) ( 0.2 %) Foreign 0.8 % ( 0.8 %) Change in valuation allowance 190.7 % 46.6 % Forgiveness of PPP loans 0.0 % 26.7 % Stock-based compensation 8.0 % ( 83.8 %) Adjustment to NOL for ERC ( 40.6 %) 0.0 % Change in uncertain tax positions ( 170.0 %) 0.0 % Other 3.7 % ( 2.5 %) Effective income tax rate 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction, and various states. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2017. The Company follows the provisions of FASB Accounting Standards Codification 740-10 (ASC 740-10), Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in consolidated financial statements of uncertain tax positions that have been taken or expected to be taken on a tax return. At December 31, 2022 and 2021, the Company's reserve for unrecognized tax benefits is approximately $ 953 thousand and zero , respectively. Due to the full valuation allowance at December 31, 2022, current adjustments to the unrecognized tax benefits will have no impact on the Company's effective tax rate. The Company does not anticipate any significant change in its unrecognized tax benefits within 12 months of this reporting date. The Company includes penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. A reconciliation of the reserve for unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2021 $ — Increase (decrease) of unrecognized tax benefits taken in prior years 953 Balance at December 31, 2022 $ 953 The Company may be subject to IRC Code Section 382 and 383, which could limit the amount of the net operating loss and tax credit carryovers that can be used in future years. The Company has not completed a study to assess whether an ownership change has occurred, as defined by IRC Sections 382 and 383, or whether there have been ownership changes since the Company's formation due to the complexity and cost associated with such study, and the fact that there may be additional such ownership changes in the future. The Company estimates that if such a change did occur, the federal and state net operating loss carryforwards and research and development credit carryforwards that can be utilized in the future would be significantly limited. There can be no assurance that the Company will ever be able to realize the benefit of some or all of the federal and state loss carryforwards or credit carryforwards, either due to ongoing operating losses or due to ownership change limitations. Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, 2022 2021 Net operating loss carryforwards $ 19,266 $ 19,603 Research and development tax credit 1,993 2,899 Stock-based compensation 1,252 1,153 Other 425 235 Non-current deferred tax assets 22,936 23,890 Valuation allowance ( 22,936 ) ( 23,890 ) Net deferred tax assets $ — $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases As of December 31, 2022 , the Company has three operating leases for real estate in California and Maryland: • San Diego, California – corporate headquarters, including corporate, R&D, and manufacturing operations, with a term date of December 2026 , jointly leased with a related party (refer to Note 9 – Related Party Transactions, for further information); • San Diego, California – supplemental office space adjacent to the Company’s corporate headquarters with a term date of December 2026 ; and • Frederick, Maryland – mixed laboratory and administrative space with a term date of November 2025 . In October 2021, the Company entered into an operating lease for its new corporate headquarters. The lease commenced on November 1, 2021 and expires on December 31, 2026 . At commencement, base rent due under the lease was approximately $ 11 thousand and increases approximately 3.5 % per annum over the lease term. The lease is subject to additional variable charges, including insurance, maintenance costs, taxes and operating expenses. Base rent and additional variable charges are shared between the Company and S Real Estate Holdings LLC, a related party, pursuant to a co-tenant agreement between the parties (refer to Note 9 – Related Party Transactions, for further information). In addition, base rent for months two through five of the lease term were abated by 50 %. At lease commencement, the Company recognized a right-of-use asset and lease liabilities of approximately $ 232 thousand. In November 2021, the Company entered into an operating lease for supplemental office space adjacent to its new corporate headquarters with the same landlord. The lease commenced on December 1, 2021 and expires on December 31, 2026 and is not subject to the co-tenant agreement with S Real Estate Holdings, LLC. At commencement, base rent due under the supplemental office lease was approximately $ 4 thousand per month and increases at a fixed amount per annum over the lease term. At lease commencement, the Company recognized a right-of-use asset and lease liabilities of approximately $ 247 thousand. The Company’s operating leases for real estate are subject to additional variable charges for common area maintenance and other variable costs, and do not include an option to extend the lease term. As of December 31, 2022, total right-of-use assets and operating lease liabilities were approximately $ 727 thousand and $ 950 thousand, respectively. As of December 31, 2022 , the Company had no finance leases. Information related to the Company’s right-of-use assets and related lease liabilities were as follows (in thousands): Years Ended December 31, 2022 2021 Operating lease costs $ 278 $ 456 Short-term lease costs 7 1 Variable lease costs 167 225 Total lease costs $ 452 $ 682 Operating cash used for operating leases 317 508 Right-of-use asset obtained in exchange for operating lease liability — 479 Weighted-average remaining lease term (years) 3.43 4.42 Weighted-average discount rate 13.38 % 13.48 % Maturities of lease liabilities as of December 31, 2022 were as follows (in thousands): Years ending December 31, 2023 $ 338 2024 349 2025 360 2026 118 Total minimum lease payments 1,165 Less: imputed interest ( 215 ) Total future minimum lease payments 950 Less: operating lease liabilities, current ( 230 ) Operating lease liabilities, net of current portion $ 720 Licensed Patents The Company had a minimum annual license fee of $ 75 thousand payable in two installments per year to Astellas Pharma pursuant to the amended UMass IP license agreement. The patents, along with the license agreement, expired at the end of July 2022 . These patents were fully impaired in prior years and therefore the expiration did not result in any impairment for the year ended December 31, 2022 . The Company does not anticipate any short-term liquidity effects from this obligation as they will no longer be liable for the annual licensing fee. |
Segments and Geographic Informa
Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | 12. Segments and Geographic Information The Company operates the business on the basis of three reporting segments, the parent company and two business units: ISCO – therapeutic market; LCT – biomedical market, and; LSC – anti-aging market. The Company does not measure the performance of its segments on any asset-based metrics. Therefore, segment information is presented only for net loss. Results of operations by market segment were as follows (in thousands): Years Ended December 31, 2022 2021 Revenues: Biomedical market $ 7,131 $ 5,936 Anti-aging market 1,049 1,240 Total revenues 8,180 7,176 Operating expenses: Therapeutic market 2,369 3,267 Biomedical market 4,384 4,346 Anti-aging market 1,610 1,484 Total operating expenses 8,363 9,097 Operating income (loss): Therapeutic market ( 2,369 ) ( 3,267 ) Biomedical market 2,747 1,590 Anti-aging market ( 561 ) ( 244 ) Total operating loss ( 183 ) ( 1,921 ) Other income (expense), net: Therapeutic market ( 135 ) 1,012 Biomedical market ( 8 ) ( 2 ) Anti-aging market ( 5 ) 12 Total other income (expense), net ( 148 ) 1,022 Net loss: Therapeutic market ( 2,504 ) ( 2,255 ) Biomedical market 2,739 1,588 Anti-aging market ( 566 ) ( 232 ) Total net loss $ ( 331 ) $ ( 899 ) Geographic Information The Company’s wholly-owned subsidiaries are located in Maryland, California and Melbourne, Australia, and have customer and vendor relationships worldwide. The Company's long-lived assets including property, plant, and equipment, net, right-of-use assets, and intangible assets, net are domiciled in the United States. Significant revenues in the following regions are those that are attributable to the individual country within the region to which the product was shipped (in thousands): Years Ended December 31, 2022 2021 United States $ 7,016 $ 5,917 Asia 690 806 Europe 393 345 All other regions 81 108 Total $ 8,180 $ 7,176 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On March 14, 2023, the Noteholder surrendered the September 2022 Note, and the Company issued a new Promissory Note (“March 2023 Note”), which featured all the same terms as the previously outstanding note, with the exception of an extension of the maturity date from March 15, 2023 to September 15, 2023 . The March 2023 Note has a principal balance of $ 2.9 million, an interest rate of 4.5 %, and features optional prepayment terms. There were no debt issuance fees associated with this issuance. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business International Stem Cell Corporation (the “Company”) was organized in Delaware in June 2005 and is publicly traded on the OTCQX under the symbol “ISCO”. The Company is primarily a research and development company, for the therapeutic market, which has focused on advancing potential clinical applications of human parthenogenetic stem cells (“hpSCs”) for the treatment of various diseases of the central nervous system and liver diseases. The Company has the following wholly-owned subsidiaries: • Lifeline Cell Technology, LLC (“LCT”) – for the biomedical market, develops, manufactures and commercializes primary human cell research products including over 200 human cell culture products, including frozen human “primary” cells and the reagents (called “media”) needed to grow, maintain and differentiate the cells; • Lifeline Skin Care, Inc. (“LSC”) – for the anti-aging market, develops, manufactures and markets a category of anti-aging skin care products based on the Company’s proprietary parthenogenetic stem cell technology and small molecule technology; • Cyto Therapeutics Pty. Ltd. (“Cyto Therapeutics”) – performs research and development (“R&D”) for the therapeutic market and is currently conducting clinical trials in Australia for the use of ISC-hpNSC® in the treatment of Parkinson’s disease. |
COVID-19 Pandemic | COVID-19 Pandemic The COVID-19 pandemic has caused business disruptions in the Company’s business globally. The Company’s consolidated financial statements reflect judgments and estimates that could change in the future as a result of the COVID-19 pandemic. As of the date of this report, the Company expects the COVID-19 pandemic will continue to impact its business, financial condition, liquidity, and future results of operations. The full extent to which the COVID-19 pandemic will impact the Company remains uncertain and ultimately will be dictated by the length and severity of the pandemic, as well as the economic recovery and federal, state and local government actions taken in response. The Company is continuing to monitor the impact of COVID-19 on the Company’s operations, workforce, suppliers, customers and industry. |
Liquidity and Going Concern | Liquidity and Going Concern The Company had an accumulated deficit of approximately $ 110.3 million as of December 31, 2022 and has historically incurred net losses and negative operating cash flows. The Company has had no revenue from its principal operations in therapeutic and clinical product development through research and development efforts. Unless the Company obtains additional financing, the Company does not have sufficient cash on hand to sustain operations for at least through one year from the issuance date of these consolidated financial statements. There can be no assurance that the Company will be successful in maintaining normal operating cash flow or obtaining additional funding. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional financing. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations. The Company will need to obtain significant additional funding from sources, including debt and/or equity financing, license arrangements, grants and/or collaborative research arrangements to sustain its operations and develop products. The timing and degree of any future capital requirements will depend on many factors, including: • the accuracy of the assumptions underlying the estimates for capital needs in 2022 and beyond; • the extent that revenues from sales of LSC and LCT products cover the related costs and provide capital; • scientific progress in research and development programs; • the magnitude and scope of the Company’s research and development programs and its ability to establish, enforce and maintain strategic arrangements for research, development, clinical testing, manufacturing and marketing; • the progress with preclinical development and clinical trials; • the extent to which third party interest in Company’s research and commercial products can be realized through effective partnerships; • the time and costs involved in obtaining regulatory approvals; • the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; • the number and type of product candidates that the Company decides to pursue; and • the development of major public health concerns, including COVID-19 or other pandemics arising globally, and the current and future impact that such concerns may have on the Company’s operations and funding requirements. Additional debt financing may be expensive and require the Company to pledge all or a substantial portion of its assets. If additional funds are obtained through arrangements with collaborative partners, these arrangements may require the Company to relinquish rights to some of its technologies, product candidates or products that the Company would otherwise seek to develop and commercialize on its own. Furthermore, if sufficient capital is not available, the Company may be required to delay, reduce the scope of or eliminate one or more of its product initiatives. The Company’s failure to raise capital or enter into applicable arrangements when needed would have a negative impact on its financial condition. |
Principles of Consolidation and Foreign Currency Transactions | Principles of Consolidation and Foreign Currency Transactions The consolidated financial statements include the accounts of International Stem Cell Corporation and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The functional currency of the Company and its subsidiaries, including its wholly-owned Australian subsidiary, Cyto Therapeutics, is the U.S. dollar. Assets and liabilities that are not denominated in the functional currency are remeasured into U.S. dollars at foreign currency exchange rates in effect at the respective balance sheet dates. Revenue and expenses are translated at the average rate in effect on the date of the transaction. Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in general and administrative expense in the accompanying consolidated statements of operations and were not material for the periods presented. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates include patent life (remaining legal life versus remaining useful life), allowance for excess and obsolete inventories, and stock option awards using the Black-Scholes option valuation model. Actual results could differ from those estimates. |
Segments | Segments The Company’s chief operating decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information by each reportable company’s statement of operations. The Company operates the business on the basis of three reporting segments, the parent company and two business units: ISCO – therapeutic market; LCT – biomedical market, and; LSC – anti-aging market. |
Inventory | Inventory Inventory is accounted for using the average cost and first-in, first-out (“FIFO”) methods for LCT cell culture media and reagents, average cost and specific identification methods for LSC products, and specific identification method for other LCT products. Inventory balances are stated at the lower of cost or net realizable value. Laboratory supplies used in the research and development process are expensed as consumed. LCT’s inventory has a long product life cycle, does not have a shelf life when frozen, and future demand is uncertain. As such, at each reporting period, the Company estimates its reserve for allowance for excess and obsolete inventory using historical sales data and inventory turnover rates. The establishment of a reserve for excess and obsolete inventory establishes a new cost basis in the inventory. If the Company is able to sell such inventory, any related reserves would be reduced in the period of sale. The value of the inventory that is not expected to be sold within one year of the current reporting period is classified as non-current inventory on the accompanying consolidated balance sheets. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the net invoice value and are not interest bearing. Accounts receivable primarily consist of trade accounts receivable from the sales of LCT’s products, timing of cash receipts by the Company related to LSC credit card sales to customers, as well as LSC trade receivable amounts related to spa and distributor sales. The Company considers receivables past due based on the contractual payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. The Company recorded an allowance for doubtful accounts as of both December 31, 2022 and 2021 of $ 3 thousand. |
Advances | Advances In June 2008, the Company entered into an agreement with BioTime, Inc. (“BioTime”), whereby BioTime paid an advance of $ 250 thousand to LCT to produce, make, and distribute certain products. The $ 250 thousand advance will be paid down with the first $ 250 thousand of net revenues that otherwise would be allocated to LCT under the agreement. As of December 31, 2022 , no revenues were realized and attributable to BioTime under this agreement. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. The provision for depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years . Leasehold improvements are capitalized and amortized over the shorter of the remaining term of the lease or the estimated life of the assets. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired patent licenses and capitalized legal fees related to the acquisition, filing, maintenance, and defense of patents and trademarks. Amortization begins once the patent is issued by the appropriate authoritative bodies. In the period in which a patent application is rejected or efforts to pursue the patent are abandoned, all the related accumulated costs are expensed. Patents and other intangible assets are amortized on a straight-line basis over the shorter of the useful life of the underlying patent, which is generally 15 years, or when the intangible asset is rejected or abandoned. All amortization expense and impairment charges related to intangible assets are included in general and administrative expense in the accompanying consolidated statements of operations. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets, operating lease obligations, current, and operating lease obligations, net of current portion, on the Company’s consolidated balance sheets. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of future minimum lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses a discount rate based on its estimated incremental borrowing rate to determine the right-of-use asset and operating lease liabilities to be recognized. The Company determines its incremental borrowing rate based on the terms and lease payments of its operating leases and what it would normally pay to borrow, on a collateralized basis, over similar terms for an amount equal to the lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. In addition, the Company does not separate lease components from non-lease components. |
Long-Lived Asset Impairment | Long-Lived Asset Impairment The Company reviews long-lived assets for impairment when events or changes in circumstances (“triggering event”) indicate that the carrying value of an asset or group of assets may not be recovered. If a triggering event is determined to have occurred, the carrying value of an asset or group of assets is compared to the future undiscounted cash flows expected to be generated by the asset or group of assets. If the carrying value exceeds the undiscounted cash flows of the asset or group of assets, then impairment exists. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. |
Revenue Recognition | Revenue Recognition The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the biomedical products market and anti-aging products market. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, which are sold both domestically within the United States and internationally. The anti-aging market segment markets and sells a line of skincare products sold through two sales channels: ecommerce and professional. The ecommerce channel sells direct to customers through online orders, while professional sales are to spas, salons and other skincare providers . The following table presents the Company’s revenue disaggregated by segment, product and geography (in thousands): Biomedical market: Year Ended December 31, 2022 Total % of Total Domestic International Revenues Revenues Biomedical products Cells $ 1,442 $ 499 $ 1,941 27 % Media 4,572 618 5,190 73 % Total $ 6,014 $ 1,117 $ 7,131 100 % Year Ended December 31, 2021 Total % of Total Domestic International Revenues Revenues Biomedical products Cells $ 801 $ 546 $ 1,347 23 % Media 3,935 654 4,589 77 % Total $ 4,736 $ 1,200 $ 5,936 100 % Anti-aging market: Year Ended December 31, 2022 2021 Total % of Total Total % of Total Revenues Revenues Revenues Revenues Skin care sales channels Ecommerce $ 1,049 100 % $ 913 74 % Professional — 0 % 327 26 % Total $ 1,049 100 % $ 1,240 100 % Contract terms for unit price, quantity, shipping and payment are governed by sales agreements, invoices or online order forms which the Company considers to be a customer's contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or volume sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. The Company recognizes revenue when its customer obtains control of the promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Product sales generally consist of a single performance obligation that the Company satisfies at a point in time (i.e., upon delivery of the product). For LSC products, online sales and professional sales are pre-paid through credit card charges. The Company sometimes extends 15, 30, or 60-day credit terms to select professional accounts. For biomedical products, standard payment terms for its customers are generally 30 days after the Company satisfies the performance obligation(s). For LSC, the Company honors a 30-day return policy, but historical returns have been minimal and as such, no estimated allowance for sales returns was recorded as of December 31, 2022 and 2021. The Company elects to account for shipping and handling costs, recognized as cost of sales, as activities to fulfill the promise to transfer the goods to a customer. As a result, no consideration is allocated to shipping and handling costs. Rather, the Company accrues the cost of shipping and handling upon shipment of the product, and all contract revenue (i.e., the transaction price) is recognized at the same time. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. From time to time, the Company offers sales promotions on its skincare products such as discounts and free product offers. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur and updated at the end of each reporting period as additional information becomes available. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after a performance obligation is satisfied. As of December 31, 2022 and 2021, accounts receivable, net, totaled $ 747 thousand and $ 844 thousand, respectively. For the years ended December 31, 2022 and 2021 , the Company did no t incur material write-offs of its receivables. Practical Expedients The Company has elected the practical expedient to not determine whether contacts with customers contain significant financing components. The Company pays commissions on certain sales for its biomedical and anti-aging product markets once the customer payment has been received, which are accrued at the time of the sale. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. In addition, the Company has elected to exclude sales taxes consideration from the determined transaction price. |
Allowance for Sales Returns | Allowance for Sales Returns The Company’s anti-aging products have a 30 -day product return guarantee; however, the Company determined that there is a low probability that returns will occur based on its historical rate of returns. Historically, returns have not been significant and are recognized as a reduction to current period revenue. As of December 31, 2022 and 2021 , the Company recorded no allowance for sales returns. |
Cost of Sales | Cost of Sales Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products, as well as related direct materials, general laboratory supplies and an allocation of overhead. Certain of the Company’s licensed technology agreements may require the Company to pay royalties based on the future sale of the Company’s products. Such royalties will be recorded as a component of cost of sales when incurred. Additionally, milestone payments or the amortization of license fees related to developed technologies used in the Company’s products will be included as a component of cost of sales to the extent that such payments become due in the future. |
Advertising | Advertising Adverting costs are expensed as incurred and included as a component of selling and marketing costs on the accompanying consolidated statements of operations. For the years ended December 31, 2022 and 2021, advertising costs were approximately $ 220 thousand and $ 165 thousand, respectively. |
Research and Development Costs | Research and Development Costs Research and development costs, which are expensed as incurred, primarily consist of salaries and benefits associated with research and development personnel, overhead and occupancy costs, contract services costs and amortization of license costs for technology used in research and development with alternative future uses. Research and development costs are net of research and development tax credits earned by Cyto Therapeutics, the Company’s wholly-owned subsidiary based in Australia. The Australian Taxation Office provides for a refundable tax credit in the form of a cash refund equal to 43.5 % of qualified research and development expenditures, not to exceed established thresholds. Since the refund does not depend on an entity’s tax status or tax position, it is outside of the scope of accounting for income taxes and is treated as grant income. The Company recognized reductions to research and development costs of $ 80 thousand and $ 113 thousand for the years ended December 31, 2022 and 2021 , respectively, attributable to the refundable tax credit. |
Stock-Based Compensation | Stock-Based Compensation The cost of a stock-based award is measured at the grant date based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of forfeitures which are recognized as incurred, over the requisite service period of the award. The fair value of stock options is estimated using the Black-Scholes option valuation model, which requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. The Company uses the Simplified Method to estimate the term of options granted. The fair value of restricted stock awards is based on the market value of the Company’s common stock on the date of grant. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company believes that the carrying value of its cash, accounts receivables, accounts payable, accrued liabilities, Paycheck Protection Program loan and related party note payable as of December 31, 2022 and 2021 approximate their fair values because of the short-term nature of those instruments. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2022 and 2021, the Company had no financial assets or liabilities measured at fair value on a recurring basis. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. When the Company prepares its consolidated financial statements, it estimates income taxes based on the various jurisdictions and countries where it conducts business. This requires the Company to estimate current tax exposure and to assess temporary differences that result from differing treatments of certain items for tax and accounting purposes. Deferred income taxes are recognized based on the differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company then assesses the likelihood that deferred tax assets will be realized. Valuation allowances are established, when it is more likely than not the deferred tax assets will not be realized. When the Company establishes a valuation allowance or increases this allowance in an accounting period, it records a corresponding tax expense in the consolidated statements of operations. The Company includes interest and penalties related to income taxes within its provision for income taxes. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Potentially dilutive common stock equivalents are comprised of stock options, common stock warrants and convertible preferred stock. For the years ended December 31, 2022 and 2021, there was no difference in the number of shares used to calculate basic and diluted shares outstanding as the Company was in a net loss position. For the years ended December 31, 2022 and 2021, the following common stock options and convertible preferred stock were not included in the diluted net loss per share calculation because the effect would be anti-dilutive. Years Ended December 31, 2022 2021 Options outstanding 6,460,654 4,885,531 Redeemable convertible preferred stock 2,457,143 2,457,143 Non-redeemable convertible preferred stock 3,619,379 3,385,075 Total 12,537,176 10,727,749 |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes all changes in stockholders’ deficit except those resulting from investments by owners and distributions to owners. The Company did not have any items of comprehensive loss other than net loss from operations for the years ended December 31, 2022 and 2021 . |
Customer Concentrations | Customer Concentrations For the years ended December 31, 2022 and 2021 , one major customer accounted for approxim ately 45 % and 39 % , respectively, of product sales. As of December 31, 2022 and 2021, the customer accounted for 73 % and 62 % , respectively, of accounts receivable, net. No other single customer accounted for more than 10% of product sales or accounts receivable, net, for the years ended. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments— Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years beginning after December 15, 2022 for smaller reporting companies. The new standard will be effective for the Company on January 1, 2023 or at such earlier time where it is no longer a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded features that could be recognized separately from the host contract. Consequently, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 also requires use of the if-converted method in the diluted earnings per share calculation for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for smaller reporting companies, with early adoption permitted. The new standard will be effective for the Company on January 1, 2024 or at such earlier time where it is no longer a smaller reporting company. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) (“ASU 2021-04”), which clarifies and reduces the diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2021-04 on January 1, 2022 . The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance (“ASU 2021-10”), which improves the transparency of government assistance received by certain business entities by requiring the disclosure of (1) the types of government assistance received; (2) the accounting for such assistance, and (3) the effect of the assistance on the business entity’s financial statements. ASU 2021-10 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2021-10 on January 1, 2022 . The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Revenue Disaggregated by Segment, Product and Geography | The following table presents the Company’s revenue disaggregated by segment, product and geography (in thousands): Biomedical market: Year Ended December 31, 2022 Total % of Total Domestic International Revenues Revenues Biomedical products Cells $ 1,442 $ 499 $ 1,941 27 % Media 4,572 618 5,190 73 % Total $ 6,014 $ 1,117 $ 7,131 100 % Year Ended December 31, 2021 Total % of Total Domestic International Revenues Revenues Biomedical products Cells $ 801 $ 546 $ 1,347 23 % Media 3,935 654 4,589 77 % Total $ 4,736 $ 1,200 $ 5,936 100 % Anti-aging market: Year Ended December 31, 2022 2021 Total % of Total Total % of Total Revenues Revenues Revenues Revenues Skin care sales channels Ecommerce $ 1,049 100 % $ 913 74 % Professional — 0 % 327 26 % Total $ 1,049 100 % $ 1,240 100 % |
Summary of Antidilutive Securities not Included in Diluted Net Loss Per Share Calculation | For the years ended December 31, 2022 and 2021, the following common stock options and convertible preferred stock were not included in the diluted net loss per share calculation because the effect would be anti-dilutive. Years Ended December 31, 2022 2021 Options outstanding 6,460,654 4,885,531 Redeemable convertible preferred stock 2,457,143 2,457,143 Non-redeemable convertible preferred stock 3,619,379 3,385,075 Total 12,537,176 10,727,749 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of the Components of Inventory | The components of inventories are as follows (in thousands): As of December 31, 2022 2021 Raw materials $ 615 $ 592 Work in process 498 507 Finished goods 1,194 983 2,307 2,082 Less: allowance for inventory excess and obsolescence ( 637 ) ( 526 ) Total current and non-current inventory, net $ 1,670 $ 1,556 Inventory, net $ 1,384 $ 1,184 Non-current inventory 286 372 Total current and non-current inventory, net $ 1,670 $ 1,556 |
Schedule of Allowance for Inventory Excess and Obsolescence | As of December 31, 2022 and 2021, the allowance for inventory excess and obsolescence consists of the following activity: As of December 31, 2022 2021 Balance, beginning of year $ 526 $ 611 Provision for inventory reserve 218 89 Write-offs ( 107 ) ( 174 ) Balance, end of year $ 637 $ 526 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following (in thousands): As of December 31, 2022 2021 Machinery and equipment $ 1,603 $ 1,610 Computer equipment and software 217 243 Office equipment 89 104 Leasehold improvements 558 549 Construction in progress — 1 2,467 2,507 Less: accumulated depreciation and amortization ( 2,219 ) ( 2,123 ) Property and equipment, net $ 248 $ 384 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible Assets consists of the following (in thousands): As of December 31, 2022 2021 Patents $ 1,286 $ 1,277 Less: accumulated amortization ( 483 ) ( 403 ) 803 874 Indefinite life logos and trademarks 75 75 Intangible assets, net $ 878 $ 949 |
Summary of Future Amortization Expense Related to Intangible Assets Subject to Amortization | The timing of approval of pending patent applications is uncertain and, therefore, are included in the thereafter period below until issued. Pending patents as of December 31, 2022 and 2021 was $ 57 thousand and $ 108 thousand. As of December 31, 2022, future amortization expense related to intangible assets subject to amortization is expected to be as follows (in thousands): Years ending December 31, 2023 $ 82 2024 82 2025 80 2026 76 2027 73 Thereafter 410 Total $ 803 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Authorized, Issued and Outstanding Shares of Non-redeemable Convertible Preferred Stock | The authorized, issued and outstanding shares of non-redeemable convertible preferred stock as of December 31, 2022 consist of the following: Shares Shares Issued Liquidation Carrying Authorized and Outstanding Preference Value (in thousands) Series B 5,000,000 250,000 $ 471 $ — Series G 5,000,000 5,000,000 5,000 5 Series I-2 4,310 4,310 4,310 — Total 10,004,310 5,254,310 $ 9,781 $ 5 The authorized, issued and outstanding shares of non-redeemable convertible preferred stock as of December 31, 2021 consist of the following: Shares Shares Issued Liquidation Carrying Authorized and Outstanding Preference Value (in thousands) Series B 5,000,000 250,000 $ 456 $ — Series G 5,000,000 5,000,000 5,000 5 Series I-2 4,310 4,310 4,310 — Total 10,004,310 5,254,310 $ 9,766 $ 5 |
Summary of Number of Shares of Common Stock into Each Share of Preferred Stock Converted | The following table summarizes the number of shares of common stock into which each share of convertible preferred stock can be converted as of December 31, 2022: Conversion Initial Current Ratio to Conversion Conversion Common Price Price Stock Series B $ 75.00 $ 0.39 2.56 Series D $ 37.50 $ 1.75 57,142.86 Series G $ 60.00 $ 9.69 0.10 Series I-2 $ 1.75 $ 1.75 571.43 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Shares of Common Stock Reserved for Future Issuance | As of December 31, 2022, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 6,858,492 Common stock available for issuance under the 2010 Plan 2,674,566 Redeemable convertible preferred stock 2,457,143 Non-redeemable convertible preferred stock 3,619,379 Total 15,609,580 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Changes in Options Outstanding and Related Exercise Prices for Company's Common Stock Options Issued | The following tables summarize the changes in options outstanding and the related exercise prices for the Company’s common stock options issued: Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Outstanding Exercise Term Value Options Price (in years) (in thousands) Outstanding at December 31, 2021 5,373,203 $ 1.42 Granted 2,338,528 $ 0.45 Forfeited or cancelled ( 846,468 ) $ 1.58 Expired ( 6,771 ) $ 51.98 Outstanding at December 31, 2022 6,858,492 $ 1.02 7.37 $ — Vested and expected to vest at December 31, 2022 6,557,597 $ 1.05 7.29 $ — Exercisable at December 31, 2022 4,561,172 $ 1.31 6.49 $ — |
Fair Value of Stock Options Grants, Weighted Average Assumptions | The weighted-average assumptions used in the Black-Scholes option valuation model to determine the fair value of stock options grants for the years ended December 31, 2022 and 2021 were as follows: Years Ended December 31, 2022 2021 Risk-free interest rate 2.86 % 0.89 % Expected stock price volatility 90.29 % 83.90 % Expected dividend yield 0 % 0 % Expected life of options (in years) 5.71 5.67 Weighted-average fair value of awards granted $ 0.33 $ 0.27 |
Schedule of Total Stock-Based Compensation Expense | Total stock-based compensation expense for the years ended December 31, 2022 and 2021 was comprised of the following (in thousands): Years Ended December 31, 2022 2021 Cost of sales $ 5 $ 21 Research and development 42 46 Selling and marketing 7 32 General and administrative 345 545 Total $ 399 $ 644 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Statutory Federal Income Tax Rate and Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate and the effective income tax rate for the year ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Permanent items ( 5.1 %) ( 7.0 %) State income taxes, net of federal taxes ( 8.5 %) ( 0.2 %) Foreign 0.8 % ( 0.8 %) Change in valuation allowance 190.7 % 46.6 % Forgiveness of PPP loans 0.0 % 26.7 % Stock-based compensation 8.0 % ( 83.8 %) Adjustment to NOL for ERC ( 40.6 %) 0.0 % Change in uncertain tax positions ( 170.0 %) 0.0 % Other 3.7 % ( 2.5 %) Effective income tax rate 0.0 % 0.0 % |
Reconciliation of the Reserve for Unrecognized Tax Benefits | A reconciliation of the reserve for unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2021 $ — Increase (decrease) of unrecognized tax benefits taken in prior years 953 Balance at December 31, 2022 $ 953 |
Summary of Significant Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, 2022 2021 Net operating loss carryforwards $ 19,266 $ 19,603 Research and development tax credit 1,993 2,899 Stock-based compensation 1,252 1,153 Other 425 235 Non-current deferred tax assets 22,936 23,890 Valuation allowance ( 22,936 ) ( 23,890 ) Net deferred tax assets $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Information Related to Right-of-use Assets and Lease Liabilities | Information related to the Company’s right-of-use assets and related lease liabilities were as follows (in thousands): Years Ended December 31, 2022 2021 Operating lease costs $ 278 $ 456 Short-term lease costs 7 1 Variable lease costs 167 225 Total lease costs $ 452 $ 682 Operating cash used for operating leases 317 508 Right-of-use asset obtained in exchange for operating lease liability — 479 Weighted-average remaining lease term (years) 3.43 4.42 Weighted-average discount rate 13.38 % 13.48 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2022 were as follows (in thousands): Years ending December 31, 2023 $ 338 2024 349 2025 360 2026 118 Total minimum lease payments 1,165 Less: imputed interest ( 215 ) Total future minimum lease payments 950 Less: operating lease liabilities, current ( 230 ) Operating lease liabilities, net of current portion $ 720 |
Segments and Geographic Infor_2
Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Results of Operations by Market Segment | Results of operations by market segment were as follows (in thousands): Years Ended December 31, 2022 2021 Revenues: Biomedical market $ 7,131 $ 5,936 Anti-aging market 1,049 1,240 Total revenues 8,180 7,176 Operating expenses: Therapeutic market 2,369 3,267 Biomedical market 4,384 4,346 Anti-aging market 1,610 1,484 Total operating expenses 8,363 9,097 Operating income (loss): Therapeutic market ( 2,369 ) ( 3,267 ) Biomedical market 2,747 1,590 Anti-aging market ( 561 ) ( 244 ) Total operating loss ( 183 ) ( 1,921 ) Other income (expense), net: Therapeutic market ( 135 ) 1,012 Biomedical market ( 8 ) ( 2 ) Anti-aging market ( 5 ) 12 Total other income (expense), net ( 148 ) 1,022 Net loss: Therapeutic market ( 2,504 ) ( 2,255 ) Biomedical market 2,739 1,588 Anti-aging market ( 566 ) ( 232 ) Total net loss $ ( 331 ) $ ( 899 ) |
Summary of Significant Revenues in Following Regions | Significant revenues in the following regions are those that are attributable to the individual country within the region to which the product was shipped (in thousands): Years Ended December 31, 2022 2021 United States $ 7,016 $ 5,917 Asia 690 806 Europe 393 345 All other regions 81 108 Total $ 8,180 $ 7,176 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment SalesChannel Customer ProductCategory Units | Dec. 31, 2021 USD ($) Customer | Jun. 30, 2008 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ 110,345,000 | $ 110,014,000 | |
Number of reporting segments | Segment | 3 | ||
Number of business units | Units | 2 | ||
Allowance for doubtful accounts receivable | $ 3,000 | 3,000 | |
Advances | 250,000 | 250,000 | $ 250,000 |
Specified amount of revenue to be utilized for advances | $ 250,000 | ||
Revenue realized from agreement | $ 0 | ||
Intangible assets useful life | 15 years | ||
Number of revenue-generating operating segments | Segment | 2 | ||
Number of product categories | ProductCategory | 2 | ||
Number of sales channels | SalesChannel | 2 | ||
Description of payment terms | The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the biomedical products market and anti-aging products market. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, which are sold both domestically within the United States and internationally. The anti-aging market segment markets and sells a line of skincare products sold through two sales channels: ecommerce and professional. The ecommerce channel sells direct to customers through online orders, while professional sales are to spas, salons and other skincare providers | ||
Accounts receivable, net | $ 747,000 | 844,000 | |
Write-offs of receivables | $ 0 | 0 | |
Product return guarantee period | 30 days | ||
Allowance for sales returns | $ 0 | 0 | |
Advertising costs | 220,000 | 165,000 | |
Financial assets | $ 0 | ||
Financial liabilities | $ 0 | ||
ASU 2021-04 [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU 2021-10 [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Customer Concentration Risk [Member] | Major Customer [Member] | Accounts Receivable, Net [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 73% | 62% | |
Biomedical Market [Member] | Customer Concentration Risk [Member] | Revenue, Segment Benchmark [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers more than ten percentage of revenue | Customer | 1 | 1 | |
Biomedical Market [Member] | Customer Concentration Risk [Member] | Major Customer [Member] | Revenue, Segment Benchmark [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 45% | 39% | |
Australian Taxation Office [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of refundable tax credit on qualified research and development | 43.50% | ||
Reductions to research and development costs | $ 80,000 | $ 113,000 | |
LSC [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | |
Minimum [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | 3 years | ||
Maximum [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | 5 years | ||
Sales commissions amortization period | 1 year |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Summary of Revenue Disaggregated by Segment, Product and Geography (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 8,180 | $ 7,176 |
U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 7,016 | 5,917 |
Biomedical Market [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 7,131 | $ 5,936 |
% of Total Revenues | 100% | 100% |
Biomedical Market [Member] | U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 6,014 | $ 4,736 |
Biomedical Market [Member] | International [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 1,117 | 1,200 |
Biomedical Market [Member] | Cells [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 1,941 | $ 1,347 |
% of Total Revenues | 27% | 23% |
Biomedical Market [Member] | Cells [Member] | U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 1,442 | $ 801 |
Biomedical Market [Member] | Cells [Member] | International [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 499 | 546 |
Biomedical Market [Member] | Media [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 5,190 | $ 4,589 |
% of Total Revenues | 73% | 77% |
Biomedical Market [Member] | Media [Member] | U.S. [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 4,572 | $ 3,935 |
Biomedical Market [Member] | Media [Member] | International [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | 618 | 654 |
Anti-Aging Skincare Market [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 1,049 | $ 1,240 |
% of Total Revenues | 100% | 100% |
Anti-Aging Skincare Market [Member] | Ecommerce [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 1,049 | $ 913 |
% of Total Revenues | 100% | 74% |
Anti-Aging Skincare Market [Member] | Professional [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenues | $ 327 | |
% of Total Revenues | 0% | 26% |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Summary of Antidilutive Securities not Included in Diluted Net Loss Per Share Calculation (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 12,537,176 | 10,727,749 |
Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,460,654 | 4,885,531 |
Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,457,143 | 2,457,143 |
Non-redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,619,379 | 3,385,075 |
Inventory - Summary of the Comp
Inventory - Summary of the Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 615 | $ 592 |
Work in process | 498 | 507 |
Finished goods | 1,194 | 983 |
Total current and non-current inventory, gross | 2,307 | 2,082 |
Less: allowance for inventory excess and obsolescence | (637) | (526) |
Total current and non-current inventory, net | 1,670 | 1,556 |
Inventory, net | 1,384 | 1,184 |
Non-current inventory, net | $ 286 | $ 372 |
Inventory - Schedule of Allowan
Inventory - Schedule of Allowance for Inventory Excess and Obsolescence (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory [Line Items] | ||
Balance, beginning of year | $ 526 | |
Balance, end of year | 637 | $ 526 |
Inventory Valuation and Obsolescence [Member] | ||
Inventory [Line Items] | ||
Balance, beginning of year | 526 | 611 |
Provision for inventory reserve | 218 | 89 |
Write-offs | (107) | (174) |
Balance, end of year | $ 637 | $ 526 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,467 | $ 2,507 |
Less: accumulated depreciation and amortization | (2,219) | (2,123) |
Property and equipment, net | 248 | 384 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,603 | 1,610 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 217 | 243 |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 89 | 104 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 558 | 549 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 137 | $ 171 |
Disposal of property and equipment | $ 41 | $ 1,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 1,286 | $ 1,277 |
Less: accumulated amortization | (483) | (403) |
Total | 803 | 874 |
Indefinite life logos and trademarks | 75 | 75 |
Intangible assets, net | $ 878 | $ 949 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 81 | $ 91 |
Impairment charges | 0 | 250 |
Pending patents | $ 57 | $ 108 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Future Amortization Expense Related to Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 82 | |
2024 | 82 | |
2025 | 80 | |
2026 | 76 | |
2027 | 73 | |
Thereafter | 410 | |
Total | $ 803 | $ 874 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | |||
Aug. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | May 31, 2020 | |
Paycheck Protection Program Loan Disclosure [Line Items] | ||||
Proceeds from Paycheck Protection Program loan as government aid | $ 474 | $ 654 | ||
Paycheck Protection Program loan maturity period | 5 years | 2 years | ||
Paycheck Protection Program loan interest rate | 1% | 1% | ||
Paycheck Protection Program loan deferred payment period | 10 months | |||
Paycheck Protection Program loan forgiveness period | 168 days | |||
First Draw Loan [Member] | ||||
Paycheck Protection Program Loan Disclosure [Line Items] | ||||
Amount of forgiveness | $ 661 | |||
Second Draw Loan [Member] | ||||
Paycheck Protection Program Loan Disclosure [Line Items] | ||||
Amount of forgiveness | $ 476 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Non-redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 | |
Series D Redeemable Convertible Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Redeemable convertible preferred stock shares authorized | 50 | 50 | |
Series B, Series G and Series I-2 Non-redeemable Convertible Preferred Stock [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,004,310 | 10,004,310 | |
Non-redeemable convertible preferred stock, shares issued | 5,254,310 | 5,254,310 | |
Non-redeemable convertible preferred stock, shares outstanding | 5,254,310 | 5,254,310 | |
Series I-1 [Member] | |||
Class Of Stock [Line Items] | |||
Non-redeemable convertible preferred stock, shares issued | 814 | ||
Non-redeemable convertible preferred stock, shares outstanding | 814 | ||
Series I-1 [Member] | Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Conversion of common stock | 465,300 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Authorized, Issued and Outstanding Shares of Non-redeemable Convertible Preferred Stock (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Shares Authorized | 20,000,000 | 20,000,000 |
Series B [Member] | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 5,000,000 | 5,000,000 |
Shares Issued | 250,000 | 250,000 |
Shares Outstanding | 250,000 | 250,000 |
Liquidation Preference | $ 471 | $ 456 |
Series G [Member] | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 5,000,000 | 5,000,000 |
Shares Issued | 5,000,000 | 5,000,000 |
Shares Outstanding | 5,000,000 | 5,000,000 |
Liquidation Preference | $ 5,000 | $ 5,000 |
Carrying Value | $ 5 | $ 5 |
Series I-2 [Member] | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 4,310 | 4,310 |
Shares Issued | 4,310 | 4,310 |
Shares Outstanding | 4,310 | 4,310 |
Liquidation Preference | $ 4,310 | $ 4,310 |
Series B, Series G and Series I-2 Non-redeemable Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 10,004,310 | 10,004,310 |
Shares Issued | 5,254,310 | 5,254,310 |
Shares Outstanding | 5,254,310 | 5,254,310 |
Liquidation Preference | $ 9,781 | $ 9,766 |
Carrying Value | $ 5 | $ 5 |
Convertible Preferred Stock - D
Convertible Preferred Stock - Dividends - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Equity [Abstract] | |
Dividends declared | $ 0 |
Convertible Preferred Stock - L
Convertible Preferred Stock - Liquidation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Series I-2 Preferred stock [Member] | |
Class of Stock [Line Items] | |
Percentage of share liquidation premium | 1% |
Convertible Preferred Stock -_2
Convertible Preferred Stock - Summary of Number of Shares of Common Stock into Each Share of Convertible Preferred Stock Converted (Detail) | Dec. 31, 2022 $ / shares shares |
Series B [Member] | |
Class Of Stock [Line Items] | |
Initial Conversion Price | $ 75 |
Conversion Price | $ 0.39 |
Conversion Ratio to Common Stock | shares | 2.56 |
Series D [Member] | |
Class Of Stock [Line Items] | |
Initial Conversion Price | $ 37.50 |
Conversion Price | $ 1.75 |
Conversion Ratio to Common Stock | shares | 57,142.86 |
Series G [Member] | |
Class Of Stock [Line Items] | |
Initial Conversion Price | $ 60 |
Conversion Price | $ 9.69 |
Conversion Ratio to Common Stock | shares | 0.10 |
Series I-2 [Member] | |
Class Of Stock [Line Items] | |
Initial Conversion Price | $ 1.75 |
Conversion Price | $ 1.75 |
Conversion Ratio to Common Stock | shares | 571.43 |
Convertible Preferred Stock - V
Convertible Preferred Stock - Voting - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2022 Directors shares | Dec. 31, 2021 shares | |
Class Of Stock [Line Items] | ||
Voting rights | The holders of Series B, Series D, and Series G are entitled to one vote for each share of common stock into which it would convert. | |
Series D Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Number of directors to be nominated and elected by preferred shareholders | Directors | 2 | |
Series D Preferred Stock [Member] | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares outstanding | shares | 10 | |
Series G Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares outstanding | shares | 5,000,000 | 5,000,000 |
Number of directors to be nominated by preferred shareholders | Directors | 2 | |
Number of independent directors out of directors to be nominated by preferred shareholders | Directors | 1 | |
Series G Preferred Stock [Member] | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Convertible Redeemable Preferred stock, shares outstanding | shares | 1,000,000 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock - Additional Information (Detail) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Stockholders' Deficit - Commo_2
Stockholders' Deficit - Common Stock Warrants - Additional Information (Detail) - $ / shares | 1 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants issued exercisable for shares of common stock | 11,159,995 | |
Exercise price of warrants | $ 1.75 | |
March 2016 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Common stock warrants issued expiration date | Mar. 15, 2021 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Shares of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2022 shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 15,609,580 |
Options Outstanding [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 6,858,492 |
Redeemable Convertible Preferred Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 2,457,143 |
Nonredeemable Convertible Preferred Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 3,619,379 |
Common Stock [Member] | 2010 Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 2,674,566 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Detail) - shares | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2010 | Dec. 31, 2006 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, exercised | 0 | 0 | |||
2006 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiry of options | 10 years | ||||
Stock options expiration date | Nov. 16, 2016 | ||||
Options granted to employees, directors and consultants | 0 | ||||
2006 Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options that may be granted | 100,000 | ||||
2010 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiry of options | 10 years | ||||
Share based payment award extended expiration, month and year | 2030-03 | ||||
2010 Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options that may be granted | 9,700,000 |
Equity Incentive Plans - Stock
Equity Incentive Plans - Stock Options - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
2006 Plan and 2010 Plan [Member] | Stock Options [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiry of options | 10 years |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Changes in Options Outstanding and Related Exercise Prices for Company's Common Stock Options Issued (Detail) - 2006 Plan and 2010 Plan [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Outstanding Options, Outstanding, Beginning balance | shares | 5,373,203 |
Number of Outstanding Options, Granted | shares | 2,338,528 |
Number of Outstanding Options, Forfeited or cancelled | shares | (846,468) |
Number of Outstanding Options, Expired | shares | (6,771) |
Number of Outstanding Options, Outstanding, Ending balance | shares | 6,858,492 |
Number of Outstanding Options, Vested and expected to vest at December 31, 2022 | shares | 6,557,597 |
Number of Outstanding Options, Exercisable at December 31, 2022 | shares | 4,561,172 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 1.42 |
Weighted Average Exercise Price, Granted | $ / shares | 0.45 |
Weighted Average Exercise Price, Forfeited or cancelled | $ / shares | 1.58 |
Weighted Average Exercise Price, Expired | $ / shares | 51.98 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 1.02 |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2022 | $ / shares | 1.05 |
Weighted Average Exercise Price, Exercisable at December 31, 2022 | $ / shares | $ 1.31 |
Weighted Average Remaining Contractual Term (in years), Options Outstanding Ending Balance | 7 years 4 months 13 days |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest at December 31, 2022 | 7 years 3 months 14 days |
Weighted Average Remaining Contractual Term (in years), Exercisable at December 31, 2022 | 6 years 5 months 26 days |
Equity Incentive Plans - Fair V
Equity Incentive Plans - Fair Value of Stock Options Grants, Weighted Average Assumptions (Detail) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.86% | 0.89% |
Expected stock price volatility | 90.29% | 83.90% |
Expected dividend yield | 0% | 0% |
Expected life of options (in years) | 5 years 8 months 15 days | 5 years 8 months 1 day |
Weighted-average fair value of awards granted | $ 0.33 | $ 0.27 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Total Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 399 | $ 644 |
Cost of Sales [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 5 | 21 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 42 | 46 |
Selling and Marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 7 | 32 |
General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 345 | $ 545 |
Equity Incentive Plans - Stock-
Equity Incentive Plans - Stock-Based Compensation - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense related to stock options | $ 609 |
Unrecognized compensation cost related to unvested shares expected to be recognized, weighted-average period | 1 year 11 months 26 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | 21 Months Ended | |||||||||
Mar. 14, 2023 | Sep. 15, 2022 | Mar. 01, 2022 | Jan. 13, 2022 | Dec. 15, 2021 | Mar. 05, 2021 | Jan. 15, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2019 | |
Related Party Transaction [Line Items] | ||||||||||||
Expiry of lease | Dec. 31, 2026 | Dec. 31, 2026 | ||||||||||
Operating lease cost | $ 278,000 | $ 456,000 | ||||||||||
Conversion note surrendered | $ 250,000 | $ 350,000 | ||||||||||
Lease costs incurred percentage | 40% | |||||||||||
Unsecured Non-convertible Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Non-convertible promissory note, principal amount | $ 2,900,000 | $ 2,900,000 | $ 2,900,000 | $ 2,700,000 | ||||||||
Maturity date | Sep. 15, 2022 | Mar. 15, 2022 | Jan. 15, 2022 | Jan. 15, 2022 | ||||||||
Annual interest rate | 4.50% | 4.50% | 4.50% | 4.50% | ||||||||
Related party transaction, description | The outstanding principal and accrued interest on the January 2022 Note was due and payable on March 15, 2022 and may be pre-paid by the Company without penalty at any time. | The outstanding principal and accrued interest on the New Note is due and payable on January 15, 2022 and may be pre-paid by the Company without penalty at any time. | ||||||||||
Debt issuance fees | $ 0 | $ 0 | ||||||||||
Unsecured Non-convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Non-convertible promissory note, principal amount | $ 2,900,000 | |||||||||||
Annual interest rate | 4.50% | |||||||||||
Debt issuance fees | $ 0 | |||||||||||
Unsecured Non-convertible Promissory Note [Member] | Chief Executive Officer and Co-Chairman [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Non-convertible promissory note, principal amount | $ 2,300,000 | |||||||||||
Maturity date | Mar. 15, 2023 | Sep. 15, 2022 | Jan. 15, 2021 | |||||||||
Annual interest rate | 4.50% | |||||||||||
Extended maturity date | Mar. 15, 2023 | |||||||||||
Unsecured Non-convertible Promissory Note [Member] | Chief Executive Officer and Co-Chairman [Member] | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Maturity date | Sep. 15, 2023 | |||||||||||
S Real Estate Holding LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Extended term of lease | 3 years | |||||||||||
Expiry of lease | Feb. 28, 2023 | |||||||||||
Percentage of increase in monthly base rent | 2% | |||||||||||
Operating lease cost | $ 0 | $ 157,000 | ||||||||||
Lease costs incurred remaining percentage | 60% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | ||
Unrecognized tax benefits | $ 953,000 | $ 0 |
Net deferred tax assets recognized | $ 0 | |
Federal Income Tax [Member] | ||
Income Tax [Line Items] | ||
Operating loss carryforwards, latest expiration year | 2038 | |
Operating loss carryforwards, expiration date | various years through 2038 | |
Operating loss carryforwards | $ 73,500,000 | $ 74,900,000 |
Change in operating loss carry forwards | $ 1,400,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate and Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Permanent items | (5.10%) | (7.00%) |
State income taxes, net of federal taxes | (8.50%) | (0.20%) |
Foreign | 0.80% | (0.80%) |
Change in valuation allowance | 190.70% | 46.60% |
Forgiveness of PPP loans | 0% | 26.70% |
Stock-based compensation | 8% | (83.80%) |
Adjustment to NOL for ERC | (40.60%) | 0% |
Change in uncertain tax positions | (170.00%) | 0% |
Other | 3.70% | (2.50%) |
Effective income tax rate | 0% | 0% |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the Reserve for Unrecognized Tax Benefits (Detail) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance at December 31, 2021 | $ 0 |
Increase (decrease) of unrecognized tax benefits taken in prior years | 953,000 |
Balance at December 31, 2022 | $ 953,000 |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 19,266,000 | $ 19,603,000 |
Research and development tax credit | 1,993,000 | 2,899,000 |
Stock-based compensation | 1,252,000 | 1,153,000 |
Other | 425,000 | 235,000 |
Non-current deferred tax assets | 22,936,000 | 23,890,000 |
Valuation allowance | (22,936,000) | $ (23,890,000) |
Net deferred tax assets | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 USD ($) | Oct. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) Installment Lease | Dec. 31, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Number of operating leases for real estate | Lease | 3 | |||
Expiry of lease | Dec. 31, 2026 | Dec. 31, 2026 | ||
Base rent due under lease | $ 4 | $ 11 | ||
Percentage of increase rent per annum over lease term | 3.50% | |||
Percentage of base rent abated of lease term | 50% | |||
Right-of-use asset | 247 | $ 232 | $ 727 | $ 868 |
Operating lease liabilities | $ 247 | $ 232 | 950 | |
Finance leases | 0 | |||
Astellas Pharma [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Minimum license fee payable | $ 75 | |||
Number of installments per year | Installment | 2 | |||
License Agreement Terminated Month Year | 2022-07 | |||
San Diego | Corporate Headquarters [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases with term date | 2026-12 | |||
San Diego | Supplemental Office Space [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases with term date | 2026-12 | |||
Frederick, Maryland [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases with term date | 2025-11 |
Commitments and Contingencies_2
Commitments and Contingencies - Information Related to Right-of-use Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Operating lease costs | $ 278 | $ 456 |
Short-term lease costs | 7 | 1 |
Variable lease costs | 167 | 225 |
Total lease costs | 452 | 682 |
Operating cash used for operating leases | $ 317 | 508 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 479 | |
Weighted-average remaining lease term (years) | 3 years 5 months 4 days | 4 years 5 months 1 day |
Weighted-average discount rate | 13.38% | 13.48% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||
2023 | $ 338 | |||
2024 | 349 | |||
2025 | 360 | |||
2026 | 118 | |||
Total minimum lease payments | 1,165 | |||
Less: imputed interest | (215) | |||
Total future minimum lease payments | 950 | $ 247 | $ 232 | |
Less: operating lease liabilities, current | (230) | $ (179) | ||
Operating lease liabilities, net of current portion | $ 720 | $ 950 |
Segments and Geographic Infor_3
Segments and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 Segment Units | |
Segment Reporting [Abstract] | |
Number of reporting segments | Segment | 3 |
Number of business units | Units | 2 |
Segments and Geographic Infor_4
Segments and Geographic Information - Results of Operations by Market Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total revenues | $ 8,180 | $ 7,176 |
Operating expenses: | ||
Total operating expenses | 8,363 | 9,097 |
Operating income (loss) | ||
Total operating income (loss) | (183) | (1,921) |
Other income (expense), net: | ||
Total other income (expense), net | (148) | 1,022 |
Net loss: | ||
Total net loss | (331) | (899) |
Anti-aging Market [Member] | ||
Revenues: | ||
Total revenues | 1,049 | 1,240 |
Operating expenses: | ||
Total operating expenses | 1,610 | 1,484 |
Operating income (loss) | ||
Total operating income (loss) | (561) | (244) |
Other income (expense), net: | ||
Total other income (expense), net | (5) | 12 |
Net loss: | ||
Total net loss | (566) | (232) |
Biomedical Market [Member] | ||
Revenues: | ||
Total revenues | 7,131 | 5,936 |
Operating expenses: | ||
Total operating expenses | 4,384 | 4,346 |
Operating income (loss) | ||
Total operating income (loss) | 2,747 | 1,590 |
Other income (expense), net: | ||
Total other income (expense), net | (8) | (2) |
Net loss: | ||
Total net loss | 2,739 | 1,588 |
Therapeutics Market [Member] | ||
Operating expenses: | ||
Total operating expenses | 2,369 | 3,267 |
Operating income (loss) | ||
Total operating income (loss) | (2,369) | (3,267) |
Other income (expense), net: | ||
Total other income (expense), net | (135) | 1,012 |
Net loss: | ||
Total net loss | $ (2,504) | $ (2,255) |
Segments and Geographic Infor_5
Segments and Geographic Information - Summary of Significant Revenues in Following Regions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 8,180 | $ 7,176 |
United States [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 7,016 | 5,917 |
Asia [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 690 | 806 |
Europe [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 393 | 345 |
All Other Regions [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 81 | $ 108 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Unsecured Non-convertible Promissory Note [Member] - USD ($) | 21 Months Ended | ||||||
Mar. 14, 2023 | Sep. 15, 2022 | Mar. 01, 2022 | Jan. 13, 2022 | Mar. 05, 2021 | Jan. 15, 2021 | Dec. 17, 2019 | |
Subsequent Event [Line Items] | |||||||
Maturity date | Sep. 15, 2022 | Mar. 15, 2022 | Jan. 15, 2022 | Jan. 15, 2022 | |||
Non-convertible promissory note, principal amount | $ 2,900,000 | $ 2,900,000 | $ 2,900,000 | $ 2,700,000 | |||
Annual interest rate | 4.50% | 4.50% | 4.50% | 4.50% | |||
Debt issuance fees | $ 0 | $ 0 | |||||
Chief Executive Officer and Co-Chairman [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Maturity date | Mar. 15, 2023 | Sep. 15, 2022 | Jan. 15, 2021 | ||||
Extended maturity date | Mar. 15, 2023 | ||||||
Non-convertible promissory note, principal amount | $ 2,300,000 | ||||||
Annual interest rate | 4.50% | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Non-convertible promissory note, principal amount | $ 2,900,000 | ||||||
Annual interest rate | 4.50% | ||||||
Debt issuance fees | $ 0 | ||||||
Subsequent Event [Member] | Chief Executive Officer and Co-Chairman [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Maturity date | Sep. 15, 2023 |