Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | May 04, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 000-52985 | ||
Entity Registrant Name | SANUWAVE Health, Inc. | ||
Entity Central Index Key | 0001417663 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 20-1176000 | ||
Entity Address, Address Line One | 3360 Martin Farm Road | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Suwanee | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30024 | ||
City Area Code | 770 | ||
Local Phone Number | 419-7525 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 81.6 | ||
Entity Common Stock, Shares Outstanding | 517,195,705 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 619 | $ 2,437 |
Accounts receivable, net of allowance for doubtful accounts of $785 in 2021 and $343 in 2020 | 2,415 | 2,356 |
Inventory | 1,040 | 2,956 |
Prepaid expenses and other current assets | 326 | 179 |
Total Current Assets | 4,400 | 7,928 |
Property and Equipment, net | 668 | 471 |
Right of Use Assets, net | 344 | 795 |
Other Intangible Assets, net | 5,841 | 6,545 |
Goodwill | 7,260 | 7,260 |
Other Assets | 106 | 28 |
Total Assets | 18,619 | 23,027 |
Current Liabilities: | ||
Senior secured promissory note payable, in default | 11,586 | 10,676 |
Convertible promissory notes payable, in default | 11,601 | 4,000 |
Convertible promissory notes, related parties, in default | 1,596 | 1,596 |
Advances on future cash receipts | 446 | 0 |
Accounts payable | 7,644 | 4,454 |
Accrued expenses | 4,394 | 2,127 |
Accrued employee compensation | 4,247 | 2,541 |
Due under factoring agreement | 1,737 | 0 |
Warrant liability | 9,614 | 8,855 |
Current portion of SBA loans | 158 | 321 |
Accrued interest | 2,521 | 1,021 |
Accrued interest, related parties | 289 | 77 |
Current portion of lease liabilities | 268 | 451 |
Current portion of contract liabilities | 48 | 32 |
Other | 114 | 23 |
Total Current Liabilities | 56,263 | 36,174 |
Non-current Liabilities | ||
SBA loans | 875 | 143 |
Lease liabilities | 118 | 391 |
Contract liabilities | 293 | 37 |
Deferred tax liability | 28 | 0 |
Total Non-current Liabilities | 1,314 | 571 |
Total Liabilities | 57,577 | 36,745 |
Commitments and Contingencies (Footnote 19) | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, par value $0.001, 5,000,000 shares authorized; 6,175, 293, 90 and 8 shares designated Series A, Series B, Series C and Series D, respectively; no shares issued and outstanding at December 31, 2021 and 2020 | 0 | 0 |
Common Stock, par value $0.001, 800,000,000 shares authorized; 481,619,621 and 470,694,621 issued and outstanding at December 31, 2021 and 2020, respectively | 482 | 471 |
Additional Paid-in Capital | 144,582 | 142,563 |
Accumulated Deficit | (183,949) | (156,690) |
Accumulated Other Comprehensive Loss | (73) | (62) |
Total Stockholders' Deficit | (38,958) | (13,718) |
Total Liabilities and Stockholders' Deficit | $ 18,619 | $ 23,027 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 785 | $ 343 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, shares issued (in shares) | 481,619,621 | 470,694,621 |
Common stock, shares outstanding (in shares) | 481,619,621 | 470,694,621 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 6,175 | 6,175 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 293 | 293 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 90 | 90 |
Series D Preferred Conversion [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 8 | 8 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Total Revenue | $ 13,010 | $ 4,057 |
Cost of Revenues | 4,986 | 1,162 |
Gross Margin | 8,024 | 2,895 |
Operating Expenses: | ||
General and administrative | 11,690 | 13,723 |
Selling and marketing | 8,591 | 5,160 |
Research and development | 1,101 | 1,246 |
Impairment of intangible assets | 0 | 7,185 |
Depreciation and amortization | 784 | 781 |
Total Operating Expenses | 22,166 | 28,095 |
Operating Loss | (14,142) | (25,200) |
Other Income (Expense): | ||
Interest expense | (6,883) | (2,025) |
Interest expense, related party | (212) | (516) |
Partnership fee income | 0 | 600 |
Change in fair value of derivative liabilities | (2,622) | (3,193) |
Loss on issuance of debt | (3,572) | 0 |
Gain / (loss) on extinguishment of debt | 204 | (565) |
Gain / (loss) on foreign currency exchange | (4) | (38) |
Other Income (Expense), net | (13,089) | (5,737) |
Net Loss before Income Taxes | (27,231) | (30,937) |
Income tax expense | 28 | 0 |
Net Loss | (27,259) | (30,937) |
Other Comprehensive Loss | ||
Foreign currency translation adjustments | (11) | 0 |
Total Comprehensive Loss | $ (27,270) | $ (30,937) |
Loss per Share: | ||
Net loss per share - basic (in dollars per share) | $ (0.05) | $ (0.08) |
Weighted average shares outstanding - basic (in shares) | 518,355,642 | 378,128,645 |
Net loss per share - diluted (in dollars per share) | $ (0.05) | $ (0.08) |
Weighted average shares outstanding - diluted (in shares) | 518,355,642 | 378,128,645 |
Accessory and Parts Revenue [Member] | ||
Revenues: | ||
Total Revenue | $ 8,072 | $ 1,209 |
Product [Member] | ||
Revenues: | ||
Total Revenue | 3,116 | 2,267 |
Rental Income [Member] | ||
Revenues: | ||
Total Revenue | 1,627 | 429 |
License Fees and Other [Member] | ||
Revenues: | ||
Total Revenue | $ 195 | $ 152 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 0 | $ 294 | $ 115,458 | $ (125,753) | $ (62) | $ (10,063) |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 293,780,400 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | $ 0 | 0 | (30,937) | 0 | (30,937) |
Proceeds from warrant exercise | $ 0 | $ 1 | 9 | 0 | 0 | 10 |
Proceeds from warrant exercise (in shares) | 0 | 1,000,000 | ||||
Conversion of short term notes and convertible notes payable | $ 0 | $ 5 | 560 | 0 | 0 | 565 |
Conversion of short term notes and convertible notes payable (in shares) | 0 | 4,829,789 | ||||
Reclassification of warrant liability to equity | $ 0 | $ 0 | 6,293 | 0 | 0 | 6,293 |
Conversion of advances from related parties | $ 0 | $ 0 | 18 | 0 | 0 | 18 |
Conversion of advances from related parties (in shares) | 0 | 262,811 | ||||
Conversion of notes payable, related parties | $ 0 | $ 15 | 2,276 | 0 | 0 | 2,291 |
Conversion of notes payable, related parties (in shares) | 0 | 15,475,235 | ||||
Shares issued for services | $ 0 | $ 13 | 2,533 | 0 | 0 | 2,546 |
Shares issued for services (in shares) | 0 | 12,700,000 | ||||
Proceeds from PIPE offering, net of offering costs | $ 0 | $ 125 | 12,558 | 0 | 0 | 12,683 |
Proceeds from PIPE offering, net of offering costs (in shares) | 0 | 124,621,428 | ||||
Stock-based compensation | $ 0 | $ 0 | 22 | 0 | 0 | 22 |
Proceeds from stock option exercise | $ 0 | $ 0 | 48 | 0 | 0 | 48 |
Proceeds from stock option exercise (in shares) | 0 | 325,000 | ||||
Beneficial conversion feature on convertible debt | $ 0 | $ 0 | 561 | 0 | 0 | 561 |
LGH Warrant Liability | 0 | 0 | (249) | 0 | 0 | (249) |
Series C and Series D preferred stock converted to common stock | $ 0 | $ 18 | 2,432 | 0 | 0 | 2,450 |
Series C and Series D preferred stock converted to common stock (in shares) | 0 | 17,499,958 | ||||
Inducement shares issued | $ 0 | $ 0 | 44 | 0 | 0 | 44 |
Inducement shares issued (in shares) | 0 | 200,000 | ||||
Foreign currency translation adjustment | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Ending balance at Dec. 31, 2020 | $ 0 | $ 471 | 142,563 | (156,690) | (62) | (13,718) |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 470,694,621 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | $ 0 | 0 | (27,259) | 0 | (27,259) |
Reclassification of warrant liability to equity | 2,030 | |||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | (11) | (11) |
Cashless warrant exercise | $ 0 | $ 11 | (11) | 0 | 0 | 0 |
Cashless warrant exercise (in shares) | 0 | 10,925,000 | ||||
Reclassification of warrant liability due to cashless warrant exercise | $ 0 | $ 0 | 2,030 | 0 | 0 | 2,030 |
Reclassification of warrant liability due to cashless warrant exercise (in shares) | 0 | 0 | ||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 482 | $ 144,582 | $ (183,949) | $ (73) | $ (38,958) |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 481,619,621 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows - Operating Activities: | ||
Net loss | $ (27,259) | $ (30,937) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Amortization of intangibles | 704 | 713 |
Depreciation | 532 | 299 |
Bad debt expense | 442 | 302 |
Impairment of intangible assets | 0 | 7,185 |
Stock-based compensation | 0 | 22 |
Shares issued for services | 0 | 2,546 |
Shares issued for inducement | 0 | 45 |
Gain/loss on extinguishment of debt | (204) | 565 |
Income tax expense | 28 | 0 |
Change in fair value of derivative liabilities | 2,622 | 3,193 |
Loss on issuance of debt | 3,572 | 0 |
Amortization of debt issuance costs and original issue discount | 3,226 | 484 |
Accrued interest | 1,506 | 1,098 |
Interest payable, related parties | 212 | 401 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | (395) | (2,582) |
Inventory | 1,916 | (553) |
Prepaid expenses | (118) | (54) |
Other assets | (111) | 13 |
Operating leases | 0 | (6) |
Accounts payable | 3,181 | 3,015 |
Accrued expenses | 1,818 | 1,169 |
Accrued employee compensation | 1,837 | 934 |
Contract liabilities | 82 | (570) |
Net Cash Used by Operating Activities | (6,409) | (12,718) |
Cash Flows - Investing Activities | ||
Acquisition of UltraMIST, net of $4,000,000 note payable to seller | 0 | (20,000) |
Purchases of property and equipment | (529) | (53) |
Net Cash Flows Used by Investing Activities | (529) | (20,053) |
Cash Flows - Financing Activities | ||
Proceeds from sale of convertible preferred stock | 0 | 2,450 |
Proceeds from convertible promissory notes | 1,928 | 1,100 |
Proceeds from SBA loan | 1,033 | 614 |
Proceeds from PIPE offering, net of offering costs | 0 | 21,456 |
Proceeds from senior secured promissory notes | 940 | 13,347 |
Proceeds from stock option exercises | 0 | 48 |
Proceeds from factoring | 1,737 | 0 |
Proceeds from warrant exercises | 0 | 10 |
Advances from related parties | 175 | 23 |
Repayments of debt principal on convertible promissory notes, related parties, convertible promissory notes and SBA loans | (493) | (5,458) |
Payments of principal on finance leases | (199) | (143) |
Net Cash Flows Provided by Financing Activities | 5,121 | 33,447 |
Effect of Exchange Rates on Cash | (1) | 0 |
Net Change in Cash During Period | (1,818) | 676 |
Cash at Beginning of Period | 2,437 | 1,761 |
Cash at End of Period | 619 | 2,437 |
Supplemental Information: | ||
Cash paid for interest | 2,580 | 436 |
Non-cash Investing and Financing Activities: | ||
Reclassification of warrant liabilities to equity | 2,030 | 6,293 |
Embedded conversion feature on convertible debt | 4,138 | 561 |
Warrant issuance in conjunction with advances on future cash receipts | 1,227 | 0 |
Warrant issuance in conjunction with convertible notes | 1,055 | 0 |
Acquisition of UltraMIST partially financed with convertible promissory note | 0 | 4,000 |
Conversion of notes payable, related parties | 0 | 2,291 |
Series C and Series D preferred stock converted to common stock | 0 | 2,450 |
Exchange line of credit and notes payable, related parties, for convertible promissory notes, related parties | 0 | 1,596 |
Conversion of short-term notes payable to equity | 0 | 565 |
Conversion of advance from related parties | $ 0 | $ 18 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows - Investing Activities | |
Note payable to seller | $ 4,000,000 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Nature of the Business and Basis of Presentation [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation SANUWAVE Health, Inc. and Subsidiaries (“SANUWAVE” or the “Company”) is focused on the research, development, and commercialization of its patented noninvasive and biological response activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures. The Company’s lead regenerative product in the United States is the dermaPACE® device used for treating diabetic foot ulcers. Through the Company’s acquisition, on August 6, 2020, of the UltraMIST® assets from Celularity, Inc. (“Celularity”), SANUWAVE now combines two highly complementary and market-cleared energy transfer technologies and two human tissue biologic products, which creates a platform of scale with an end-to-end product offering in the advanced wound care market. Basis of Presentation- The functional currencies of the Company’s foreign operations are their local currencies. The financial statements of the Company’s foreign subsidiary have been translated into United States dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Income statement amounts have been translated using the average exchange rate for the year. Translation adjustments are reported in other comprehensive loss in the consolidated statements of comprehensive loss and as cumulative translation adjustments in accumulated other comprehensive loss in the consolidated balance sheets. Reclassification – COVID-19 – |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern Our recurring losses from operations and dependency upon future issuances of equity or other financing to fund ongoing operations have raised substantial doubt as to our ability to continue as a going concern. We will be required to raise additional funds to finance our operations and remain a going concern; we may not be able to do so, and/or the terms of any financings may not be advantageous to us. The continuation of our business is dependent upon raising additional capital. We expect to devote substantial resources for the commercialization of the dermaPACE and will continue to research and develop the non-medical uses of the PACE technology, both of which will require additional capital resources. The operating losses and the events of default on the Company’s notes payable indicate substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the filing of this Form 10-K. The continuation of our business is dependent upon raising additional capital to fund operations. Management’s plans are to obtain additional capital in 2022 through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing arrangements, or raise capital through the conversion of outstanding warrants, issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt. These possibilities, to the extent available, may be on terms that result in significant dilution to our existing shareholders. In addition, there can be no assurances that our plans to obtain additional capital will be successful on the terms or timeline we expect, or at all. Although no assurances can be given, management believes that potential additional issuances of equity or other potential financing transactions as discussed above should provide the necessary funding for us. If these efforts are unsuccessful, we may be required to significantly curtail or discontinue operations or obtain funds through financing transactions with unfavorable terms. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Our consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies The significant accounting policies followed by the Company are summarized below: Estimates Significant estimates include the recording of allowances for doubtful accounts, the net realizable value of inventory, useful lives of long-lived assets, fair value of goodwill and other intangible assets, the determination of the valuation allowances for deferred taxes, estimated fair value of stock-based compensation, and the estimated fair value of embedded derivatives, including warrants and embedded conversion options. Cash Accounts receivable - Concentration of credit risk Inventory Property and equipment – The costs of additions and betterments are capitalized and expenditures for repairs and maintenance, which do not extend the economic useful life of the related assets, are expensed. The straight-line method of depreciation is used for computing depreciation on property and equipment over the following estimated useful lives: Estimated Useful Life Machines and equipment 3 years Office and computer equipment 3 years Medical devices on rent 5 - 15 years Software 2years Furniture and fixtures 3 years Goodwill and Other Intangible Assets — Intangibles-Goodwill and Other the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The Company has determined that there were no impairment to goodwill or intangible assets for the year ended December 31, 2021. Impairment of long-lived assets – Leases – For leases where the Company is the lessee, Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases did not provide an implicit interest rate, the Company used the equivalent borrowing rate for a secured financing with the term of equal to the remaining life of the lease at inception. Any lease arrangements with an initial term of 12 months or less are not recorded on our consolidated balance sheet, and we recognize lease costs for these lease arrangements on a straight-line basis over the lease term. In the event a lease arrangement would provide us with options to exercise one or more renewal terms or to terminate the lease arrangement, we would include these options when we are reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities. None of our lease agreements include an option to purchase the leased asset, residual value guarantees, or material restrictive covenants. Fair value of financial instruments The Company utilizes the guidance of ASC Topic 820-10, Fair Value Measurements The ASC 820-10 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: Level 1 Level 2 Level 3 Preferred stock Distinguishing Liabilities from Equity Sequencing policy Derivatives and Hedging Convertible instruments and liabilities related to warrants issued “Derivatives and Hedging” Warrants related to debt issued – Beneficial conversion feature on convertible debt - Segment information Revenue Recognition – We recognize revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842. Topic 606 The core principle of ASC Topic 606 “Revenue from Contracts with Customers” 1. Identify the contract(s) with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. 2. Identify the performance obligation(s) in the contract. If a contract promises to transfer more than one good or service to a customer, each good or service constitutes a separate performance obligation if the good or service is distinct or capable of being distinct. 3. Determine the transaction price. The transaction price is the amount of consideration to which we expect to be entitled in exchanging the promised goods or services to the customer. 4. Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one performance obligation, we allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which we expect to be entitled in exchange for satisfying each performance obligation. 5. Recognize revenue when (or as) the Company satisfies a performance obligation. For each performance obligation, we determine whether we satisfy the performance obligation at a point in time or over time. Appropriate methods of measuring progress include output methods and input methods. The Company recognizes revenue primarily from the following types of contracts under ASC 606: Product Sales and Accessory and Part Sales - Product sales and accessory and part sales include devices and applicators (new and refurbished). Performance obligations are satisfied at the point in time when the customer obtains control of the goods, which is generally at the point in time that the product is shipped. Licensing Fees - Licensing transactions include distribution licenses and intellectual property licenses. Licensing revenue is recognized as the Company satisfies its performance obligations, which may vary with the terms of the licensing agreement. Other Revenue - Other revenue primarily includes warranties, repairs and billed freight. Device product sales are bundled with an initial one-year warranty and the Company offers a separately priced second-year Topic 842 The Company recognizes revenue primarily from the following types of contracts under ASC 842: Rental and Pay per Use Income - Rental revenue represents revenues earned from renting equipment either on a monthly basis or on a pay per use. We account for these rental contracts as operating leases and revenue will be recognized on a straight-line basis in the period billed to the customer. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. In some cases, a rental contract may contain a rental purchase option, whereby the customer has an option to purchase the rented equipment at the end of the term for a specified price. Revenues related to the rental contract will be accounted for as an operating lease as the option to purchase is not reasonably certain to be exercised. Lessees do not provide residual value guarantees on rented equipment. Shipping and handling costs - Research and development - Comprehensive income (loss) – Recent Accounting Pronouncements – In August 2020, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. The amendments in ASU 2017-04 modified the testing that an entity should perform for its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amendment is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2017-04 effective January 1, 2021. The adoption of this guidance did not impact our results of operations or financial position. In May 2021, the FASB issued Accounting Standards Update (“ ASU ”) 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). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for us on January 1, 2022. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Loss per Share [Abstract] | |
Loss per Share | 4. Loss per share The net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares outstanding for the years ended December 31, 2021 and 2020. In accordance with ASC Topic 260-10-45-13, Earnings Per Share Accordingly, warrants issued with a $0.01 per share exercise price, are included in weighted average shares outstanding as follows: 2021 2020 Weighted average shares outstanding Common shares 481,619,621 359,880,132 Common shares issuable assuming excercise of nominally priced warrants 36,736,021 18,248,513 Weighted average shares outstanding 518,355,642 378,128,645 Diluted net loss per share would be computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. To the extent that securities are “anti-dilutive,” they are excluded from the calculation of diluted net loss per share. As a result of the net loss for the years ended December 31, 2021 and 2020, all potentially dilutive shares were anti-dilutive and therefore excluded from the computation of diluted net loss per share. Anti-dilutive equity securities consist of the following at December 31, 2021 and 2020, respectively (dollars in thousands): 2021 2020 Common stock options 31,760 31,938 Common stock purchase warrants 168,192 142,266 Convertible notes payable 90,380 58,657 290,332 232,861 |
Asset Purchase Agreement
Asset Purchase Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Asset Purchase Agreement [Abstract] | |
Asset Purchase Agreement | 5. Asset Purchase Agreement On August 6, 2020, the Company completed an asset purchase agreement (the “Asset Purchase Agreement”) with Celularity pursuant to which the Company acquired (the “Transaction”) Celularity’s UltraMIST® assets (“UltraMIST®”, or the “Assets”). The acquisition provides the Company with a robust product offering in the advanced wound care market and gives the Company an end-to-end advanced wound care product portfolio that addresses the entire care pathway. The aggregate consideration paid for the Assets was $24.0 million, which consisted of (i) a cash payment of $18.9 million, (ii) the issuance of a convertible promissory note to Celularity in the principal amount of $4.0 million (the “Seller Note”), and (iii) a credit of $1.1 million for the previous payment made by the Company to Celularity pursuant to that certain letter of intent between the Company and Celularity dated June 7, 2020. In connection with the Asset Purchase Agreement, on August 6, 2020, we entered into a license and marketing agreement with Celularity pursuant to which Celularity granted to the Company a license to the Celularity wound care biologic products, Biovance® and Interfyl® (the “License Agreement”). The License Agreement provides the Company with an exclusive license to use, market, distribute and sell Biovance® in the field and territory, as defined in the License Agreement, and a non-exclusive license to use, market, distribute and sell Interfyl® in the field and in the territory. The License Agreement has an initial five-year term, after which it automatically renews for additional one-year periods, unless either party provides written notice at least 180 days prior to the expiration of the current term. The license agreement calls for prepaid minimum quarterly upfront royalty of $446 thousand of payments for Biovance which are credited against sales in that quarter. At December 31, 2021 and 2020 the Company had accrued $893 thousand and $336 thousand of license fees, respectively. Royalties are based on a transfer price for each Biovance product and sales are reported on a quarterly basis to Celularity. In the event of sales in excess of the quarterly minimums, any additional royalties are due at that time. The Company evaluated the transaction and has accounted for it as a business combination and applied the related accounting guidance as required, using the acquisition method and a fair value model. The tables below present the consideration paid to Celularity and the fair value of the Assets acquired on August 6, 2020 (dollars in thousands): Purchase Consideration Cash paid at closing $ 18.9 Cash paid pursuant to letter of intent 1.1 Note payable to seller 4.0 Total Consideration $ 24.0 Fair Value of Net Assets Acquired Inventory $ 1.9 Property and equipment 0.4 Intangible assets (1) 14.4 Goodwill (2) 7.3 Total fair value of net assets acquired $ 24.0 1. Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The estimated fair value of the acquired patent and trade names is based on a relief from royalty method. The estimated useful lives for intangible assets were determined based on the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. 2. Goodwill represents the excess of the total purchase consideration over fair value of the assets recognized and represents the future economic benefits that we believe will result from combining the operations of SANUWAVE and UltraMIST®, including expected future synergies and operating efficiencies. Goodwill resulting from the Transaction has been assigned to the Company’s lone operating segment. Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. The goodwill recognized is expected to be deductible for income tax purposes (dollars in thousands). Intantible Assets Fair Value Useful Life (Years) Customer relationships - UltraMIST® $ 3.8 7 Customer relationahips - Biologics 7.6 7 Patent 2.3 19 Trade names 0.7 19 Total intangible assets $ 14.4 Acquisition and related costs - Pro forma impact of acquisition – The pro forma financial information does not reflect revenue opportunities and cost savings which the Company expected to realize as a result of the acquisition or estimates of charges related to the integration activity. Year Ended December 31 (unaudited) 2020 Total revenues $ 7.8 Net Loss (35.6 ) The unaudited pro forma combined results of operations were prepared using the acquisition method of accounting and are based on the historical financial operating results of the Company and UltraMIST®. Except to the extent realized in the year ended December 31, 2020, the unaudited pro forma information does not reflect any cost savings, operating synergies and other benefits that the Company may achieve as a result of the acquisition, or the expenses to be incurred to achieve these savings, operating synergies and other benefits. In addition, except to the extent recognized in the years ended December 31, 2020, the unaudited pro forma information does not reflect the costs to integrate the operations of UltraMIST® within the Company. The acquired Assets were consolidated into our financial statements starting on the acquisition date. The total revenues and operating income of UltraMIST® consolidated into our financial statements since the date of acquisition through December 31, 2020 were $3.6 million and $467 thousand. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory [Abstract] | |
Inventory | 6. Inventory Inventory consists of the following at December 31, 2021 and 2020 (dollars in thousands): 2021 2020 Inventory - finished goods $ 335 $ 1,146 Inventory - parts and accessories 705 1,810 Total inventory $ 1,040 $ 2,956 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consists of the following at December 31, 2021 and 2020 (dollars in thousands): 2021 2020 Machines and equipment $ 190 $ 278 Office and computer equipment 316 245 Medical devices on rent 806 513 Software 38 38 Furniture and fixtures 27 23 Other assets 102 3 Total 1,479 1,100 Accumulated depreciation (811 ) (629 ) Net property and equipment $ 668 $ 471 Depreciation expense was $182 thousand and $98 thousand for the years ended December 31, 2021 and 2020, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Changes in the carrying value of goodwill and other intangible assets during the year ended December 31, 2021 consist of the following activity: December 31, 2020 Amortization Impairment December 31, 2021 Weighted average useful life (in years) Goodwill $ 7,260 $ - $ - $ 7,260 - Intangible assets subject to amortization Customer relationships - UltraMIST $ 3,603 $ (546 ) $ - $ 3,057 2.9 Patent 2,263 (121 ) - 2,142 6.4 Trade names 679 (37 ) - 642 1.9 Other intangible assets $ 6,545 $ (704 ) $ - $ 5,841 3.8 Future amortization expense is expected to be the following: Year ending December 31, Amortization 2022 704 2023 704 2024 704 2025 704 2026 704 Thereafter 2,321 $ 5,841 Impairment – |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 9. Accrued expenses Accrued expenses consist of the following at December 31, 2021 and 2020: 2021 2020 Registration penalties $ 1,950 $ 264 License fees 893 336 Board of director’s fees 507 320 Legal and professional fees 221 196 Other 823 1,011 $ 4,394 $ 2,127 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue [Abstract] | |
Revenue | 10. Revenue Disaggregation of Revenue - The disaggregation of revenue is based on geographical region. The following table presents revenue from contracts with customers for the years ended December 31, 2021 and 2020 (dollars in thousands): Year ended December 31, 2021 Year ended December 31, 2020 United States International Total United States International Total Accessory and parts revenue $ 7,770 $ 302 $ 8,072 $ 1,121 $ 88 $ 1,209 Product 2,766 350 3,116 2,179 88 2,267 License fees and other 135 60 195 - 152 152 Topic 606 Revenue $ 10,671 $ 712 $ 11,383 $ 3,300 $ 328 $ 3,628 Rental income 1,627 - 1,627 429 - 429 Topic 842 Revenue $ 1,627 $ - $ 1,627 $ 429 $ - $ 429 Total Revenue $ 12,298 $ 712 $ 13,010 $ 3,729 $ 328 $ 4,057 Contract liabilities - As of December 31, 2021 and 2020, the Company has contract liabilities from contracts with customers as follows (dollars in thousands): December 31, 2021 December 31, 2020 Service agreements $ 137 $ 69 Deposit on future equipment purchases 204 - Total contract liabilities 341 69 Less: current portion (48 ) (32 ) Non-current contract liabilities $ 293 $ 37 During the years ended December 31, 2021 and 2020, the Company recognized revenue related to these contract liabilities of $32 thousand and $61 thousand, respectively, that were included in the beginning contract liability balances for each of those periods. The following table summarizes the changes in contract liabilities during the year ended December 31, 2021 and 2020 (dollars in thousands): Year ended December 31, 2021 Year ended December 31, 2020 Beginning balance $ 69 $ 128 New service agreement additions 100 2 Deposit on future equipment purchases 204 - Revenue recognized (32 ) (61 ) Total contract liabilities 341 69 Less current portion (48 ) (32 ) Non-current contract liabilities $ 293 $ 37 |
Concentration of Credit Risk an
Concentration of Credit Risk and Limited Suppliers | 12 Months Ended |
Dec. 31, 2021 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | 11. Concentration of Credit Risk and Limited Suppliers Major customers are defined as customers whose accounts receivable, or sales individually consist of more than ten percent of total trade receivables or total sales, respectively. The percentage of accounts receivable from major customers of the Company for the ended December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Accounts Receivable: Customer A 24 % n/a Customer B 16 % 46 % The Company currently purchases most of its product component materials from single suppliers and the loss of any of these suppliers could result in a disruption in our production. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the years ended December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Purchases: Vendor A 50 % n/a Vendor B 21 % n/a Vendor C n/a 35 % Vendor D n/a 22 % Vendor E n/a 11 % |
Accounts Receivable Factoring
Accounts Receivable Factoring | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable Factoring [Abstract] | |
Accounts Receivable Factoring | 12. Accounts Receivable Factoring Receivable amount transferred at 12/31/2021 2,026 Reserve amount held (289 ) Funds due to factoring at 12/31/2021 1,737 On June 17, 2021, the Company entered into a factoring agreement with Goodman Capital Finance (“Goodman”), an unrelated third party, pursuant to which the Company may sell certain of its accounts receivables for 86.25% of the value of the receivable. Advances available under the facility are capped at the lesser of $3.0 million or a formula amount, as defined in the agreement. Interest on advances is assessed at a fixed amount upon funding, which is equivalent to an annualized rate of 15.0% for the first 30 days, and daily thereafter at an annualized rate of 14.4%. The agreement’s term is one month and automatically renews for additional one-month periods, unless either party provides 30 days’ notice of termination. The accounts receivable are sold with recourse back to the Company, therefore the Company accounts for the arrangement as traditional financing. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | 13. Notes payable The following two tables summarize outstanding notes payable as of December 31, 2021 and December 31, 2020 (in thousands): Maturity Date Interest Rate Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Senior secured promissory note payable, in default In default 20.25 % n/a $ 15,000 (3,414 ) - $ 11,586 Convertible promisory notes payable, in default In default 15.4 % $ 0.1071 6,445 (1,099 ) 6,255 11,601 Convertible promisory notes payable, related parties, in default In default 14.0 % $ 0.10 1,596 - - 1,596 SBA loan #2 February 20, 2026 1.00 % n/a 1,033 - - 1,033 Advances on future cash receipts March 11, 2022 n/a n/a 1,500 (1,054 ) - 446 Total debt outstanding, including amounts in default 25,574 (5,567 ) 6,255 26,262 Less: current maturities, including notes in default (24,699 ) 5,567 (6,255 ) (25,387 ) Total long-term debt as of December 31, 2021 $ 875 $ - $ - $ 875 Maturity Date Stated Interest Rate Conversion Price Principal Remaining Debt Discount Carrying Value Senior secured promissory note payable, in default In default 20.25 % n/a $ 15,000 (4,324 ) $ 10,676 Convertible promissory notes payable, in default: Seller Note In default 17.00 % $ 0.10 4,000 - 4,000 Convertible promissory notes payable, related parties, in default: Convertible promissory notes (HealthTronics), related parties In default 14.0 % $ 0.10 1,596 - 1,596 SBA loan #1 May 28, 2022 1.00 % n/a 464 - 464 Total debt outstanding, including amounts in default 21,060 (4,324 ) 16,736 Less: current maturities, including notes in default (20,917 ) 4,324 (16,593 ) Total long-term debt as of December 31, 2020 $ 143 $ - $ 143 Senior secured promissory note payable, in default (“Senior Secured Note”) - The debt issuance costs and debt discount related to the Senior Secured Note were capitalized as a reduction in the principal amount and are being amortized to interest expense over the life of the Senior Secured Note. The amortization of the debt issuance costs and debt discount for the twelve months ended December 31, 2021 was $910 thousand and is included in interest expense. Accrued interest related to the Senior Secured Note was $1.6 million and $642 thousand at December 31, 2021 and December 31, 2020, respectively. Interest expense on the Senior Secured Note was $3.1 million and $1.5 million for the years ended December 31, 2021 and 2020, respectively. Convertible promissory notes payable, in default (“Seller Note”) - The Seller Note matured on August 6, 2021 and was not repaid. The Company’s failure to pay the outstanding principal balance when due constituted an event of default under the terms of the Seller Note and, accordingly, it began accruing additional interest of 5.0% in addition to the 12.0% initial rate, as of the date of the default. As of December 31, 2021 and December 31, 2020, the Seller Notes had outstanding accrued interest of $761 thousand and $192 thousand, respectively. The Company evaluated embedded conversion features within the convertible promissory note and determined that the conversion feature does not require to be bifurcated. Upon adoption of ASC 2020-6 effective January 1, 2021, the convertible promissory note is accounted for as a single liability due to the elimination of the beneficial conversion feature accounting model. April 2021 Securities Purchase Agreement and Warrants (In default) - As noted above, on April 20, 2021, the Company issued the Leviston Note to the Purchaser in an aggregate principal amount of up to $3.4 million (the “Aggregate Amount”), which shall be advanced in disbursements by the Purchaser (“Leviston Disbursements”), as set forth in the Leviston Note. On May 14, 2021, the Leviston Note was amended to increase the Aggregate Amount to $4.2 million. On April 21, 2021, the Purchaser advanced a Leviston Disbursement of $750 thousand, which is net of an original issue discount of 8%. On May 14, 2021, the Purchaser advanced a second Leviston Disbursement of $750 thousand, also net of an original issue discount of 8%. A $250 thousand Leviston Disbursement was made on September 3, 2021, which was subject to the same terms and conditions of the April and May Leviston Disbursements. In addition, a $500 thousand disbursement was made on September 3, 2021 in accordance with notes issued to five institutional investors (the “Five Institutions’ Notes”), which were subject to substantially the same terms and conditions as the Leviston Disbursements. Accrued interest related to the Securities Purchase Agreement and Warrants was $169 thousand at December 31, 2021. Interest expense on the Securities Purchase Agreement and Warrants was $169 thousand for the year ended December 31, 2021. December 2021 Advance on Future Receipts Financing Warrant issuances to Leviston and Five Institutions’ in April, May and September 2021 On April 20, 2021, May 14, 2021 and September 3, 2021, respectively, Leviston was issued 3,968,254, 3,968,254 and 1,322,751, warrants for shares of common stock. On September 3, 2021, the Company also issued a total of 2,777,779 warrants for shares of common stock to Five Institutions. After evaluating the terms of the warrants the Company determined that these warrants meet the definition of a derivative liability and accordingly, were recorded as additional discount against the debt at issuance. See details of the associated warrant issuances at Note 15 – Warrant Liabilities. Embedded Conversion Option Liability The disbursements made in April, May and September 2021 under the Leviston Notes and the Five Institutions’ Notes included a Conversion Option that meets the definition of a derivative liability and, accordingly, is required to be bifurcated. The fair value of Conversion Option liability was determined by using a binomial pricing model (dollars in thousands): Valuation at December 31, 2021 Principal Conversion Price (1) Interest Rate (annual) (2) Volatility (annual) (3) Time to Maturity (Years) Fair Value of Conversion Option Leviston Issuances $ 1,902 0.109 0.16 % 303.20 % 0.4 $ 5,204 Five Institution Issuances 544 0.109 0.26 % 249.00 % 0.7 1,051 $ 2,446 $ 6,255 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company as of December 31, 2021. (2) Interest rate for U.S. Treasury Bonds, as of each presented period ending date, as published by the U.S. Federal Reserve. (3) Based on the historical daily volatility of the Company as of each presented period ending date. Valuation at issue dates Principal Conversion Price (1) Interest Rate (annual) (2) Volatility (annual) (3) Time to Maturity (Years) Fair Value of Conversion Option Leviston Issuances $ 1,902 0.18 0.07 % 73.10 % 1.0 $ 3,206 Five Institution Issuances 544 0.18 0.08 % 80.10 % 1.0 932 $ 2,446 $ 4,138 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. (2) Interest rate for U.S. Treasury Bonds, as of each presented period ending date, as published by the U.S. Federal Reserve. (3) Based on the historical daily volatility of the Company as of each presented period ending date. Interest rates on Leviston and Five Institutions’ Notes, Conversion Option, and Loss on Issuance The Leviston Disbursements and Five Institutions’ Disbursements in April, May and September 2021, bear interest at the rate of 5% per annum and the default rate of 15%. The Leviston Note and Five Institutions’ Notes contains a conversion option (“Conversion Option”) and because they are in default, the Leviston and Five Institutions’ Notes are convertible into common shares of the Company at a conversion price of 75% of the lowest VWAP during the ten trading days ending on the conversion date. For the Five Institutions’ Note this conversion rate shall be no lower than $0.01. The Conversion Option within the Leviston and Five Institutions’ Notes are required to be bifurcated at fair value, which was approximately $1.4 million on the April disbursement and $1.4 million on the May disbursement and $1.4 million on the September disbursements, which resulted in additional debt discounts being recorded at each disbursement date. Because the combined fair value of the applicable warrants and conversion option exceeded the face value of the note, the additional amount beyond the face value is recorded as a loss on issuance of $1.4 million on the April disbursement and $1.1 million on the May disbursement and $1.1 million on the September disbursement. The remaining disbursements up to the Aggregate Amount are subject to the satisfaction of certain terms and conditions set forth in the applicable notes. The disbursements bear an interest at a rate of five percent (5%) per annum and have a maturity date of twelve (12) months from the date of issuance. The Leviston and Five Institutions’ Notes are convertible at the option of the holder into shares of the common stock of the Company at a conversion price per share equal to the lesser of (i) $0.18, and (ii) ninety percent (90%) of the closing price for a share of common stock reported on the OTCQB on the effective date of the Registration Statement (as defined below). The Leviston and Five Institutions’ Note contains customary events of default and covenants, including limitations on incurrences of indebtedness and liens. Pursuant to the Leviston Purchase Agreement and purchase agreements with the Five Institutions (the “Five Institutions’ Purchase Agreements”), the Company has agreed, within a reasonable period of time following the applicable closing date, and in any event prior to any Leviston Disbursement under the Leviston Note subsequent to the initial Leviston Disbursement, to enter into a security agreement in favor of the Leviston or the Five Institutions, as applicable, securing the Company’s obligations under the applicable notes. The rights of Leviston and the Five Institutions to receive payments under the applicable notes are subordinate to the rights of North Haven Expansion pursuant to the subordination agreements that the Company and Leviston, and the Company and the Five Institutions entered into with North Haven Expansion on April 20, 2021 and September 3, 2021, respectively, in connection with the Private Placement (the “Subordination Agreement”). In connection with the Leviston Purchase Agreement, the Company entered into a registration rights agreement with the Leviston on April 20, 2021 (the “Leviston Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement (the “Registration Statement”) with the SEC no later than thirty days following the Leviston Closing Date for the registration of 100% of the maximum number of the shares issuable upon conversion of the Leviston Note and exercise of the Leviston Warrants issued pursuant to the Leviston Purchase Agreement (the “Leviston Registrable Securities”). The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until all Leviston Registrable Securities have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and otherwise without restriction or limitation pursuant to Rule 144 of the Securities Act, as determined by the counsel to the Company. The Company has yet to file the Registration Statement and, under the terms of the Leviston Registration Rights Agreement, it is obligated to pay in cash a one-time aggregate amount of $250 thousand to the holders of the Leviston Notes, plus 1% of the outstanding principal for each 30-day period during which the Company continues not to have in-place an effective Registration Statement. On August 31, 2021, Leviston notified the Company that it was in default of the Leviston Purchase Agreement effective June 11, 2021, for failure to timely file a Registration Statement. From the date of the default, interest on the amounts due to Leviston is calculated at the default interest rate of 15% in addition to the registration penalties stated above. The Company also entered into registration rights agreements with each of the Five Institutions on September 3, 2021. The terms and conditions of the Five Institutions’ registration rights agreements are substantially similar to the Leviston Registration Rights Agreement, with two exceptions: (1) the Five Institutions may be entitled to a pro-rata share of the $250 thousand one-time aggregate amount (approximately $56 thousand) and (2) the 1% of outstanding principal payment amount for each 30-day period is capped at 5% of outstanding principal. Convertible promissory notes payable (HealthTronics), in default - As the Seller Note was not repaid prior to January 1, 2021, HealthTronics may elect to convert the outstanding principal amount plus any accrued but unpaid interest thereon into shares of the Company’s common stock, at a conversion price of $0.10 per share. The Company evaluated embedded conversion features within the convertible promissory note and determined that the conversion feature does not require to be bifurcated. Upon adoption of ASC 2020-6 effective January 1, 2021, the convertible promissory note is accounted for as a single liability due to the elimination of the beneficial conversion feature accounting model. Convertible promissory notes payable (Stolarski), in default - As the Stolarski Note was not repaid prior to January 1, 2021, the holder may elect to convert the outstanding principal amount plus any accrued but unpaid interest thereon into shares of common stock at a conversion price of $0.10 per share. The Company evaluated embedded conversion features within the convertible promissory note and determined that the conversion feature does not require to be bifurcated. Upon adoption of ASC 2020-6 effective January 1, 2021, the convertible promissory note is accounted for as a single liability due to the elimination of the beneficial conversion feature accounting model. September 2021 Advances on Future Receipts Financing The Company determined that these warrants meet the definition of a derivative liability and accordingly, were recorded as additional discount against the debt at issuance. SBA Loan #1 - SBA Loan #2 – All or a portion of SBA Loan #2 may be fully or partially forgiven by the SBA upon application by the Company not later than June 2022 in accordance with SBA regulations. The ultimate forgiveness of SBA Loan #2 is also contingent upon regulatory authorities concurring with management’s good faith assessment that the current economic uncertainty made the loan request necessary to support ongoing operations. If, despite the Company’s good-faith belief that given the circumstances the Company satisfied all eligibility requirements for SBA Loan #2, the Company is later determined to have violated any applicable laws or regulations or it is otherwise determined that the Company was ineligible to receive SBA Loan #2, the Company may be required to repay SBA Loan #2 in its entirety and/or be subject to additional penalties. In the event SBA Loan #2, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. As of December 31, 2021, $158 thousand is included in current liabilities and the remainder of the $875 thousand loan balance is included in non-current liabilities in the accompanying consolidated balance sheets. |
Common Stock Purchase Warrants
Common Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Purchase Warrants [Abstract] | |
Common Stock Purchase Warrants | 14. Common Stock Purchase Warrants A summary of the warrant activity during the years December 31, 2021 and 2020 is as follows: Warrants Weighted Average Exercise Price per share Weighted Average Remaining Contractual Life Warrants at December 31, 2019 9,474,091 $ 0.11 5.03 Issuances 189,182,645 0.19 Exercised (8,200,000 ) 0.10 Forfeited or expired (100,000 ) 0.20 Outstanding at December 31, 2020 190,356,736 $ 0.19 3.43 Issuances 25,925,928 0.18 Exercised (11,400,000 ) 0.01 Forfeited or expired - - Outstanding at December 31, 2021 204,882,664 $ 0.20 2.54 On February 3, 2021, the Company issued 10,925,000 shares of its commons stock to LGH upon the cashless exercise of 11,400,000 of the LGH Warrants under the terms of the warrant agreement. After this cashless exercise, 23,600,000 of LGH Warrants remain outstanding. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 15. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion features associated with a convertible debt on a recurring basis to determine the fair value of the liability. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2021 and 2020 (in thousands): Fair value measured at December 31, 2021 Quoted prices in Significant other Significant Fair value at active markets observable inputs unobservable inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Warrant liability $ 9,614 $ - $ - $ 9,614 Embedded conversion option 6,255 - - 6,255 Total fair value 15,869 - - 15,869 Fair value measured at December 31, 2020 Quoted prices in Significant other Significant Fair value at active markets observable inputs unobservable inputs December 31, 2020 (Level 1) (Level 2) (Level 3) Warrant liability $ 8,855 - - 8,855 Embedded conversion option - - - - Total fair value 8,855 - - 8,855 There were no transfers between Level 1, 2 or three during the years ended December 31, 2021 and 2020. The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2021 and 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g. changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands): Warrant Liability Embedded Conversion Feature Total Balance December 31, 2019 $ - $ - $ - Warrants classified as liabilities 11,955 - 11,955 Warrants reclassified as equity (6,293 ) - (6,293 ) Change in fair value 3,193 - 3,193 Balance December 31, 2020 $ 8,855 $ - $ 8,855 Cashless exercise (2,030 ) - (2,030 ) Warrants classified as liabilities 2,282 - 2,282 Transfer to convertible feature - 4,139 4,139 Change in fair value 507 2,116 2,623 Balance December, 2021 $ 9,614 $ 6,255 $ 15,869 A summary of the warrant liability activity for the year ended December 31, 2021 is as follows: Warrants Outstanding Fair Value per Share Fair Value Balance December 31, 2019 - $ - $ - Warrants classified as liabilities 112,210,902 0.11 11,955,454 Warrants reclassified as Equity (64,119,742 ) 0.10 (6,292,695 ) Gain on remeasurement of warrant liability - 3,192,620 Balance December 31, 2020 48,091,160 $ 0.18 $ 8,855,379 Cashless exercise of LGH Warrants (11,400,000 ) 0.18 (2,030,052 ) Warrants classified as liabilities 25,926,028 0.10 2,282,262 Gain on remeasurement of warrant liability - 506,545 Balance December, 2021 62,617,188 $ 0.15 $ 9,614,134 Significant Black Scholes valuation model inputs related to the Company’s different Warrants at December 31, 2021 and 2020 are listed below . 2021 2020 Weighted average expected life in years 4.67 7.00 Weighted average volatility 116 % 121 % Weighted average risk free interest rate 1.2 % 0.5 % Expected dividend yield 0.00 % 0.00 % |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 16. Leases The following is a summary of the Company’s right of use assets and lease liabilities at December, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Operating Leases Financing Leases Total Operating Leases Financing Leases Total Right of use assets $ 725 $ 626 $ 1,351 $ 725 $ 644 $ 1,369 Less: Accumulated amortization (574 ) (433 ) (1,007 ) (339 ) (235 ) (574 ) Right of use assets, net $ 151 $ 193 $ 344 $ 386 $ 409 $ 795 Lease liabilities $ 157 $ 229 $ 386 $ 415 $ 427 $ 842 Less: current portion (83 ) (185 ) (268 ) (257 ) (194 ) (451 ) Lease Liabilities $ 74 $ 44 $ 118 $ 158 $ 233 $ 391 Total lease costs for the years ended December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Finance lease costs: Amortization of right-of-use assets $ 217 $ 94 Interest on lease liabilities 41 33 Operating lease costs 350 118 Total lease costs $ 608 $ 245 The following summarizes cash paid for amounts included in the measurement of lease liabilities as well as the related right-of-use assets obtained for the years ended December 31, 2021 and 2020 (in thousands): 2021 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from finance leases $ (234 ) $ (103 ) Operating cash flows from operating leases $ (350 ) $ (118 ) Operating Leases - As of December 31, 2021, the maturities of the Company’s operating lease liability, which have initial or remaining lease terms in excess of one year, consist of the following (in thousands): Amount Year ending December 31, 2022 $ 96 2023 68 2024 11 Total lease payments 175 Less: Present value adjustment (18 ) Lease liability $ 157 As of December 31, 2021, the Company’s operating leases had a weighted average remaining lease term of 1.1 years and a weighted average discount rate of 12.0%. Rent expense for the years ended December 31, 2021 and 2020 was $362 thousand and $297 thousand, respectively. Financing Lease - As of December 31, 2021, the maturities of the Company’s financing lease liability, which have initial or remaining lease terms in excess of one year, consist of the following (in thousands): Amount Year ending December 31, 2022 $ 200 2023 18 Total lease payments 218 Present value adjustment 11 Lease liability $ 229 As of December 31, 2021, the Company’s financing leases had a weighted average remaining lease term of 1.0 years based on annualized base payments expiring through 2023 and a weighted average discount rate of 13.2%. As of December 31, 2021, the Company did not have additional operating or financing leases that have yet commenced. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock [Abstract] | |
Common Stock | 17. Common Stock On July 23, 2020, in connection with the Company’s 2020 Annual Meeting of Stockholders, the Company’s stockholders approved, among other matters, an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 355,000,000 to 600,000,000. Also on July 23, 2020, the Company’s stockholders approved the Company to amend the Company’s Articles of Incorporation to effect a reverse split of the Company’s outstanding common stock at a ratio of between 1-for-10 and 1-for-50, with the exact ratio to be determined by the board of directors of the Company in its sole discretion. The Company has not yet effected a reverse split of its stock. On December 30, 2020, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of its common stock, par value $0.001 per share, to 800,000,000, and the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended with the Secretary of State of the State of Nevada on December 30, 2020 to reflect this amendment, which became effective on December 30, 2020. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Stock [Abstract] | |
Preferred Stock | 18. Preferred Stock On January 31, 2020, the Company filed a Certificate of Designation of Preferences, Right and Limitations of Series C Convertible Preferred Stock of the Company with the Nevada Secretary of State which amended our Articles of Incorporation to designate 90 shares of our preferred stock as Series C Convertible Preferred Stock. On February 6, 2020, the Company entered into a Series C Preferred Stock Purchase Agreement (the “Series C Purchase Agreement”) with certain accredited investors for the sale by the Company in a private placement of an aggregate of 90 shares of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share at a stated value equal to $25 thousand per share, for an aggregate total purchase price of $2.3 million. On May 14, 2020, the Company filed a Certificate of Designation of Preferences, Right and Limitations of Series D Convertible Preferred Stock of the Company with the Nevada Secretary of State which amended our Articles of Incorporation to designate eight shares of our preferred stock as Series D Convertible Preferred Stock. On May 14, 2020, the Company entered into a Series D Preferred Stock Purchase Agreement (the “Series D Purchase Agreement”) with certain accredited investors for the sale by the Company in a private placement of an aggregate of eight shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share at a stated value equal to $25 thousand per share (the “Series D Preferred Stock”), for an aggregate total purchase price of $200 thousand. Subject to the terms of the Certificates of Designation, each share of Series C Preferred Stock and Series D Preferred Stock is convertible into shares of common stock of the Company at a rate equal to the stated value of such share of Series C Preferred Stock and Series D Preferred Stock of $25 thousand, divided by the conversion price of $0.14 per share (subject to adjustment from time to time upon the occurrence of certain events as described in the Certificate of Designation). The Certificates of Designation became effective upon filing with the Secretary of State of the State of Nevada. If all outstanding shares of Series C Preferred Stock and Series D Preferred Stock were converted into common stock at the original conversion rate, such shares would convert into an aggregate of 17,500,000 shares of common stock. On September 20, 2020, the Series C and D holders converted their preferred shares into 17,499,958 shares of common stock. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies In the ordinary course of business, the Company from time to time becomes involved in various legal proceedings involving a variety of matters. The Company does not believe there are any pending legal proceedings that will have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Companies expenses legal fees in the period in which they are occurred. Supplier disputes - In May 2021, the Company received notification alleging that it is not in compliance with the license agreement with Celularity entered into in connection with the acquisition of the UltraMIST® assets. The Company has responded and asserted that the Company is not in breach and that the supplier has breached various agreements. It is too early to determine the outcome of this matter. Any potential impact to the Company cannot be fully determined at this time and there is no guarantee that the dispute will be resolved in a manner beneficial to the Company or at all . |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 20. Related party transactions February 2018 dermaPACE® Purchase - February 13, 2018, the Company entered into an Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs with Premier Shockwave Wound Care, Inc., a Georgia Corporation (“PSWC”), and Premier Shockwave, Inc., a Georgia Corporation (“PS”). Each of PS and PSWC is owned by A. Michael Stolarski, a member of the Company’s board of directors and a shareholder of the Company. The agreement provides for the purchase by PSWC and PS of dermaPACE® System and related equipment sold by the Company along with limited but exclusive distribution rights to provide dermaPACE® Systems to certain governmental healthcare facilities in exchange for the payment of certain royalties to the Company. The agreement also contains provisions whereby in the event of a change of control of the Company (as defined in the agreement), the stockholders of PSWC have the right and option to cause the Company to purchase all of the stock of PSWC, and whereby the Company has the right and option to purchase all issued and outstanding shares of PSWC, in each case based upon certain defined purchase price provisions. The purchase price for this agreement is During the years ended December 31, 2021 and 2020, respectively, the Company recorded $32 thousand and $45 thousand in revenue from this entity. In addition, contract liabilities include a balance of $38 thousand at December 31, 2021 and $70 thousand at December 31, 2020 from this related party. March 2021 Future Purchase of Equipment - July 2021 dermaPACE® Purchase - July 2021 Rental Equipment Agreement - October 2021 Advance from Director April 2022 Advance from Director - The Stolarski Advance has 18 UltraMIST® systems used as collateral (the “Collateral”) and the Company has agreed to repurchase the Collateral at $256 thousand. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based Compensation [Abstract] | |
Stock-based Compensation | 21. Stock-based compensation On November 1, 2010, the Company approved the Amended and Restated 2006 Stock Incentive Plan of SANUWAVE Health, Inc. effective as of January 1, 2010 (the “Stock Incentive Plan”). The Stock Incentive Plan permits grants of awards to selected employees, directors and advisors of the Company in the form of restricted stock or options to purchase shares of common stock. Options granted may include non-statutory options as well as qualified incentive stock options. The Stock Incentive Plan is currently administered by the board of directors of the Company. The Stock Incentive Plan gives broad powers to the board of directors of the Company to administer and interpret the particular form and conditions of each option. The stock options granted under the Stock Incentive Plan are non-statutory options which generally vest over a period of up to three years and have a ten-year term. The options are granted at an exercise price determined by the board of directors of the Company to be the fair market value of the common stock on the date of the grant. As of December 31, 2021 and 2020, the Stock Incentive Plan reserved a total of 35,000,000 and 35,000,000, respectively, shares of common stock for grant. The following is a summary of the activity of the Stock Incentive Plan for the years ended December 31, 2021 and 2020: Options Weighted Average Exercise Price per share Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2019 34,303,385 $ 0.28 6.62 $ 981,088 Granted 100,000 0.26 Exercised (325,000 ) 0.15 Forfeited or expired (2,140,000 ) 0.71 Outstanding at December 31, 2020 31,938,385 0.26 5.94 $ 1,372,116 Granted - - Exercised - - Forfeited or expired (179,000 ) 0.18 Outstanding at December 31, 2021 31,759,385 0.26 4.92 $ 1,056,236 Vested and exercisable at December 31, 2021 31,409,385 $ 0.26 4.92 $ 1,056,236 On December 31, 2021, there were 3,240,615 shares of common stock available for grant under the Stock Incentive Plan. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions for the year ended December 31, 2020 is shown below: 2020 Weighted average expected life in years 5.00 Weighted average volatility 124 % Weighted average risk free interest rate 1.6 % Expected dividend yield 0.00 % For the years ended December 31, 2021 and 2020, the Company recognized $0 thousand and $22 thousand, respectively, as compensation cost related to options granted. The compensation cost is included in operating expenses in the accompanying consolidated statements of comprehensive loss. As of December 31, 2021 and 2020, there are no unamortized compensation costs related to options granted. |
Joint ventures
Joint ventures | 12 Months Ended |
Dec. 31, 2021 | |
Joint ventures [Abstract] | |
Joint ventures | 22. Joint ventures On December 13, 2019, the Company entered into a joint venture agreement (the “Agreement”) with Universus Global Advisors LLC, a limited liability company organized under the laws of the State of Delaware (“Universus”), Versani Health Consulting Consultoria em Gestão de Negócios EIRELI, an empresa individual de responsabilidade limitada organized under the laws of Brazil (“Versani”), Curacus Limited, a private limited company organized under the laws of England and Wales (“Curacus”), and certain individual citizens of Brazil and the Czech Republic (the individuals together with Curacus, the “IDIC Group”). The principal purpose of the joint venture company will be to manufacture, import, use, sell, and distribute, on an exclusive basis in Brazil, dermaPACE devices and wound kits consisting of a standard ultrasound gel and custom size sterile sleeves used for the treatment of various acute and chronic wounds using extracorporeal shockwave therapy technology. The joint venture company will also provide treatments related to the dermaPACE devices. The IDIC Group has agreed to pay to the Company a partnership fee in the total amount of $600,000 for the granting of exclusive territorial rights to the joint venture company to distribute the dermaPACE devices and wound kits in Brazil. The $600,000 partnership fee was received and recognized as nonoperating income during the year ended December 31, 2020. The IDIC Group will also have the right to receive prioritized dividends until full reimbursement of the partnership fee and expenses incurred in the formation of the joint venture company, which are required to be paid by the IDIC Group. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes [Abstract] | |
Income taxes | 23. Income taxes The Company files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. The Company is subject to United States federal and state income tax examinations by tax authorities for any years that have net operating losses open until the net operating losses are used. The components of the net loss before income taxes for the years ended December 31, 2021 and 2020 are as follows (dollars in thousands): 2021 2020 Domestic $ (27,208 ) $ (30,945 ) Foreign (23 ) 8 Net loss before income taxes $ (27,231 ) $ (30,937 ) In accordance with ASC Topic 740, Income Taxes On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. The CARES Act did not have a material impact on the Company. The income tax provision (benefit) from continuing operations consists of the following at December 31, 2021 and 2020 (dollars in thousands): Current: 2021 2020 Federal $ - $ - State 28 - Foreign - - 28 - Deferred: Federal (5,038 ) (5,420 ) State (869 ) (964 ) Foreign 4 1 Change in valuation allowance 5,903 6,383 $ 28 $ - At December 31, 2021 and 2020, the Company did not have any undistributed earnings of our foreign subsidiaries. As a result, no additional income or withholding taxes have been provided for. The Company does not anticipate any impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”) and as such, the Company has not recorded any impact associated with either GILTI or BEAT. The income tax provision (benefit) amounts differ from the amounts computed by applying the United States federal statutory income tax rate of 21% for the years ended December 31, 2021 and 2020 to pretax loss from operations as a result of the following for the years ended December 31, 2021 and 2020 (dollars in thousands): 2021 2020 Tax expense (benefit) at statutory rate $ (5,718 ) $ (6,498 ) Increase (reduction) in income taxes resulting from: State income taxes (benefits), net of federal benefit (837 ) (913 ) Non-deductible gain on warrant adjustment valuation 417 670 Income from foreign subsidiaries - 2 Change in valuation allowance 5,903 6,383 Registration penalties 354 - Other (91) 356 Income tax expense (benefit) $ 28 $ - The tax effects of temporary differences that give rise to the deferred tax assets at December 31, 2021 and 2020 are as follows (dollars in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 33,238 $ 28,048 Net operating loss carryforwards - foreign 23 19 Excess of tax basis over book value of property and equipment 14 8 Excess of tax basis over book value of intangible assets 1,632 1,811 Stock-based compensation 1,613 1,613 Accrued employee compensation 698 427 Capitalized equity costs 49 49 Net change in reserve accounts 898 287 38,165 32,262 Valuation allowance (38,165 ) (32,262 ) Net deferred tax asset $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers, whether it is “more likely than not”, that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2021 and 2020. The Company’s ability to use its net operating loss carryforwards could be limited and subject to annual limitations. Since a full analysis under Section 382 of the Internal Revenue Code has not been performed, the Company may realize a “more than 50% change in ownership” which could limit its ability to use its net operating loss carryforwards accumulated to date to reduce future taxable income and tax liabilities. Additionally, because United States tax laws limit the time during which net operating loss carryforwards may be applied against future taxable income and tax liabilities, the Company may not be able to take advantage of all or portions of its net operating loss carryforwards for federal income tax purposes. The federal and state net operating loss carryforwards of approximately $77.9 million from years ending December 31, 2005 through December 31, 2017 will begin to expire in 2025 2024 A provision of ASC 740 specifies that companies are to account for uncertainties in income tax reporting, and prescribes a methodology for recognizing, reversing, and measuring the tax benefits of a tax position taken, or expected to be taken, in a tax return. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions would “more-likely-than-not” be sustained if challenged by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2021 and 2020. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company will recognize in income tax expense, interest and penalties related to income tax matters. For the years ended December 31, 2021 and 2020, the Company did not have any amounts recorded for interest and penalties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent events Warrant Exercises – Second Amendment to Note and Warrant Purchase and Security Agreement The Company received $3.0 million in proceeds related to the issuance of a $3.0 million dollar note, 20.7 million Advisor shares, and 15.5 million warrants with an exercise price of $0.18 and a 10 year term . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Estimates | Estimates Significant estimates include the recording of allowances for doubtful accounts, the net realizable value of inventory, useful lives of long-lived assets, fair value of goodwill and other intangible assets, the determination of the valuation allowances for deferred taxes, estimated fair value of stock-based compensation, and the estimated fair value of embedded derivatives, including warrants and embedded conversion options. |
Cash | Cash |
Accounts receivable | Accounts receivable - |
Concentration of credit risk | Concentration of credit risk |
Inventory | Inventory |
Property and equipment | Property and equipment – The costs of additions and betterments are capitalized and expenditures for repairs and maintenance, which do not extend the economic useful life of the related assets, are expensed. The straight-line method of depreciation is used for computing depreciation on property and equipment over the following estimated useful lives: Estimated Useful Life Machines and equipment 3 years Office and computer equipment 3 years Medical devices on rent 5 - 15 years Software 2years Furniture and fixtures 3 years |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets — Intangibles-Goodwill and Other the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The Company has determined that there were no impairment to goodwill or intangible assets for the year ended December 31, 2021. |
Impairment of long-lived assets | Impairment of long-lived assets – |
Leases | Leases – For leases where the Company is the lessee, Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases did not provide an implicit interest rate, the Company used the equivalent borrowing rate for a secured financing with the term of equal to the remaining life of the lease at inception. Any lease arrangements with an initial term of 12 months or less are not recorded on our consolidated balance sheet, and we recognize lease costs for these lease arrangements on a straight-line basis over the lease term. In the event a lease arrangement would provide us with options to exercise one or more renewal terms or to terminate the lease arrangement, we would include these options when we are reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities. None of our lease agreements include an option to purchase the leased asset, residual value guarantees, or material restrictive covenants. |
Fair value of financial instruments | Fair value of financial instruments The Company utilizes the guidance of ASC Topic 820-10, Fair Value Measurements The ASC 820-10 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: Level 1 Level 2 Level 3 |
Preferred stock | Preferred stock Distinguishing Liabilities from Equity |
Sequencing policy | Sequencing policy Derivatives and Hedging |
Convertible instruments and liabilities related to warrants issued | Convertible instruments and liabilities related to warrants issued “Derivatives and Hedging” |
Warrants related to debt issued | Warrants related to debt issued – |
Beneficial conversion feature on convertible debt | Beneficial conversion feature on convertible debt - |
Segment information | Segment information |
Revenue Recognition | Revenue Recognition – We recognize revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842. Topic 606 The core principle of ASC Topic 606 “Revenue from Contracts with Customers” 1. Identify the contract(s) with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. 2. Identify the performance obligation(s) in the contract. If a contract promises to transfer more than one good or service to a customer, each good or service constitutes a separate performance obligation if the good or service is distinct or capable of being distinct. 3. Determine the transaction price. The transaction price is the amount of consideration to which we expect to be entitled in exchanging the promised goods or services to the customer. 4. Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one performance obligation, we allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which we expect to be entitled in exchange for satisfying each performance obligation. 5. Recognize revenue when (or as) the Company satisfies a performance obligation. For each performance obligation, we determine whether we satisfy the performance obligation at a point in time or over time. Appropriate methods of measuring progress include output methods and input methods. The Company recognizes revenue primarily from the following types of contracts under ASC 606: Product Sales and Accessory and Part Sales - Product sales and accessory and part sales include devices and applicators (new and refurbished). Performance obligations are satisfied at the point in time when the customer obtains control of the goods, which is generally at the point in time that the product is shipped. Licensing Fees - Licensing transactions include distribution licenses and intellectual property licenses. Licensing revenue is recognized as the Company satisfies its performance obligations, which may vary with the terms of the licensing agreement. Other Revenue - Other revenue primarily includes warranties, repairs and billed freight. Device product sales are bundled with an initial one-year warranty and the Company offers a separately priced second-year Topic 842 The Company recognizes revenue primarily from the following types of contracts under ASC 842: Rental and Pay per Use Income - Rental revenue represents revenues earned from renting equipment either on a monthly basis or on a pay per use. We account for these rental contracts as operating leases and revenue will be recognized on a straight-line basis in the period billed to the customer. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. In some cases, a rental contract may contain a rental purchase option, whereby the customer has an option to purchase the rented equipment at the end of the term for a specified price. Revenues related to the rental contract will be accounted for as an operating lease as the option to purchase is not reasonably certain to be exercised. Lessees do not provide residual value guarantees on rented equipment. |
Shipping and handling costs | Shipping and handling costs - |
Research and development | Research and development - |
Comprehensive income (loss) | Comprehensive income (loss) – |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In August 2020, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. The amendments in ASU 2017-04 modified the testing that an entity should perform for its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amendment is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2017-04 effective January 1, 2021. The adoption of this guidance did not impact our results of operations or financial position. In May 2021, the FASB issued Accounting Standards Update (“ ASU ”) 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). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for us on January 1, 2022. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Property, Plant and Equipment, Useful Life | The straight-line method of depreciation is used for computing depreciation on property and equipment over the following estimated useful lives: Estimated Useful Life Machines and equipment 3 years Office and computer equipment 3 years Medical devices on rent 5 - 15 years Software 2years Furniture and fixtures 3 years |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loss per Share [Abstract] | |
Weighted Average Shares Outstanding | Accordingly, warrants issued with a $0.01 per share exercise price, are included in weighted average shares outstanding as follows: 2021 2020 Weighted average shares outstanding Common shares 481,619,621 359,880,132 Common shares issuable assuming excercise of nominally priced warrants 36,736,021 18,248,513 Weighted average shares outstanding 518,355,642 378,128,645 |
Anti-dilutive Equity Securities | Anti-dilutive equity securities consist of the following at December 31, 2021 and 2020, respectively (dollars in thousands): 2021 2020 Common stock options 31,760 31,938 Common stock purchase warrants 168,192 142,266 Convertible notes payable 90,380 58,657 290,332 232,861 |
Asset Purchase Agreement (Table
Asset Purchase Agreement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Purchase Agreement [Abstract] | |
Fair Value of Consideration Exchanged | The tables below present the consideration paid to Celularity and the fair value of the Assets acquired on August 6, 2020 (dollars in thousands): Purchase Consideration Cash paid at closing $ 18.9 Cash paid pursuant to letter of intent 1.1 Note payable to seller 4.0 Total Consideration $ 24.0 Fair Value of Net Assets Acquired Inventory $ 1.9 Property and equipment 0.4 Intangible assets (1) 14.4 Goodwill (2) 7.3 Total fair value of net assets acquired $ 24.0 1. Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The estimated fair value of the acquired patent and trade names is based on a relief from royalty method. The estimated useful lives for intangible assets were determined based on the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. 2. Goodwill represents the excess of the total purchase consideration over fair value of the assets recognized and represents the future economic benefits that we believe will result from combining the operations of SANUWAVE and UltraMIST®, including expected future synergies and operating efficiencies. Goodwill resulting from the Transaction has been assigned to the Company’s lone operating segment. Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. The goodwill recognized is expected to be deductible for income tax purposes (dollars in thousands). |
Estimates of Fair Value of Assets Acquired | Intantible Assets Fair Value Useful Life (Years) Customer relationships - UltraMIST® $ 3.8 7 Customer relationahips - Biologics 7.6 7 Patent 2.3 19 Trade names 0.7 19 Total intangible assets $ 14.4 |
Pro forma Information | The pro forma financial information does not reflect revenue opportunities and cost savings which the Company expected to realize as a result of the acquisition or estimates of charges related to the integration activity. Year Ended December 31 (unaudited) 2020 Total revenues $ 7.8 Net Loss (35.6 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory [Abstract] | |
Inventory | Inventory consists of the following at December 31, 2021 and 2020 (dollars in thousands): 2021 2020 Inventory - finished goods $ 335 $ 1,146 Inventory - parts and accessories 705 1,810 Total inventory $ 1,040 $ 2,956 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following at December 31, 2021 and 2020 (dollars in thousands): 2021 2020 Machines and equipment $ 190 $ 278 Office and computer equipment 316 245 Medical devices on rent 806 513 Software 38 38 Furniture and fixtures 27 23 Other assets 102 3 Total 1,479 1,100 Accumulated depreciation (811 ) (629 ) Net property and equipment $ 668 $ 471 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Other Intangible Assets [Abstract] | |
Carrying Value of Goodwill and Other Intangible Assets | Changes in the carrying value of goodwill and other intangible assets during the year ended December 31, 2021 consist of the following activity: December 31, 2020 Amortization Impairment December 31, 2021 Weighted average useful life (in years) Goodwill $ 7,260 $ - $ - $ 7,260 - Intangible assets subject to amortization Customer relationships - UltraMIST $ 3,603 $ (546 ) $ - $ 3,057 2.9 Patent 2,263 (121 ) - 2,142 6.4 Trade names 679 (37 ) - 642 1.9 Other intangible assets $ 6,545 $ (704 ) $ - $ 5,841 3.8 |
Future Amortization Expense | Future amortization expense is expected to be the following: Year ending December 31, Amortization 2022 704 2023 704 2024 704 2025 704 2026 704 Thereafter 2,321 $ 5,841 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Components of Accrued Expenses | Accrued expenses consist of the following at December 31, 2021 and 2020: 2021 2020 Registration penalties $ 1,950 $ 264 License fees 893 336 Board of director’s fees 507 320 Legal and professional fees 221 196 Other 823 1,011 $ 4,394 $ 2,127 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The disaggregation of revenue is based on geographical region. The following table presents revenue from contracts with customers for the years ended December 31, 2021 and 2020 (dollars in thousands): Year ended December 31, 2021 Year ended December 31, 2020 United States International Total United States International Total Accessory and parts revenue $ 7,770 $ 302 $ 8,072 $ 1,121 $ 88 $ 1,209 Product 2,766 350 3,116 2,179 88 2,267 License fees and other 135 60 195 - 152 152 Topic 606 Revenue $ 10,671 $ 712 $ 11,383 $ 3,300 $ 328 $ 3,628 Rental income 1,627 - 1,627 429 - 429 Topic 842 Revenue $ 1,627 $ - $ 1,627 $ 429 $ - $ 429 Total Revenue $ 12,298 $ 712 $ 13,010 $ 3,729 $ 328 $ 4,057 |
Contract Liabilities | As of December 31, 2021 and 2020, the Company has contract liabilities from contracts with customers as follows (dollars in thousands): December 31, 2021 December 31, 2020 Service agreements $ 137 $ 69 Deposit on future equipment purchases 204 - Total contract liabilities 341 69 Less: current portion (48 ) (32 ) Non-current contract liabilities $ 293 $ 37 The following table summarizes the changes in contract liabilities during the year ended December 31, 2021 and 2020 (dollars in thousands): Year ended December 31, 2021 Year ended December 31, 2020 Beginning balance $ 69 $ 128 New service agreement additions 100 2 Deposit on future equipment purchases 204 - Revenue recognized (32 ) (61 ) Total contract liabilities 341 69 Less current portion (48 ) (32 ) Non-current contract liabilities $ 293 $ 37 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Limited Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | Major customers are defined as customers whose accounts receivable, or sales individually consist of more than ten percent of total trade receivables or total sales, respectively. The percentage of accounts receivable from major customers of the Company for the ended December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Accounts Receivable: Customer A 24 % n/a Customer B 16 % 46 % The Company currently purchases most of its product component materials from single suppliers and the loss of any of these suppliers could result in a disruption in our production. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the years ended December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Purchases: Vendor A 50 % n/a Vendor B 21 % n/a Vendor C n/a 35 % Vendor D n/a 22 % Vendor E n/a 11 % |
Accounts Receivable Factoring (
Accounts Receivable Factoring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable Factoring [Abstract] | |
Accounts Receivable Factoring | Receivable amount transferred at 12/31/2021 2,026 Reserve amount held (289 ) Funds due to factoring at 12/31/2021 1,737 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Outstanding Notes Payable | The following two tables summarize outstanding notes payable as of December 31, 2021 and December 31, 2020 (in thousands): Maturity Date Interest Rate Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Senior secured promissory note payable, in default In default 20.25 % n/a $ 15,000 (3,414 ) - $ 11,586 Convertible promisory notes payable, in default In default 15.4 % $ 0.1071 6,445 (1,099 ) 6,255 11,601 Convertible promisory notes payable, related parties, in default In default 14.0 % $ 0.10 1,596 - - 1,596 SBA loan #2 February 20, 2026 1.00 % n/a 1,033 - - 1,033 Advances on future cash receipts March 11, 2022 n/a n/a 1,500 (1,054 ) - 446 Total debt outstanding, including amounts in default 25,574 (5,567 ) 6,255 26,262 Less: current maturities, including notes in default (24,699 ) 5,567 (6,255 ) (25,387 ) Total long-term debt as of December 31, 2021 $ 875 $ - $ - $ 875 Maturity Date Stated Interest Rate Conversion Price Principal Remaining Debt Discount Carrying Value Senior secured promissory note payable, in default In default 20.25 % n/a $ 15,000 (4,324 ) $ 10,676 Convertible promissory notes payable, in default: Seller Note In default 17.00 % $ 0.10 4,000 - 4,000 Convertible promissory notes payable, related parties, in default: Convertible promissory notes (HealthTronics), related parties In default 14.0 % $ 0.10 1,596 - 1,596 SBA loan #1 May 28, 2022 1.00 % n/a 464 - 464 Total debt outstanding, including amounts in default 21,060 (4,324 ) 16,736 Less: current maturities, including notes in default (20,917 ) 4,324 (16,593 ) Total long-term debt as of December 31, 2020 $ 143 $ - $ 143 |
Fair Value of Conversion Option liability | The disbursements made in April, May and September 2021 under the Leviston Notes and the Five Institutions’ Notes included a Conversion Option that meets the definition of a derivative liability and, accordingly, is required to be bifurcated. The fair value of Conversion Option liability was determined by using a binomial pricing model (dollars in thousands): Valuation at December 31, 2021 Principal Conversion Price (1) Interest Rate (annual) (2) Volatility (annual) (3) Time to Maturity (Years) Fair Value of Conversion Option Leviston Issuances $ 1,902 0.109 0.16 % 303.20 % 0.4 $ 5,204 Five Institution Issuances 544 0.109 0.26 % 249.00 % 0.7 1,051 $ 2,446 $ 6,255 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company as of December 31, 2021. (2) Interest rate for U.S. Treasury Bonds, as of each presented period ending date, as published by the U.S. Federal Reserve. (3) Based on the historical daily volatility of the Company as of each presented period ending date. Valuation at issue dates Principal Conversion Price (1) Interest Rate (annual) (2) Volatility (annual) (3) Time to Maturity (Years) Fair Value of Conversion Option Leviston Issuances $ 1,902 0.18 0.07 % 73.10 % 1.0 $ 3,206 Five Institution Issuances 544 0.18 0.08 % 80.10 % 1.0 932 $ 2,446 $ 4,138 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. (2) Interest rate for U.S. Treasury Bonds, as of each presented period ending date, as published by the U.S. Federal Reserve. (3) Based on the historical daily volatility of the Company as of each presented period ending date. |
Common Stock Purchase Warrants
Common Stock Purchase Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Purchase Warrants [Abstract] | |
Warrant Activity | A summary of the warrant activity during the years December 31, 2021 and 2020 is as follows: Warrants Weighted Average Exercise Price per share Weighted Average Remaining Contractual Life Warrants at December 31, 2019 9,474,091 $ 0.11 5.03 Issuances 189,182,645 0.19 Exercised (8,200,000 ) 0.10 Forfeited or expired (100,000 ) 0.20 Outstanding at December 31, 2020 190,356,736 $ 0.19 3.43 Issuances 25,925,928 0.18 Exercised (11,400,000 ) 0.01 Forfeited or expired - - Outstanding at December 31, 2021 204,882,664 $ 0.20 2.54 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2021 and 2020 (in thousands): Fair value measured at December 31, 2021 Quoted prices in Significant other Significant Fair value at active markets observable inputs unobservable inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Warrant liability $ 9,614 $ - $ - $ 9,614 Embedded conversion option 6,255 - - 6,255 Total fair value 15,869 - - 15,869 Fair value measured at December 31, 2020 Quoted prices in Significant other Significant Fair value at active markets observable inputs unobservable inputs December 31, 2020 (Level 1) (Level 2) (Level 3) Warrant liability $ 8,855 - - 8,855 Embedded conversion option - - - - Total fair value 8,855 - - 8,855 |
Warrants Outstanding and Fair Values | The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2021 and 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g. changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands): Warrant Liability Embedded Conversion Feature Total Balance December 31, 2019 $ - $ - $ - Warrants classified as liabilities 11,955 - 11,955 Warrants reclassified as equity (6,293 ) - (6,293 ) Change in fair value 3,193 - 3,193 Balance December 31, 2020 $ 8,855 $ - $ 8,855 Cashless exercise (2,030 ) - (2,030 ) Warrants classified as liabilities 2,282 - 2,282 Transfer to convertible feature - 4,139 4,139 Change in fair value 507 2,116 2,623 Balance December, 2021 $ 9,614 $ 6,255 $ 15,869 A summary of the warrant liability activity for the year ended December 31, 2021 is as follows: Warrants Outstanding Fair Value per Share Fair Value Balance December 31, 2019 - $ - $ - Warrants classified as liabilities 112,210,902 0.11 11,955,454 Warrants reclassified as Equity (64,119,742 ) 0.10 (6,292,695 ) Gain on remeasurement of warrant liability - 3,192,620 Balance December 31, 2020 48,091,160 $ 0.18 $ 8,855,379 Cashless exercise of LGH Warrants (11,400,000 ) 0.18 (2,030,052 ) Warrants classified as liabilities 25,926,028 0.10 2,282,262 Gain on remeasurement of warrant liability - 506,545 Balance December, 2021 62,617,188 $ 0.15 $ 9,614,134 |
Fair Value of Warrant Liabilities Using Black-Scholes Model | Significant Black Scholes valuation model inputs related to the Company’s different Warrants at December 31, 2021 and 2020 are listed below . 2021 2020 Weighted average expected life in years 4.67 7.00 Weighted average volatility 116 % 121 % Weighted average risk free interest rate 1.2 % 0.5 % Expected dividend yield 0.00 % 0.00 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of ROU Assets and Lease Liabilities | The following is a summary of the Company’s right of use assets and lease liabilities at December, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Operating Leases Financing Leases Total Operating Leases Financing Leases Total Right of use assets $ 725 $ 626 $ 1,351 $ 725 $ 644 $ 1,369 Less: Accumulated amortization (574 ) (433 ) (1,007 ) (339 ) (235 ) (574 ) Right of use assets, net $ 151 $ 193 $ 344 $ 386 $ 409 $ 795 Lease liabilities $ 157 $ 229 $ 386 $ 415 $ 427 $ 842 Less: current portion (83 ) (185 ) (268 ) (257 ) (194 ) (451 ) Lease Liabilities $ 74 $ 44 $ 118 $ 158 $ 233 $ 391 |
Lease Costs | Total lease costs for the years ended December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Finance lease costs: Amortization of right-of-use assets $ 217 $ 94 Interest on lease liabilities 41 33 Operating lease costs 350 118 Total lease costs $ 608 $ 245 |
Cash Paid for Amounts Included in Measurement of Lease Liabilities | The following summarizes cash paid for amounts included in the measurement of lease liabilities as well as the related right-of-use assets obtained for the years ended December 31, 2021 and 2020 (in thousands): 2021 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from finance leases $ (234 ) $ (103 ) Operating cash flows from operating leases $ (350 ) $ (118 ) |
Operating Leases, Maturities | As of December 31, 2021, the maturities of the Company’s operating lease liability, which have initial or remaining lease terms in excess of one year, consist of the following (in thousands): Amount Year ending December 31, 2022 $ 96 2023 68 2024 11 Total lease payments 175 Less: Present value adjustment (18 ) Lease liability $ 157 |
Finance Lease, Maturities | As of December 31, 2021, the maturities of the Company’s financing lease liability, which have initial or remaining lease terms in excess of one year, consist of the following (in thousands): Amount Year ending December 31, 2022 $ 200 2023 18 Total lease payments 218 Present value adjustment 11 Lease liability $ 229 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based Compensation [Abstract] | |
Stock Incentive Plan Activity | The following is a summary of the activity of the Stock Incentive Plan for the years ended December 31, 2021 and 2020: Options Weighted Average Exercise Price per share Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2019 34,303,385 $ 0.28 6.62 $ 981,088 Granted 100,000 0.26 Exercised (325,000 ) 0.15 Forfeited or expired (2,140,000 ) 0.71 Outstanding at December 31, 2020 31,938,385 0.26 5.94 $ 1,372,116 Granted - - Exercised - - Forfeited or expired (179,000 ) 0.18 Outstanding at December 31, 2021 31,759,385 0.26 4.92 $ 1,056,236 Vested and exercisable at December 31, 2021 31,409,385 $ 0.26 4.92 $ 1,056,236 |
Weighted Average Assumptions | The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions for the year ended December 31, 2020 is shown below: 2020 Weighted average expected life in years 5.00 Weighted average volatility 124 % Weighted average risk free interest rate 1.6 % Expected dividend yield 0.00 % |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes [Abstract] | |
Components of Income Tax Expense (Benefit) | The components of the net loss before income taxes for the years ended December 31, 2021 and 2020 are as follows (dollars in thousands): 2021 2020 Domestic $ (27,208 ) $ (30,945 ) Foreign (23 ) 8 Net loss before income taxes $ (27,231 ) $ (30,937 ) The income tax provision (benefit) from continuing operations consists of the following at December 31, 2021 and 2020 (dollars in thousands): Current: 2021 2020 Federal $ - $ - State 28 - Foreign - - 28 - Deferred: Federal (5,038 ) (5,420 ) State (869 ) (964 ) Foreign 4 1 Change in valuation allowance 5,903 6,383 $ 28 $ - |
Effective Income Tax Reconciliation | The income tax provision (benefit) amounts differ from the amounts computed by applying the United States federal statutory income tax rate of 21% for the years ended December 31, 2021 and 2020 to pretax loss from operations as a result of the following for the years ended December 31, 2021 and 2020 (dollars in thousands): 2021 2020 Tax expense (benefit) at statutory rate $ (5,718 ) $ (6,498 ) Increase (reduction) in income taxes resulting from: State income taxes (benefits), net of federal benefit (837 ) (913 ) Non-deductible gain on warrant adjustment valuation 417 670 Income from foreign subsidiaries - 2 Change in valuation allowance 5,903 6,383 Registration penalties 354 - Other (91) 356 Income tax expense (benefit) $ 28 $ - |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to the deferred tax assets at December 31, 2021 and 2020 are as follows (dollars in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 33,238 $ 28,048 Net operating loss carryforwards - foreign 23 19 Excess of tax basis over book value of property and equipment 14 8 Excess of tax basis over book value of intangible assets 1,632 1,811 Stock-based compensation 1,613 1,613 Accrued employee compensation 698 427 Capitalized equity costs 49 49 Net change in reserve accounts 898 287 38,165 32,262 Valuation allowance (38,165 ) (32,262 ) Net deferred tax asset $ - $ - |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 06, 2020ProductTechnology |
Nature of the Business and Basis of Presentation [Abstract] | |||
Number of highly complementary and market-cleared energy transfer technologies | Technology | 2 | ||
Number of human tissue biologic products | Product | 2 | ||
Reclassification [Abstract] | |||
Accrued expenses | $ 4,394 | $ 2,127 | |
Accrued employee compensation | $ 4,247 | 2,541 | |
Reclassification, Adjustment [Member] | |||
Reclassification [Abstract] | |||
Accrued expenses | (154) | ||
Accrued employee compensation | $ 154 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machines and Equipment [Member] | |
Depreciation of Property and Equipment [Abstract] | |
Estimated useful lives | 3 years |
Office and Computer Equipment [Member] | |
Depreciation of Property and Equipment [Abstract] | |
Estimated useful lives | 3 years |
Medical Devices On Rent [Member] | Minimum [Member] | |
Depreciation of Property and Equipment [Abstract] | |
Estimated useful lives | 5 years |
Medical Devices On Rent [Member] | Maximum [Member] | |
Depreciation of Property and Equipment [Abstract] | |
Estimated useful lives | 15 years |
Software [Member] | |
Depreciation of Property and Equipment [Abstract] | |
Estimated useful lives | 2 years |
Furniture and Fixtures [Member] | |
Depreciation of Property and Equipment [Abstract] | |
Estimated useful lives | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Goodwill and Other Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Other Intangible Assets [Abstract] | |
Impairment on goodwill | $ 0 |
Impairment on other intangible assets | $ 0 |
Customer Relationships [Member] | |
Goodwill and Other Intangible Assets [Abstract] | |
Estimated weighted average life | 7 years |
Patents [Member] | |
Goodwill and Other Intangible Assets [Abstract] | |
Estimated weighted average life | 19 years |
Tradenames [Member] | |
Goodwill and Other Intangible Assets [Abstract] | |
Estimated weighted average life | 19 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Impairment of Long-lived Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Impairment of long-lived assets [Abstract] | |
Impairment of long-lived assets | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Information [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Initial warranty period of device product | 1 year |
Extended warranty period of device product | 1 year |
Loss per Share, Weighted Averag
Loss per Share, Weighted Average Shares Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 518,355,642 | 378,128,645 |
Warrant exercise price (in dollars per share) | $ 0.01 | $ 0.10 |
Common Shares [Member] | ||
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 481,619,621 | 359,880,132 |
Common Shares Issuable Assuming Exercise of Nominally Priced Warrants [Member] | ||
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 36,736,021 | 18,248,513 |
Loss per Share, Anti Dilutive E
Loss per Share, Anti Dilutive Equity Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 290,332 | 232,861 |
Common Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 31,760 | 31,938 |
Warrants Classified [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 168,192 | 142,266 |
Convertible Notes Payable [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 90,380 | 58,657 |
Asset Purchase Agreement, Purch
Asset Purchase Agreement, Purchase Consideration (Details) - USD ($) $ in Thousands | Aug. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Asset Purchase Agreement [Abstract] | |||
Accrued license fees | $ 893 | $ 336 | |
Celularity's UltraMIST Assets [Member] | |||
Asset Purchase Agreement [Abstract] | |||
Initial term of license agreement | 5 years | ||
License agreement automatic renewal term | 1 year | ||
Written notice required prior to expiration of current term | 180 days | ||
Upfront royalty payments | $ 446 | ||
Accrued license fees | $ 893 | $ 336 | |
Purchase Consideration [Abstract] | |||
Cash paid at closing | 18,900 | ||
Previous cash deposit pursuant to letter of intent | 1,100 | ||
Note payable to seller | 4,000 | ||
Total consideration | $ 24,000 |
Asset Purchase Agreement, Estim
Asset Purchase Agreement, Estimates of Fair Value of Assets Acquired (Details) $ in Millions | Aug. 06, 2020USD ($) | |
Net Assets Acquired [Abstract] | ||
Inventory | $ 1.9 | |
Property, plant and equipment | 0.4 | |
Intangible assets | 14.4 | [1] |
Goodwill | 7.3 | [2] |
Total | 24 | |
Celularity's UltraMIST Assets [Member] | ||
Net Assets Acquired [Abstract] | ||
Intangible assets | $ 14.4 | |
[1] | Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The estimated fair value of the acquired patent and trade names is based on a relief from royalty method. The estimated useful lives for intangible assets were determined based on the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. | |
[2] | Goodwill represents the excess of the total purchase consideration over fair value of the assets recognized and represents the future economic benefits that we believe will result from combining the operations of SANUWAVE and UltraMIST®, including expected future synergies and operating efficiencies. Goodwill resulting from the Transaction has been assigned to the Company’s lone operating segment. Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. The goodwill recognized is expected to be deductible for income tax purposes (dollars in thousands). |
Asset Purchase Agreement, Est_2
Asset Purchase Agreement, Estimated Useful Lives for Intangible Assets (Details) - USD ($) $ in Millions | Aug. 06, 2020 | Dec. 31, 2021 | |
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | [1] | $ 14.4 | |
Customer Relationships [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated weighted average life | 7 years | ||
Patent [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated weighted average life | 19 years | ||
Celularity's UltraMIST Assets [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | 14.4 | ||
Celularity's UltraMIST Assets [Member] | Customer Relationships [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | $ 3.8 | ||
Estimated weighted average life | 7 years | ||
Celularity's UltraMIST Assets [Member] | Patent [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | $ 2.3 | ||
Estimated weighted average life | 19 years | ||
Celularity's UltraMIST Assets [Member] | Tradenames [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | $ 0.7 | ||
Estimated weighted average life | 19 years | ||
Biologics [Member] | Customer Relationships [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | $ 7.6 | ||
Estimated weighted average life | 7 years | ||
[1] | Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The estimated fair value of the acquired patent and trade names is based on a relief from royalty method. The estimated useful lives for intangible assets were determined based on the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. |
Asset Purchase Agreement, Acqui
Asset Purchase Agreement, Acquisition and Related Costs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Celularity's UltraMIST Assets [Member] | Acquisition and Related Costs [Member] | |
Acquisition and Related Costs [Abstract] | |
Acquisition costs | $ 1.1 |
Asset Purchase Agreement, Unaud
Asset Purchase Agreement, Unaudited Actual and Pro forma Information (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unaudited Actual and Pro forma Information [Abstract] | |||
Total revenues | $ 11,383 | $ 3,628 | |
Operating income | $ (14,142) | (25,200) | |
Pro Forma Information [Abstract] | |||
Total revenues | 7,800 | ||
Net loss | $ (35,600) | ||
Celularity's UltraMIST Assets [Member] | |||
Unaudited Actual and Pro forma Information [Abstract] | |||
Total revenues | $ 3,600 | ||
Operating income | $ 467 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory, Net [Abstract] | ||
Inventory - finished goods | $ 335 | $ 1,146 |
Inventory - parts and accessories | 705 | 1,810 |
Total inventory | $ 1,040 | $ 2,956 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment [Abstract] | ||
Property and equipment, gross | $ 1,479 | $ 1,100 |
Accumulated depreciation | (811) | (629) |
Property and equipment, net | 668 | 471 |
Depreciation expense | 182 | 98 |
Machines and Equipment [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 190 | 278 |
Office and Computer Equipment [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 316 | 245 |
Medical Devices On Rent [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 806 | 513 |
Software [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 38 | 38 |
Furniture and Fixtures [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 27 | 23 |
Other Assets [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | $ 102 | $ 3 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 7,260 | |
Goodwill, impairment | 0 | |
Goodwill, ending balance | 7,260 | $ 7,260 |
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | 6,545 | |
Amortization | (704) | (713) |
Impairment | 0 | 7,200 |
Other intangible assets, ending balance | $ 5,841 | 6,545 |
Other intangible assets, Weighted average useful life | 3 years 9 months 18 days | |
Future Amortization Expense [Abstract] | ||
2022 | $ 704 | |
2023 | 704 | |
2024 | 704 | |
2025 | 704 | |
2026 | 704 | |
Thereafter | 2,321 | |
Total | 5,841 | |
Customer Relationships [Member] | Celularity's UltraMIST Assets [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | 3,603 | |
Amortization | (546) | |
Impairment | 0 | |
Other intangible assets, ending balance | $ 3,057 | 3,603 |
Other intangible assets, Weighted average useful life | 2 years 10 months 24 days | |
Patent [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | $ 2,263 | |
Amortization | (121) | |
Impairment | 0 | |
Other intangible assets, ending balance | $ 2,142 | 2,263 |
Other intangible assets, Weighted average useful life | 6 years 4 months 24 days | |
Trade Names [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | $ 679 | |
Amortization | (37) | |
Impairment | 0 | |
Other intangible assets, ending balance | $ 642 | $ 679 |
Other intangible assets, Weighted average useful life | 1 year 10 months 24 days |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expense [Abstract] | ||
Registration penalties | $ 1,950 | $ 264 |
License fees | 893 | 336 |
Board of director's fees | 507 | 320 |
Legal and professional fees | 221 | 196 |
Other | 823 | 1,011 |
Total accrued expenses | $ 4,394 | $ 2,127 |
Revenue, Disaggregation of Reve
Revenue, Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 11,383 | $ 3,628 |
Rental income | 1,627 | 429 |
Total Revenue | 13,010 | 4,057 |
Accessory and Parts Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 8,072 | 1,209 |
Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 3,116 | 2,267 |
Total Revenue | 3,116 | 2,267 |
License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 195 | 152 |
United States [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 10,671 | 3,300 |
Rental income | 1,627 | 429 |
Total Revenue | 12,298 | 3,729 |
United States [Member] | Accessory and Parts Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 7,770 | 1,121 |
United States [Member] | Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 2,766 | 2,179 |
United States [Member] | License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 135 | 0 |
International [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 712 | 328 |
Rental income | 0 | 0 |
Total Revenue | 712 | 328 |
International [Member] | Accessory and Parts Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 302 | 88 |
International [Member] | Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 350 | 88 |
International [Member] | License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 60 | $ 152 |
Revenue, Contract Liabilities (
Revenue, Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract liabilities [Abstract] | |||
Total contract liabilities | $ 341 | $ 69 | $ 128 |
Less: current portion | (48) | (32) | |
Non-current contract liabilities | 293 | 37 | |
Revenue related to contract liabilities | (32) | (61) | |
New Service Agreement Additions [Member] | |||
Contract liabilities [Abstract] | |||
Total contract liabilities | 100 | 2 | |
Deposit on Future Equipment Purchases [Member] | |||
Contract liabilities [Abstract] | |||
Total contract liabilities | 204 | 0 | |
Service Agreements [Member] | |||
Contract liabilities [Abstract] | |||
Total contract liabilities | $ 137 | $ 69 |
Concentration of Credit Risk _3
Concentration of Credit Risk and Limited Suppliers (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk, percentage | 24.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk, percentage | 16.00% | 46.00% |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk, percentage | 50.00% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk, percentage | 21.00% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor C [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk, percentage | 35.00% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor D [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk, percentage | 22.00% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor E [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk, percentage | 11.00% |
Accounts Receivable Factoring_2
Accounts Receivable Factoring (Details) - USD ($) $ in Thousands | Jun. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable Factoring [Abstract] | |||
Receivable amount transferred at 12/31/2021 | $ 2,026 | ||
Reserve amount held | (289) | ||
Funds due to factoring at 12/31/2021 | 1,737 | ||
Accounts Receivable Factoring [Abstract] | |||
Accounts receivable | $ 2,415 | $ 2,356 | |
Accounts Receivable Factoring Agreement with Goodman [Member] | |||
Accounts Receivable Factoring [Abstract] | |||
Percentage of accounts receivable | 86.25% | ||
Interest fixed funding annualized rate | 15.00% | ||
Period, interest fixed funding annualized rate | 30 days | ||
Interest fixed funding thereafter annualized rate | 14.40% | ||
Agreement term | 1 month | ||
Automatic renewal period of agreement | 1 month | ||
Period of notice termination | 30 days | ||
Accounts Receivable Factoring Agreement with Goodman [Member] | Maximum [Member] | |||
Accounts Receivable Factoring [Abstract] | |||
Accounts receivable | $ 3,000 |
Notes Payable, Outstanding Note
Notes Payable, Outstanding Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 20, 2021 | Dec. 31, 2020 | |
Senior Secured Promissory Notes Payable [Abstract] | |||
Long-term debt gross | $ 25,574 | $ 21,060 | |
Long-term debt gross, current | (24,699) | (20,917) | |
Long-term debt gross, noncurrent | 875 | 143 | |
Remaining debt discount | (5,567) | (4,324) | |
Senior secured promissory note payable, in default | 11,586 | 10,676 | |
Remaining debt discount, current | 5,567 | 4,324 | |
Remaining debt discount, noncurrent | 0 | 0 | |
Remaining embedded conversion option | 6,255 | ||
Remaining embedded conversion option, current | (6,255) | ||
Remaining embedded conversion option, noncurrent | 0 | ||
Convertible promissory note payable, in default | 11,601 | 4,000 | |
Advances on future cash receipts | 446 | 0 | |
Debt, Long-term and Short-term, Combined Amount [Abstract] | |||
Long-term debt net | 26,262 | 16,736 | |
Long-term debt net, current | (25,387) | (16,593) | |
Long-term debt net, noncurrent | $ 875 | $ 143 | |
Convertible Notes Payable [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 14.00% | ||
Conversion price (in dollars per share) | $ 0.10 | ||
Principal amount | $ 1,596 | ||
Remaining debt discount | 0 | ||
Remaining embedded conversion option | 0 | ||
Convertible promissory notes payable, related parties, in default | $ 1,596 | ||
Convertible Notes Payable [Member] | Health Tronics [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 14.00% | ||
Conversion price (in dollars per share) | $ 0.10 | ||
Principal amount | $ 1,596 | ||
Remaining debt discount | 0 | ||
Convertible promissory notes payable, related parties, in default | $ 1,596 | ||
SBA Loan #1 [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | May 28, 2022 | ||
Stated interest rate | 1.00% | ||
Principal amount | $ 464 | ||
Remaining debt discount | 0 | ||
SBA loans | $ 464 | ||
SBA Loan #2 [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | Feb. 20, 2026 | ||
Stated interest rate | 1.00% | 1.00% | |
Principal amount | $ 1,033 | ||
Remaining debt discount | 0 | ||
Remaining embedded conversion option | 0 | ||
SBA loans | $ 1,033 | ||
Advances on Future Cash Receipts [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | Mar. 11, 2022 | ||
Principal amount | $ 1,500 | ||
Remaining debt discount | (1,054) | ||
Remaining embedded conversion option | 0 | ||
Advances on future cash receipts | $ 446 | ||
Senior Secured Note [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 20.25% | 20.25% | |
Principal amount | $ 15,000 | $ 15,000 | |
Remaining debt discount | (3,414) | (4,324) | |
Senior secured promissory note payable, in default | 11,586 | $ 10,676 | |
Remaining embedded conversion option | $ 0 | ||
Convertible Debt [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 15.40% | ||
Conversion price (in dollars per share) | $ 0.1071 | ||
Principal amount | $ 6,445 | ||
Remaining debt discount | (1,099) | ||
Remaining embedded conversion option | 6,255 | ||
Convertible promissory note payable, in default | $ 11,601 | ||
Convertible Debt [Member] | Seller Note [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 17.00% | ||
Conversion price (in dollars per share) | $ 0.10 | ||
Principal amount | $ 4,000 | ||
Remaining debt discount | 0 | ||
Convertible promissory note payable, in default | $ 4,000 |
Notes Payable, Senior Secured P
Notes Payable, Senior Secured Promissory Note Payable, in Default (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | |
Senior Secured Promissory Notes Payable [Abstract] | |||
Accrued interest | $ 2,521 | $ 1,021 | |
Interest expense | $ 6,883 | 2,025 | |
Senior Secured Note and Warrants [Member] | NH Expansion Credit Fund Holdings LP [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Principal amount | $ 15,000 | ||
Additional default accrued interest rate | 5.00% | ||
Senior Secured Note [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Principal amount | $ 15,000 | 15,000 | |
Senior Secured Note [Member] | NH Expansion Credit Fund Holdings LP [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Amortization expense | 910 | ||
Accrued interest | 1,600 | 642 | |
Interest expense | $ 3,100 | $ 1,500 |
Notes Payable, Convertible Prom
Notes Payable, Convertible Promissory Notes Payable, in Default (Details) - USD ($) $ in Thousands | Aug. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instruments [Abstract] | |||
Accrued interest | $ 2,521 | $ 1,021 | |
Celularity's UltraMIST Assets [Member] | Seller Note [Member] | |||
Debt Instruments [Abstract] | |||
Paid for assets | $ 24,000 | ||
Issuance of promissory notes | $ 4,000 | ||
Maturity date | Aug. 6, 2021 | ||
Accrued interest rate | 5.00% | ||
Interest rate percentage | 12.00% | ||
Accrued interest | $ 761 | $ 192 |
Notes Payable, April 2021 Secur
Notes Payable, April 2021 Securities Purchase Agreement and Warrants (in Default) (Details) $ / shares in Units, $ in Thousands | Sep. 03, 2021USD ($)Investors | May 14, 2021USD ($) | Apr. 21, 2021USD ($) | Apr. 20, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019$ / shares |
April 2021 Securities Purchase Agreement and Warrants [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.20 | $ 0.19 | $ 0.11 | ||||
Proceeds from, promissory note disbursement | $ 940 | $ 13,347 | |||||
Accrued interest | 2,521 | 1,021 | |||||
Interest expense | 6,883 | $ 2,025 | |||||
April 2021 Securities Purchase Agreement and Warrants [Member] | |||||||
April 2021 Securities Purchase Agreement and Warrants [Abstract] | |||||||
Principal amount | $ 4,200 | $ 3,400 | |||||
Warrants to purchase additional common stock (in shares) | shares | 16,666,667 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 | ||||||
Warrants term period | 4 years | ||||||
Proceeds from, promissory note disbursement | $ 250 | $ 750 | $ 750 | ||||
Original issue discount rate | 8.00% | 8.00% | |||||
Accrued interest | 169 | ||||||
Interest expense | $ 169 | ||||||
April 2021 Securities Purchase Agreement and Warrants [Member] | Five Institutions' Notes [Member] | |||||||
April 2021 Securities Purchase Agreement and Warrants [Abstract] | |||||||
Proceeds from, promissory note disbursement | $ 500 | ||||||
Number of institutional investors | Investors | 5 |
Notes Payable, December 2021 Ad
Notes Payable, December 2021 Advance on Future Receipts Financing (Details) $ / shares in Units, $ in Thousands | Dec. 22, 2021USD ($)wk$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019$ / shares |
December 2021 Advance on Future Receipts Financing [Abstract] | ||||
Initial liability | $ 57,577 | $ 36,745 | ||
Debt discount | $ 5,567 | $ 4,324 | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.20 | $ 0.19 | $ 0.11 | |
December 2021 Advances on Future Receipts Financing [Member] | ||||
December 2021 Advance on Future Receipts Financing [Abstract] | ||||
Balance paid | $ 650 | |||
Cash proceeds | 758 | |||
Sale of future receipts | $ 1,500 | |||
Non-recourse agreement term | wk | 24 | |||
Minimum amount of receipts, payment | $ 59 | |||
Term of minimum amount for receipts | wk | 6 | |||
Remaining amount of receipts for payment | $ 98 | |||
Receipts of remaining term | wk | 18 | |||
Initial liability | $ 1,500 | |||
Debt discount | $ 90 | |||
Warrants to purchase common stock (in shares) | shares | 8,333,334 | |||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 | |||
Warrants expiration period | 4 years |
Notes Payable, Warrant issuance
Notes Payable, Warrant issuances to Leviston and Five Institutions' in April, May and September 2021 (Details) - USD ($) $ in Thousands | Sep. 03, 2021 | May 14, 2021 | Apr. 20, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | |||
Binomial Pricing Model [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Principal | $ 2,446 | $ 2,446 | ||||||
Fair Value of Conversion Option | 4,138 | 6,255 | ||||||
Leviston Issuances [Member] | Binomial Pricing Model [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Principal | 1,902 | 1,902 | ||||||
Fair Value of Conversion Option | $ 3,206 | $ 5,204 | ||||||
Leviston Issuances [Member] | Binomial Pricing Model [Member] | Measurement Input, Conversion Price [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Conversion Price (in dollars per share) | $ 0.18 | [1] | $ 0.109 | [2] | ||||
Leviston Issuances [Member] | Binomial Pricing Model [Member] | Measurement Input, Interest Rate (annual) [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Derivative Liability, Measurement Input | [3] | 0.0007 | 0.0016 | |||||
Leviston Issuances [Member] | Binomial Pricing Model [Member] | Measurement Input, Volatility (annual) [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Derivative Liability, Measurement Input | [4] | 0.7310 | 3.0320 | |||||
Leviston Issuances [Member] | Binomial Pricing Model [Member] | Measurement Input, Time to Maturity (Years) [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Time to Maturity (Years) | 1 year | 4 months 24 days | ||||||
Five Institution Issuances [Member] | Binomial Pricing Model [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Principal | $ 544 | $ 544 | ||||||
Fair Value of Conversion Option | $ 932 | $ 1,051 | ||||||
Five Institution Issuances [Member] | Binomial Pricing Model [Member] | Measurement Input, Conversion Price [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Conversion Price (in dollars per share) | $ 0.18 | [1] | $ 0.109 | [2] | ||||
Five Institution Issuances [Member] | Binomial Pricing Model [Member] | Measurement Input, Interest Rate (annual) [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Derivative Liability, Measurement Input | [3] | 0.0008 | 0.0026 | |||||
Five Institution Issuances [Member] | Binomial Pricing Model [Member] | Measurement Input, Volatility (annual) [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Derivative Liability, Measurement Input | [4] | 0.8010 | 2.4900 | |||||
Five Institution Issuances [Member] | Binomial Pricing Model [Member] | Measurement Input, Time to Maturity (Years) [Member] | ||||||||
Embedded Conversion Option Liability [Abstract] | ||||||||
Time to Maturity (Years) | 1 year | 8 months 12 days | ||||||
Leviston Warrants [Member] | ||||||||
Leviston and Five Institutions Warrants [Abstract] | ||||||||
Warrants issued (in shares) | 1,322,751 | 3,968,254 | 3,968,254 | |||||
Five Institutions Warrants [Member] | ||||||||
Leviston and Five Institutions Warrants [Abstract] | ||||||||
Warrants to purchase additional common stock (in shares) | 2,777,779 | |||||||
[1] | Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. | |||||||
[2] | Based on the terms provided in the warrant agreement to purchase common stock of the Company as of December 31, 2021. | |||||||
[3] | Interest rate for U.S. Treasury Bonds, as of each presented period ending date, as published by the U.S. Federal Reserve.Interest rate for U.S. Treasury Bonds, as of each presented period ending date, as published by the U.S. Federal Reserve. | |||||||
[4] | Based on the historical daily volatility of the Company as of each presented period ending date.Based on the historical daily volatility of the Company as of each presented period ending date. |
Notes Payable, Interest rates o
Notes Payable, Interest rates on Leviston and Five Institutions' Notes, Conversion Option, and Loss on Issuance (Details) $ / shares in Units, $ in Thousands | Aug. 31, 2021 | Apr. 20, 2021USD ($) | Dec. 31, 2021USD ($)d$ / shares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2021USD ($) | May 31, 2021USD ($) | Apr. 30, 2021USD ($) | Dec. 31, 2019$ / shares |
Conversion Option [Abstract] | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.20 | $ 0.19 | $ 0.11 | |||||
Proceeds from, promissory note disbursement | $ 940 | $ 13,347 | ||||||
Leviston Notes [Member] | ||||||||
Conversion Option [Abstract] | ||||||||
Default interest rate | 15.00% | |||||||
Proceeds from, promissory note disbursement | $ 250 | |||||||
Five Institutions' Notes [Member] | ||||||||
Conversion Option [Abstract] | ||||||||
Proceeds from, issuance of one-time aggregate amount | $ 56 | |||||||
Percentage of outstanding principal | 5.00% | |||||||
Five Institutions' Notes [Member] | Minimum [Member] | ||||||||
Conversion Option [Abstract] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.01 | |||||||
Leviston Disbursements and Five Institutions' Notes [Member] | ||||||||
Conversion Option [Abstract] | ||||||||
Promissory note disbursement, interest rate | 5.00% | |||||||
Default interest rate | 15.00% | |||||||
Common stock conversion volume-weighted price percentage | 75.00% | |||||||
Number of trading days | d | 10 | |||||||
Fair value of convertible notes | $ 1,400 | $ 1,400 | $ 1,400 | |||||
Loss on issuance | $ 1,100 | $ 1,100 | $ 1,400 | |||||
Promissory note maturity term | 12 months | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 | |||||||
Common stock conversion price percentage | 90.00% |
Notes Payable, Convertible Pr_2
Notes Payable, Convertible Promissory Notes Payable (HealthTronics), in Default (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | |
Convertible Notes Payable Related Parties [Abstract] | |||
Accrued interest, related parties | $ 289 | $ 77 | |
Health Tronics [Member] | Convertible Note [Member] | |||
Convertible Notes Payable Related Parties [Abstract] | |||
Principal amount | $ 1,400 | ||
Maturity date | Aug. 6, 2021 | ||
Accrued interest rate | 2.00% | ||
Interest rate | 12.00% | ||
Accrued interest, related parties | $ 241 | $ 66 | |
Common stock conversion price (in dollars per share) | $ 0.10 |
Notes Payable, Convertible Pr_3
Notes Payable, Convertible Promissory Notes Payable (Stolarski), in Default (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | |
Convertible Note [Abstract] | |||
Accrued interest, related parties | $ 289 | $ 77 | |
A. Michael Stolarski [Member] | Convertible Note [Member] | |||
Convertible Note [Abstract] | |||
Principal amount | $ 223 | ||
Maturity date | Aug. 6, 2021 | ||
Accrued interest rate | 2.00% | ||
Interest rate | 12.00% | ||
Accrued interest, related parties | $ 41 | $ 11 | |
Common stock conversion price (in dollars per share) | $ 0.10 |
Notes Payable, September 2021 A
Notes Payable, September 2021 Advances on Future Receipts Financing (Details) $ / shares in Units, $ in Thousands | Sep. 27, 2021USD ($)Paymentwk$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019$ / shares |
Advances on Future Receipts Financing [Abstract] | ||||
Initial liability | $ 57,577 | $ 36,745 | ||
Debt discount | $ 5,567 | $ 4,324 | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.20 | $ 0.19 | $ 0.11 | |
September 2021 Advances on Future Receipts Financing [Member] | ||||
Advances on Future Receipts Financing [Abstract] | ||||
Cash proceeds | $ 703 | |||
Sale of future receipts | $ 1,000 | |||
Non-recourse agreement term | wk | 24 | |||
Minimum amount of receipts, payment | $ 59 | |||
Number of payments occurring at closing | Payment | 4 | |||
Initial liability | $ 763 | |||
Debt discount | $ 60 | |||
Warrants to purchase common stock (in shares) | shares | 5,555,556 | |||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 |
Notes Payable, SBA Loans (Detai
Notes Payable, SBA Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 27, 2021 | Feb. 20, 2021 | |
SBA Loans [Abstract] | |||||
Gain on extinguishment of debt | $ 204 | $ (565) | |||
SBA Loan #1 [Member] | |||||
SBA Loans [Abstract] | |||||
Forgiveness of loan, principal amount | $ 454 | ||||
Forgiveness of loan, interest amount | $ 6 | ||||
Gain on extinguishment of debt | $ 460 | ||||
Debt maturity date | May 28, 2022 | ||||
Interest rate | 1.00% | ||||
SBA Loan #2 [Member] | |||||
SBA Loans [Abstract] | |||||
Proceeds from PPP loan | $ 1,030 | ||||
Debt maturity date | Feb. 20, 2026 | ||||
Interest rate | 1.00% | 1.00% | |||
Frequency of payment | monthly | ||||
Term of covered period | 168 days | ||||
Term of deferment period | 10 months | ||||
SBA loan classified as current | $ 158 | ||||
SBA loan classified as non-current | $ 875 |
Common Stock Purchase Warrant_2
Common Stock Purchase Warrants (Details) - $ / shares | Feb. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Warrants [Abstract] | ||||
Outstanding, beginning (in shares) | 190,356,736 | 9,474,091 | ||
Issuances (in shares) | 25,925,928 | 189,182,645 | ||
Exercised (in shares) | (11,400,000) | (8,200,000) | ||
Forfeited or expired (in shares) | 0 | (100,000) | ||
Outstanding, ending (in shares) | 204,882,664 | 190,356,736 | 9,474,091 | |
Weighted Average Exercise Price per share [Abstract] | ||||
Outstanding, beginning (in dollars per share) | $ 0.19 | $ 0.11 | ||
Issuances (in dollars per share) | 0.18 | 0.19 | ||
Exercised (in dollars per share) | 0.01 | 0.10 | ||
Forfeited or expired (in dollars per share) | 0 | 0.20 | ||
Outstanding, ending (in dollars per share) | $ 0.20 | $ 0.19 | $ 0.11 | |
Weighted Average Remaining Contractual Life (Years) [Abstract] | ||||
Weighted Average Remaining Contractual Life (years) | 2 years 6 months 14 days | 3 years 5 months 4 days | 5 years 10 days | |
LGH Warrant [Member] | ||||
Warrants [Abstract] | ||||
Exercised (in shares) | (11,400,000) | |||
Outstanding, ending (in shares) | 23,600,000 | |||
Weighted Average Remaining Contractual Life (Years) [Abstract] | ||||
Issued (in shares) | 10,925,000 |
Fair Value Measurements, Liabil
Fair Value Measurements, Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net [Abstract] | ||
Transfer from level 1 to level 2 | $ 0 | $ 0 |
Transfer to level 1 from level 2 | 0 | 0 |
Transfer to level 3 | 0 | 0 |
Transfer from level 3 | 0 | 0 |
Recurring [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 15,869 | 8,855 |
Recurring [Member] | Warrant Liability [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 9,614 | 8,855 |
Recurring [Member] | Embedded Conversion Option [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 6,255 | 0 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Warrant Liability [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 0 | 0 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Embedded Conversion Option [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Warrant Liability [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Embedded Conversion Option [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 15,869 | 8,855 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | 9,614 | 8,855 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Embedded Conversion Option [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Liabilities at fair value | $ 6,255 | $ 0 |
Fair Value Measurements, Warran
Fair Value Measurements, Warrants Fair Value, Outstanding and Valuation Model (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Warrant Outstanding and Fair Value [Abstract] | |||
Warrants outstanding (in shares) | shares | 62,617,188 | 48,091,160 | 0 |
Cashless exercise of LGH Warrants (in shares) | shares | (11,400,000) | (8,200,000) | |
Gain on remeasurement of warrant liability (in shares) | shares | 0 | 0 | |
Fair value per share (in dollars per share) | $ / shares | $ 0.15 | $ 0.18 | $ 0 |
Cashless exercise of LGH Warrants. Fair value per share (in dollars per share) | $ / shares | $ 0.18 | ||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ 9,614,134 | $ 8,855,379 | $ 0 |
Cashless exercise of LGH Warrants, Fair Value | (2,030,052) | ||
Gain on remeasurement of warrant liability | $ 506,545 | $ 3,192,620 | |
Measurement Input, Weighted Average Expected Life in Years [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Weighted average expected life in years (Years) | 4 years 8 months 1 day | 7 years | |
Measurement Input, Weighted Average Volatility (annual) [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 1.16 | 1.21 | |
Measurement Input, Weighted Average Risk Free Interest Rate [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0.012 | 0.005 | |
Measurement Input, Expected Dividend Yield [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0 | 0 | |
Warrant Classified [Member] | |||
Warrant Outstanding and Fair Value [Abstract] | |||
Warrants outstanding (in shares) | shares | 25,926,028 | 112,210,902 | |
Fair value per share (in dollars per share) | $ / shares | $ 0.10 | $ 0.11 | |
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ 2,282,262 | $ 11,955,454 | |
Warrants Reclassified [Member] | |||
Warrant Outstanding and Fair Value [Abstract] | |||
Warrants outstanding (in shares) | shares | (64,119,742) | ||
Fair value per share (in dollars per share) | $ / shares | $ 0.10 | ||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ (6,292,695) | ||
Level 3 [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | 15,869,000 | 8,855,000 | 0 |
Transfer of convertible feature | 4,139,000 | ||
Cashless exercise of LGH Warrants, Fair Value | (2,030,000) | ||
Gain on remeasurement of warrant liability | 2,623,000 | 3,193,000 | |
Level 3 [Member] | Warrant Classified [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | 2,282,000 | 11,955,000 | |
Level 3 [Member] | Warrants Reclassified [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | (6,293,000) | ||
Level 3 [Member] | Warrant Liability [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | 9,614,000 | 8,855,000 | 0 |
Transfer of convertible feature | 0 | ||
Cashless exercise of LGH Warrants, Fair Value | (2,030,000) | ||
Gain on remeasurement of warrant liability | 507,000 | 3,193,000 | |
Level 3 [Member] | Warrant Liability [Member] | Warrant Classified [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | 2,282,000 | 11,955,000 | |
Level 3 [Member] | Warrant Liability [Member] | Warrants Reclassified [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | (6,293,000) | ||
Level 3 [Member] | Embedded Conversion Option [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | 6,255,000 | 0 | $ 0 |
Transfer of convertible feature | 4,139,000 | ||
Cashless exercise of LGH Warrants, Fair Value | 0 | ||
Gain on remeasurement of warrant liability | 2,116,000 | 0 | |
Level 3 [Member] | Embedded Conversion Option [Member] | Warrant Classified [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ 0 | 0 | |
Level 3 [Member] | Embedded Conversion Option [Member] | Warrants Reclassified [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ 0 |
Leases, ROU Assets and Lease Li
Leases, ROU Assets and Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases [Abstract] | ||
Right of use assets | $ 725 | $ 725 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right of use assets, net | Right of use assets, net |
Less: Accumulated amortization | $ (574) | $ (339) |
Right of use assets, net | 151 | 386 |
Lease Liabilities | $ 157 | $ 415 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities |
Less: current portion | $ (83) | $ (257) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Less: current portion | Less: current portion |
Lease liabilities | $ 74 | $ 158 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease liabilities | Lease liabilities |
Financing Leases [Abstract] | ||
Right of use assets | $ 626 | $ 644 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right of use assets, net | Right of use assets, net |
Less: Accumulated amortization | $ (433) | $ (235) |
Right of use assets, net | 193 | 409 |
Lease Liability | $ 229 | $ 427 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities |
Less: current portion | $ (185) | $ (194) |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Less: current portion | Less: current portion |
Lease liabilities | $ 44 | $ 233 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease liabilities | Lease liabilities |
Total [Abstract] | ||
Right of use assets | $ 1,351 | $ 1,369 |
Less: Accumulated amortization | (1,007) | (574) |
Right of use assets, net | 344 | 795 |
Lease Liabilities | 386 | 842 |
Less: current portion | (268) | (451) |
Lease liabilities | $ 118 | $ 391 |
Leases, Lease Costs (Details)
Leases, Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease costs [Abstract] | ||
Amortization of right-of-use assets | $ 217 | $ 94 |
Interest on lease liabilities | 41 | 33 |
Operating lease costs | 350 | 118 |
Total lease costs | $ 608 | $ 245 |
Leases, Cash Paid for Amounts I
Leases, Cash Paid for Amounts Included in Measurement of Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in measurement of lease liabilities [Abstract] | ||
Operating cash flows from finance leases | $ (234) | $ (103) |
Operating cash flows from operating leases | $ (350) | $ (118) |
Leases, Operating Leases, Remai
Leases, Operating Leases, Remaining Lease Terms (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Maturities of Operating Lease Liability [Abstract] | ||
2022 (remainder of year) | $ 96 | |
2023 | 68 | |
2024 | 11 | |
Total lease payments | 175 | |
Less: Present value adjustment | (18) | |
Lease liability | $ 157 | $ 415 |
Weighted average remaining lease term, operating lease | 1 year 1 month 6 days | |
Weighted average discount rate, operating lease | 12.00% | |
Rent expense | $ 362 | $ 297 |
Leases, Finance Lease, Remainin
Leases, Finance Lease, Remaining Lease Terms (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Finance Lease Liability [Abstract] | ||
2022 (remainder of year) | $ 200 | |
2023 | 18 | |
Total lease payments | 218 | |
Present value adjustment | 11 | |
Lease liability | $ 229 | $ 427 |
Weighted average remaining lease term, finance lease | 1 year | |
Weighted average discount rate, finance lease | 13.20% |
Common Stock (Details)
Common Stock (Details) - $ / shares | Jul. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Jun. 30, 2020 |
Common Stock [Abstract] | |||||
Common stock, shares authorized (in shares) | 600,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | 355,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Minimum [Member] | |||||
Common Stock [Abstract] | |||||
Reverse stock splits (in shares) | 10 | ||||
Maximum [Member] | |||||
Common Stock [Abstract] | |||||
Reverse stock splits (in shares) | 50 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 14, 2020 | Feb. 06, 2020 |
Preferred Stock [Abstract] | |||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Aggregate total purchase price | $ 0 | $ 0 | |||
Anti-dilutive equity securities (in shares) | 290,332,000 | 232,861,000 | |||
Preferred Stock Conversion [Member] | |||||
Preferred Stock [Abstract] | |||||
Anti-dilutive equity securities (in shares) | 17,500,000 | ||||
Series C Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, shares authorized (in shares) | 90 | 90 | 90 | ||
Shares conversion price (in dollars per share) | $ 0.14 | ||||
Series C Preferred Stock [Member] | Private Placement [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, shares issued (in shares) | 90 | ||||
Preferred stock, par value (in dollars per share) | 0.001 | ||||
Preferred stock, stated value (in dollars per share) | $ 25,000 | ||||
Aggregate total purchase price | $ 2,300 | ||||
Series D Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, shares authorized (in shares) | 8 | 8 | 8 | ||
Shares conversion price (in dollars per share) | $ 0.14 | ||||
Series D Preferred Stock [Member] | Private Placement [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, shares issued (in shares) | 8 | ||||
Preferred stock, par value (in dollars per share) | 0.001 | ||||
Preferred stock, stated value (in dollars per share) | $ 25,000 | ||||
Aggregate total purchase price | $ 200 | ||||
Series C and D Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Convertible preferred stock converted to common stock (in shares) | 17,499,958 |
Related party transactions (Det
Related party transactions (Details) | Apr. 01, 2022USD ($)Systems | Jul. 01, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 27, 2021USD ($) | Dec. 31, 2019USD ($) | Feb. 13, 2018 |
Related Party Transaction Disclosures [Abstract] | ||||||||
Contract liabilities | $ 341,000 | $ 69,000 | $ 128,000 | |||||
Related party accounts payable | 127,000 | |||||||
Proceeds from related party deposits | 175,000 | 23,000 | ||||||
A. Michael Stolarski [Member] | ||||||||
Related Party Transaction Disclosures [Abstract] | ||||||||
Revenue from related party | 32,000 | 45,000 | ||||||
Contract liabilities | 38,000 | $ 70,000 | ||||||
Deposits for future purchase of medical equipment | $ 125,000 | |||||||
A. Michael Stolarski [Member] | April 2022 Advances from Directors [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction Disclosures [Abstract] | ||||||||
Advances from related parties | $ 250,000 | |||||||
A. Michael Stolarski [Member] | October 2021 Advances from Directors [Member] | ||||||||
Related Party Transaction Disclosures [Abstract] | ||||||||
Advances from related parties | $ 25,000 | |||||||
Proceeds from related party deposits | $ 125,000 | |||||||
Principal amount | $ 150,000 | |||||||
Maturity date | Jun. 30, 2022 | |||||||
Interest rate | 15.00% | |||||||
A. Michael Stolarski [Member] | UltraMIST Devices [Member] | April 2022 Advances from Directors [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction Disclosures [Abstract] | ||||||||
Number of systems used as collateral | Systems | 18 | |||||||
Repurchase of collateral amount | $ 256,000 | |||||||
PSWC [Member] | ||||||||
Related Party Transaction Disclosures [Abstract] | ||||||||
Purchase price multiplier in reference to EBITDA | 5.5 | |||||||
Purchase from related party | $ 127,000 | |||||||
Monthly rent of equipment | $ 3,600 |
Stock-based Compensation, Stock
Stock-based Compensation, Stock Inventive Plan (Details) - Stock Incentive Plan [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Non-statutory options expiration period | 10 years | ||
Common stock shares reserved (in shares) | 35,000,000 | 35,000,000 | |
Options [Roll Forward] | |||
Outstanding (in shares) | 31,938,385 | 34,303,385 | |
Granted (in shares) | 0 | 100,000 | |
Exercised (in shares) | 0 | (325,000) | |
Forfeited or expired (in shares) | (179,000) | (2,140,000) | |
Outstanding (in shares) | 31,759,385 | 31,938,385 | |
Vested and exercisable (in shares) | 31,409,385 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding (in dollars per share) | $ 0.26 | $ 0.28 | |
Granted (in dollars per share) | 0 | $ 0.26 | |
Exercised (in dollars per share) | 0 | 0.15 | |
Forfeited or expired (in dollars per share) | 0.18 | 0.71 | |
Outstanding (in dollars per share) | 0.26 | $ 0.26 | |
Vested and exercisable (in dollars per share) | $ 0.26 | ||
Weighted average remaining contractual term for outstanding exercisable stock options | 4 years 11 months 1 day | 5 years 11 months 8 days | 6 years 7 months 13 days |
Weighted average remaining contractual term for exercisable stock options | 4 years 11 months 1 day | ||
Aggregate intrinsic value for outstanding options | $ 1,056,236 | $ 1,372,116 | $ 981,088 |
Aggregate intrinsic value for vested and exercisable options | $ 1,056,236 | ||
Shares available for grant (in shares) | 3,240,615 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Non-statutory options vesting period | 3 years |
Stock-based Compensation, Weigh
Stock-based Compensation, Weighted Average Assumptions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions [Abstract] | |||
Weighted average expected life in years | 2 years 6 months 14 days | 3 years 5 months 4 days | 5 years 10 days |
Stock Option [Member] | |||
Weighted average assumptions [Abstract] | |||
Weighted average expected life in years | 5 years | ||
Weighted average volatility | 124.00% | ||
Weighted average risk-free interest rate | 1.60% | ||
Expected dividend yield | 0.00% | ||
Compensation cost related to options granted | $ 0 | $ 22,000 | |
Unamortized compensation cost related to options granted | $ 0 | $ 0 |
Joint ventures (Details)
Joint ventures (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 13, 2019 | |
Joint Venture Agreements [Abstract] | |||
Partnership fee received | $ 0 | $ 600,000 | |
JV Agreement [Member] | |||
Joint Venture Agreements [Abstract] | |||
Partnership fee | $ 600,000 | ||
Partnership fee received | $ 600,000 |
Income taxes, Components of Inc
Income taxes, Components of Income Tax Provision (Benefit) from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Net Loss Before Income Taxes [Abstract] | ||
Domestic | $ (27,208) | $ (30,945) |
Foreign | (23) | 8 |
Net Loss before Income Taxes | (27,231) | (30,937) |
Current [Abstract] | ||
Federal | 0 | 0 |
State | 28 | 0 |
Foreign | 0 | 0 |
Total | 28 | 0 |
Deferred [Abstract] | ||
Federal | (5,038) | (5,420) |
State | (869) | (964) |
Foreign | 4 | 1 |
Change in valuation allowance | 5,903 | 6,383 |
Total | $ 28 | $ 0 |
Income taxes, Income Tax Provis
Income taxes, Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes [Abstract] | ||
Undistributed earnings of foreign subsidiaries | $ 0 | $ 0 |
Percentage of federal statutory income tax rate | 21.00% | 21.00% |
Tax expense (benefit) at statutory rate | $ (5,718,000) | $ (6,498,000) |
Increase (reduction) in income taxes resulting from [Abstract] | ||
State income taxes (benefits), net of federal benefit | (837,000) | (913,000) |
Non-deductible gain on warrant adjustment valuation | 417,000 | 670,000 |
Income from foreign subsidiaries | 0 | 2,000 |
Change in valuation allowance | 5,903,000 | 6,383,000 |
Registration penalties | 354,000 | 0 |
Other | (91,000) | 356,000 |
Income tax expense (benefit) | $ 28,000 | $ 0 |
Income taxes, Deferred Tax Asse
Income taxes, Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred tax assets [Abstract] | |||||
Net operating loss carryforwards | $ 33,238,000 | $ 28,048,000 | |||
Net operating loss carryforwards - foreign | 23,000 | 19,000 | |||
Excess of tax basis over book value of property and equipment | 14,000 | 8,000 | |||
Excess of tax basis over book value of intangible assets | 1,632,000 | 1,811,000 | |||
Stock-based compensation | 1,613,000 | 1,613,000 | |||
Accrued employee compensation | 698,000 | 427,000 | |||
Capitalized equity costs | 49,000 | 49,000 | |||
Net change in reserve accounts | 898,000 | 287,000 | |||
Gross deferred tax assets | 38,165,000 | 32,262,000 | |||
Valuation allowance | (38,165,000) | (32,262,000) | |||
Net deferred tax asset | 0 | 0 | |||
Income Tax Penalties and Interest Expense [Abstract] | |||||
Income tax penalties | 0 | 0 | |||
Interest on income taxes | $ 0 | 0 | |||
Earliest Tax Year [Member] | |||||
Operating Loss Carryforwards [Abstract] | |||||
Operating loss carryforwards, expiry date | Dec. 31, 2024 | ||||
Latest Tax Year [Member] | |||||
Operating Loss Carryforwards [Abstract] | |||||
Operating loss carryforwards, expiry date | Dec. 31, 2025 | ||||
Domestic [Member] | |||||
Operating Loss Carryforwards [Abstract] | |||||
Net operating loss carryforwards | $ 77,900,000 | ||||
Operating loss carryforwards limited with no expiration | $ 56,500,000 | 56,500,000 | $ 56,500,000 | $ 56,500,000 | |
Foreign [Member] | |||||
Operating Loss Carryforwards [Abstract] | |||||
Net operating loss carryforwards | 100,000 | ||||
State and Local Jurisdiction [Member] | |||||
Operating Loss Carryforwards [Abstract] | |||||
Net operating loss carryforwards | $ 77,900,000 | ||||
Operating loss carryforwards limited with no expiration | $ 56,500,000 | $ 56,500,000 | $ 56,500,000 | $ 56,500,000 |
Subsequent Events, Warrant Exer
Subsequent Events, Warrant Exercises (Details) - USD ($) $ in Thousands | May 03, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Abstract] | |||
Proceeds from warrant exercises | $ 0 | $ 10 | |
Exercised (in shares) | (11,400,000) | (8,200,000) | |
Subsequent Event [Member] | Warrant Exercises [Member] | |||
Subsequent Event [Abstract] | |||
Proceeds from warrant exercises | $ 100 | ||
Exercised (in shares) | (15,900,000) | ||
Warrants issued (in shares) | 14,900,000 |
Subsequent Events, Second Amend
Subsequent Events, Second Amendment to Note and Warrant Purchase and Security Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | May 03, 2022 | Feb. 25, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Abstract] | |||||
Issuance of warrants (in shares) | 204,882,664 | 190,356,736 | 9,474,091 | ||
Warrant exercise price (in dollars per share) | $ 0.20 | $ 0.19 | $ 0.11 | ||
Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | |||||
Subsequent Event [Abstract] | |||||
Warrants and Rights Outstanding, Term | 10 years | ||||
Subsequent Event [Member] | Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | |||||
Subsequent Event [Abstract] | |||||
Proceeds from issuance of debt | $ 3 | ||||
Principal amount | $ 3 | ||||
Issuance of advisor shares (in shares) | 20,700,000 | ||||
Issuance of warrants (in shares) | 15,500,000 | ||||
Warrant exercise price (in dollars per share) | $ 0.18 |