Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | 11495 Valley View Road | |
Entity Address, City or Town | Eden Prairie | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55344 | |
City Area Code | 770 | |
Local Phone Number | 419-7525 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 548,737,651 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 106 | $ 1,153 |
Accounts receivable, net of allowance of $1.2 and $1.0 million, respectively | 2,969 | 4,029 |
Inventory | 1,071 | 868 |
Prepaid expenses and other current assets | 371 | 570 |
Total Current Assets | 4,517 | 6,620 |
Property, Equipment and Other, net | 758 | 856 |
Intangible Assets, net | 4,962 | 5,137 |
Goodwill | 7,260 | 7,260 |
Total Non-current Assets | 12,980 | 13,253 |
Total Assets | 17,497 | 19,873 |
Current Liabilities: | ||
Senior secured debt, in default | 14,996 | 14,416 |
Convertible promissory notes payable | 16,953 | 16,713 |
Convertible promissory notes payable, related parties | 7,614 | 7,409 |
Accounts payable | 5,264 | 4,400 |
Accrued expenses | 8,550 | 8,512 |
Due under factoring agreement | 1,631 | 2,130 |
Warrant liability | 9,264 | 1,416 |
Accrued interest | 4,981 | 4,052 |
Accrued interest, related parties | 1,081 | 788 |
Current portion of contract liabilities | 62 | 60 |
Other | 255 | 291 |
Total Current Liabilities | 70,651 | 60,187 |
Non-current Liabilities: | ||
Lease liabilities | 384 | 438 |
Contract liabilities | 225 | 230 |
Deferred tax liability | 28 | 28 |
Total Non-current Liabilities | 637 | 696 |
Total Liabilities | 71,288 | 60,883 |
Commitments and Contingencies (Footnote 11) | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, par value $0.001, 5,000,000 shares authorized; 6,175 shares Series A, 293 shares Series B, 90 shares Series C and 8 shares Series D no shares issued and outstanding at March 31,2023 and December 31,2022 | 0 | 0 |
Common Stock, par value $0.001, 2,500,000,000 shares authorized; 555,637,651 and 548,737,651 issued and outstanding at March 31, 2023 December 31, 2022, respectively | 556 | 549 |
Additional Paid-in Capital | 153,046 | 152,750 |
Accumulated Deficit | (207,322) | (194,242) |
Accumulated Other Comprehensive Loss | (71) | (67) |
Total Stockholders' Deficit | (53,791) | (41,010) |
Total Liabilities and Stockholders' Deficit | $ 17,497 | $ 19,873 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 1.2 | $ 1 |
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) | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued (in shares) | 555,637,651 | 548,737,651 |
Common stock, shares outstanding (in shares) | 555,637,651 | 548,737,651 |
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 Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 8 | 8 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||
Revenue | $ 3,775 | $ 3,195 |
Cost of Revenues | 1,262 | 889 |
Gross Margin | 2,513 | 2,306 |
Operating Expenses: | ||
General and administrative | 2,759 | 2,205 |
Selling and marketing | 1,412 | 1,715 |
Research and development | 131 | 166 |
Depreciation and amortization | 189 | 176 |
Total Operating Expenses | 4,491 | 4,262 |
Operating Loss | (1,978) | (1,956) |
Other Income (Expense) | ||
Interest expense | (3,512) | (3,136) |
Interest expense, related party | (766) | (56) |
Change in fair value of derivative liabilities | (6,797) | 3,482 |
Loss on issuance of debt | 0 | (3,434) |
Other expense | (27) | 0 |
Gain / (loss) on foreign currency exchange | 0 | (1) |
Total Other Expense | (11,102) | (3,145) |
Net Loss before Income Taxes | (13,080) | (5,101) |
Provision for Income Taxes | 0 | 0 |
Net Loss | (13,080) | (5,101) |
Other Comprehensive Loss | ||
Foreign currency translation adjustments | (4) | 0 |
Total Comprehensive Loss | $ (13,084) | $ (5,101) |
Loss per Share: | ||
Loss per share, basic (in dollars per share) | $ (0.02) | $ (0.01) |
Loss per share, diluted (in dollars per share) | $ (0.02) | $ (0.01) |
Weighted average shares outstanding, basic and diluted | ||
Weighted average shares outstanding, basic (in shares) | 575,028,811 | 525,414,534 |
Weighted average shares outstanding, diluted (in shares) | 575,028,811 | 525,414,534 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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, 2021 | $ 0 | $ 482 | $ 144,582 | $ (183,949) | $ (73) | $ (38,958) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 481,619,621 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cashless warrant exercise | $ 0 | $ 14 | 2,152 | 0 | 0 | 2,166 |
Cashless warrant exercise (in shares) | 0 | 14,000,000 | ||||
Warrant exercise | $ 0 | $ 1 | 99 | 0 | 0 | 100 |
Warrant exercise (in shares) | 0 | 909,091 | ||||
Shares issued in conjunction with Note Payable | $ 0 | $ 20 | 3,700 | 0 | 0 | 3,720 |
Shares issued in conjunction with Note Payable (in shares) | 0 | 20,666,993 | ||||
Net loss | $ 0 | $ 0 | 0 | (5,101) | 0 | (5,101) |
Foreign currency translation adjustment | 0 | 0 | 0 | 6 | 6 | |
Ending balance at Mar. 31, 2022 | $ 0 | $ 517 | 150,533 | (189,050) | (67) | (38,067) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 517,195,705 | ||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 549 | 152,750 | (194,242) | (67) | (41,010) |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 548,737,651 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued for services | $ 0 | $ 7 | 296 | 0 | 303 | |
Shares issued for services (in shares) | 0 | 6,900,000 | ||||
Net loss | $ 0 | $ 0 | 0 | (13,080) | 0 | (13,080) |
Foreign currency translation adjustment | 0 | 0 | 0 | (4) | (4) | |
Ending balance at Mar. 31, 2023 | $ 0 | $ 556 | $ 153,046 | $ (207,322) | $ (71) | $ (53,791) |
Ending balance (in shares) at Mar. 31, 2023 | 0 | 555,637,651 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows - Operating Activities: | ||
Net loss | $ (13,080) | $ (5,101) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Depreciation and Amortization | 259 | 191 |
Bad debt expense | 156 | 0 |
Change in fair value of derivative liabilities | 6,797 | (3,482) |
Loss on issuance of debt | 0 | 3,434 |
Amortization of debt issuance costs and original issue discount | 1,931 | 889 |
Accrued interest | 1,365 | 667 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 906 | 804 |
Inventory | (203) | 39 |
Prepaid expenses and other assets | 195 | 4 |
Accounts payable | 864 | (866) |
Accrued expenses | 450 | 444 |
Contract liabilities | (11) | (155) |
Net Cash Used in Operating Activities | (371) | (3,132) |
Cash Flows - Investing Activities | ||
Proceeds from sale of property and equipment | 0 | 360 |
Purchase of property and equipment | (18) | 0 |
Net Cash Flows Provided by (Used in) Investing Activities | (18) | 360 |
Cash Flows - Financing Activities | ||
Proceeds from senior promissory notes | 0 | 2,940 |
Payments to factoring agent, net | (610) | (505) |
Proceeds from warrant exercises | 0 | 100 |
Payments of principal on finance leases | (44) | (65) |
Net Cash Flows Provided by Financing Activities | (654) | 2,470 |
Effect of Exchange Rates on Cash | (4) | (4) |
Net Change in Cash During Period | (1,047) | (306) |
Cash at Beginning of Period | 1,153 | 619 |
Cash at End of Period | 106 | 313 |
Supplemental Information: | ||
Cash paid for interest | 908 | 574 |
Non-cash Investing and Financing Activities: | ||
Reclassification of warrant liability due to cashless warrant exercise | 0 | 2,167 |
Warrants issued in conjunction with senior secured promissory note payable | 0 | 2,654 |
Common shares issued in conjunction with senior secured promissory note payable | 0 | 3,720 |
Common shares issued for advisory shares | $ 302 | $ 0 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 commercialization of its patented noninvasive and biological response activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures. Basis of Presentation – The financial information as of March 31, 2023, and for the three months ended March 31, 2023, and 2022 is unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2023. The condensed consolidated balance sheet on December 31, 2022, has been derived from the audited consolidated financial statements at that date but does not include all the information and disclosures required by U.S. GAAP for comprehensive financial statements. These financial statements should be read in conjunction with the Company’s December 31, 2022, Annual Report on Form 10-K filed with the SEC on March 31, 2023 (the “2022 Annual Report”). Reclassifications - Certain accounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current period condensed consolidated financial statements. These reclassifications had no effect on the previously reported operating results |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The recurring losses from operations, the events of default on the Company’s notes payable, 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 for a period of at least twelve months from the filing of this Form 10-Q. The Company expects to devote substantial resources for the commercialization of UltraMIST and PACE systems which will require additional capital resources to remain a going concern Management’s plans are to obtain additional capital in 2023 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 the Company’s existing stockholders. In addition, there can be no assurances that the Company’s plans to obtain additional capital will be successful on the terms or timeline it expects, or at all. If these efforts are unsuccessful, the Company may be required to significantly curtail or discontinue operations or, if available, obtain funds through financing transactions with unfavorable terms. The accompanying condensed 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 condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. The Company’s condensed 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 the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Significant accounting policies followed by the Company are summarized below and should be read in conjunction with those described in Note 4 of the consolidated financial statements in our 2022 Annual Report. 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 financial instruments, including warrants and embedded conversion options. Revenue Recognition - The core principle of ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company allocates the transaction price to all contractual performance obligations included in the contract. If a contract has more than one performance obligation, we allocate the transaction price to each performance obligation based on standalone selling price, which depicts the amount of consideration we expect to be entitled in exchange for satisfying each performance obligation. The Company recognizes revenue primarily from the following types of contracts: System Sales, Accessory and Part Sales - System sales, 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. The Company allocates the device sales price to the product and the embedded warranty by reference to the stand-alone extended warranty price. Warranty revenue is recognized over the time that the Company satisfies its performance obligations, which is generally the warranty term. Repairs (parts and labor) and billed freight revenue are recognized at the point in time that the service is performed, or the product is shipped, respectively. Recent Accounting Pronouncements – In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was subsequently revised by ASU 2018-19. The ASU introduces a new model for assessing impairment of most financial assets. Entities are required to use a forward-looking expected loss model, which replaces the current incurred loss model, resulting in earlier recognition of allowance for losses. The Company adopted this ASU in January 2023, and there was no material impact on the consolidated financial statements. |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023, and 2022. In accordance with Accounting Standards codification (“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 : Three Months Ended (in Thousands) March 31, 2023 March 31, 2022 Weighted average shares outstanding Common shares 553,338 498,723 Common shares issuable assuming exercise of nominally priced warrants 21,691 26,691 Weighted average shares outstanding 575,029 525,415 Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and diluted 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 three months ended March 31, 2023, and 2022, all potentially dilutive shares were anti-dilutive and therefore excluded from the computation of diluted net loss per share. Anti-dilutive equity securities consisted of the following for the three months ended March 31, 2023, and 2022, respectively : Three Months Ended (in Thousands) March 31, 2023 March 31, 2022 Common stock options 19,286 31,759 Common stock purchase warrants 1,186,522 183,435 Convertible notes payable 624,577 94,172 1,830,385 309,366 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: (in Thousands) March 31, 2023 December 31, 2022 Registration penalties $ 1,583 $ 1,583 License fees 893 892 Director and professional fees 797 586 Employee compensation 4,223 4,585 Other 1,054 866 $ 8,550 $ 8,512 |
Senior Secured Debt, In Default
Senior Secured Debt, In Default | 3 Months Ended |
Mar. 31, 2023 | |
Senior Secured Debt, In Default [Abstract] | |
Senior Secured Debt, In Default | 6. Senior Secured Debt, In Default The following table summarizes outstanding senior secured debt, in default: March 31, 2023 December 31, 2022 (in thousands) Principal Debt Discount Carrying Value Principal Debt Discount Carrying Value Senior secured debt $ 19,355 $ (4,359 ) $ 14,996 $ 19,211 $ (4,795 ) $ 14,416 Senior secured promissory note payable, in default (“Senior Secured Note”) – In August 2020, the Company entered into a Note and Warrant Purchase and Security Agreement (the “NWPSA”). In accordance with the NWPSA, the Company issued a $15 million Senior Secured Promissory Note Payable (the “Senior Secured Note”) and a warrant exercisable into shares of the Company’s common stock in exchange for cash to support operations, repay outstanding debt and close on the acquisition of the UltraMIST assets from Celularity Inc. (Celularity) among other transactions. In February 2022, the Company entered into a Second Amendment to Note and Warrant Purchase and Security Agreement (the “Second NWPSA”) for $3.0 million, for a total of $18.0 million outstanding. Along with the issuance of the note, the Company also issued warrants to purchase 16.2 million shares of common stock with an exercise price of $0.18 and 20.6 million shares of common stock. Since the combined fair value of the warrants and common stock issued as part of the Second NWPSA exceeded the face value of the note, the additional amount beyond the face value was recorded as a loss on issuance totaling $3.4 million. Interest is charged at the greater of the prime rate or 3% plus 9% and paid quarterly. The cash interest rate for March 31,2023, was 17%. The principal increases at a rate of 3% of the outstanding principal balance (PIK interest) on each quarterly interest payment date. The original maturity date of the Senior Secured Note is September 20, 2025, and it can be prepaid. As of March 31, 2023, the Company is in default of the minimum liquidity provisions in the Senior Secured Note and, as a result, it is classified in current liabilities in the accompanying consolidated balance sheets. The Company is accruing interest at the default interest rate of an incremental 5%. 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, included in interest expense, for the three months ended March 31, 2023, and 2022, totaled $0.4 million and $0.5 million, respectively. Accrued interest related to the Senior Secured Note was $2.1 million and $1.9 million on March 31, 2023, and December 31, 2022, respectively. Interest expense on the Senior Secured Note totaled $1.6 million and $0.8 million for the three months ended March 31, 2023, and 2022, respectively. |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Promissory Notes Payable [Abstract] | |
Convertible Promissory Notes Payable | 7. Convertible Promissory Notes Payable The following two tables summarize outstanding notes payable as of March 31, 2023, and December 31, 2022: As of March 31, 2023 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Acquisition convertible promissory note, in default $ 0.10 4,000 - - 4,000 Convertible promissory notes payable, related parties, in default $ 0.10 1,373 - - 1,373 2022 convertible notes payable $ 0.04 13,615 (1,532 ) 870 12,953 2022 convertible notes payable, related parties $ 0.04 6,560 (738 ) 419 6,241 Total Convertible Promissory Notes Payable $ 25,548 $ (2,270 ) $ 1,289 $ 24,567 As of December 31, 2022 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Acquisition convertible promissory note, in default $ 0.10 4,000 - - 4,000 Convertible promissory note, related party, in default $ 0.10 1,373 - - 1,373 2022 convertible notes payable $ 0.04 13,660 (2,532 ) 1,585 12,713 2022 convertible notes payable, related parties $ 0.04 6,515 (1,234 ) 755 6,036 Total Convertible Promissory Notes $ 25,548 $ (3,766 ) $ 2,340 $ 24,122 2022 Convertible Notes Payable and 2022 Convertible Notes Payable, Related Parties - In August 2022 and November 2022, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”), for the sale in a private placement of (i) Future Advance Convertible Promissory Notes (the “Notes”) in an aggregate principal amount of $16.2 million in August and $4.0 million in November, (ii) Common Stock Purchase Warrants to purchase an additional 504.4 million shares of common stock with an exercise price of $0.067 per share and (iii) Common Stock Purchase Warrants to purchase an additional 504.4 million shares of common stock with an exercise price of $0.04 per share. The Company paid issuance costs totaling approximately $1.4 million. Interest expense for the three months ended March 31, 2023, totaled $2.3 million, $0.8 million in contractual interest expense and $1.5 million in amortization of debt discount and issuance costs. Pursuant to the Notes, the Company promised to pay in cash and/or in shares of common stock, at a conversion price of $0.04 (the “Conversion Price”), the principal amount and interest at a rate of 15% per annum on any outstanding principal. The Conversion Price of the Notes is subject to adjustment, including if the Company issues or sells shares of common stock for a price per share less than the Conversion Price of the Notes or if the Company lists its shares of common stock on The Nasdaq Capital Market and the average volume weighted average price of such common stock for the five trading days |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 8. 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 liabilities. The following tables classify the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy: Fair value measured at March 31, 2023 Quoted prices in Significant other Significant Fair value at active markets observable inputs unobservable inputs (in thousands) March 31, 2023 (Level 1) (Level 2) (Level 3) Warrant liability $ 9,264 $ - $ - $ 9,264 Embedded conversion option 1,289 - - 1,289 Total fair value $ 10,553 $ - $ - $ 10,553 Fair value measured at December 31, 2022 Quoted prices in Significant other Significant Fair value at active markets observable inputs unobservable inputs (in thousands) December 31, 2022 (Level 1) (Level 2) (Level 3) Warrant liability $ 1,416 $ - $ - $ 1,416 Embedded conversion option 2,340 - - 2,340 Total fair value $ 3,756 $ - $ - $ 3,756 There were no transfers among Levels 1, 2 or 3 during the three months ended March 31, 2023, and 2022. 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. Warrant Liability Significant inputs related to the Company’s liability classified warrants are listed below. March 31, December 31, 2023 2022 Weighted average remaining life in years 4.62 4.68 Weighted average volatility 92 % 92 % Value of underlying shares $ 0.017 $ 0.005 Weighted average risk free interest rate 3.6 % 4.0 % Expected dividend yield 0.00 % 0.00 % A summary of the warrant liability activity for the three months ended March 31, 2023, is as follows: Warrants Fair Value Fair Value (in thousands, except per share data) Outstanding per Share (in thousands) Balance at December 31, 2022 1,066,857 $ 0.06 $ 1,416 Loss on remeasurement of warrant liability - 7,848 Balance at March 31, 2023 1,066,857 $ 0.01 $ 9,264 Embedded Conversion Option Liability Certain convertible notes include a conversion option that meets the definition of a derivative liability and, accordingly, is required to be bifurcated. The fair value for the conversion option liability was determined using the Black Scholes method. The fair value of conversion option liability assumptions for the periods ended below: March 31, 2023 December 31, 2022 Conversion Price (1) $ 0.04 $ 0.04 Value of underlying shares $ 0.017 $ 0.005 Interest Rate (annual) (2) 4.77 % 4.64 % Volatility (annual) (3) 162.30 % 503.00 % Time to Maturity (Years) 0.35 0.60 (1) Based on the terms provided in the convertible promissory note agreements to convert to common stock of the Company (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 a discounted historical daily volatility of the Company as of each presented period ending date. A summary of the conversion option liability activity is as follows: (in thousands) Conversion Liability Balance December 31, 2022 $ 2,340 Change in fair value (1,051 ) Balance March 31, 2023 $ 1,289 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue [Abstract] | |
Revenue | 9. Revenue The disaggregation of revenue is based on type and geographical region. The following table presents revenue from contracts with customers: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 United States International Total United States International Total Accessory and parts revenue $ 2,574 $ 32 $ 2,606 $ 2,132 $ (4 ) $ 2,128 System revenue 833 36 869 691 16 707 License fees and other 7 10 17 8 9 17 Product Revenue $ 3,414 $ 78 $ 3,492 $ 2,831 $ 21 $ 2,852 Rental Income 283 - 283 343 - 343 Total Revenue $ 3,697 $ 78 $ 3,775 $ 3,174 $ 21 $ 3,195 |
Concentration of Credit Risk an
Concentration of Credit Risk and Limited Suppliers | 3 Months Ended |
Mar. 31, 2023 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | 10. Concentration of Credit Risk and Limited Suppliers 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 three months ended March 31, 2023, and 2022 were as follows: Three Months Ended March 31, 2023 March 31, 2022 Purchases: Vendor A 20 % 19 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. 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 Company’s expenses legal fees in the period in which they are incurred. Acquisition dispute |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On May 9, 2023, the Company issued (i) Notes in an aggregate principal amount of approximately $1.2 million, (ii) First Warrants to purchase approximately 30.7 million shares of common stock with an exercise price of $0.067 per share and (iii) Second Warrants to purchase approximately 30.7 million shares of common stock with an exercise price of $0.04 per share, in each case pursuant to the Purchase Agreement. The closing of the private placement occurred on May 9, 2023, and we received total proceeds of $1.2 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 financial instruments, including warrants and embedded conversion options. |
Revenue Recognition | Revenue Recognition - The core principle of ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company allocates the transaction price to all contractual performance obligations included in the contract. If a contract has more than one performance obligation, we allocate the transaction price to each performance obligation based on standalone selling price, which depicts the amount of consideration we expect to be entitled in exchange for satisfying each performance obligation. The Company recognizes revenue primarily from the following types of contracts: System Sales, Accessory and Part Sales - System sales, 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. The Company allocates the device sales price to the product and the embedded warranty by reference to the stand-alone extended warranty price. Warranty revenue is recognized over the time that the Company satisfies its performance obligations, which is generally the warranty term. Repairs (parts and labor) and billed freight revenue are recognized at the point in time that the service is performed, or the product is shipped, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was subsequently revised by ASU 2018-19. The ASU introduces a new model for assessing impairment of most financial assets. Entities are required to use a forward-looking expected loss model, which replaces the current incurred loss model, resulting in earlier recognition of allowance for losses. The Company adopted this ASU in January 2023, and there was no material impact on the consolidated financial statements. |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 : Three Months Ended (in Thousands) March 31, 2023 March 31, 2022 Weighted average shares outstanding Common shares 553,338 498,723 Common shares issuable assuming exercise of nominally priced warrants 21,691 26,691 Weighted average shares outstanding 575,029 525,415 |
Anti-dilutive Equity Securities | Anti-dilutive equity securities consisted of the following for the three months ended March 31, 2023, and 2022, respectively : Three Months Ended (in Thousands) March 31, 2023 March 31, 2022 Common stock options 19,286 31,759 Common stock purchase warrants 1,186,522 183,435 Convertible notes payable 624,577 94,172 1,830,385 309,366 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following: (in Thousands) March 31, 2023 December 31, 2022 Registration penalties $ 1,583 $ 1,583 License fees 893 892 Director and professional fees 797 586 Employee compensation 4,223 4,585 Other 1,054 866 $ 8,550 $ 8,512 |
Senior Secured Debt, in Defau_2
Senior Secured Debt, in Default (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Senior Secured Debt, In Default [Abstract] | |
Outstanding Secured Debt | The following table summarizes outstanding senior secured debt, in default: March 31, 2023 December 31, 2022 (in thousands) Principal Debt Discount Carrying Value Principal Debt Discount Carrying Value Senior secured debt $ 19,355 $ (4,359 ) $ 14,996 $ 19,211 $ (4,795 ) $ 14,416 |
Convertible Promissory Notes _2
Convertible Promissory Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Promissory Notes Payable [Abstract] | |
Outstanding Notes Payable | The following two tables summarize outstanding notes payable as of March 31, 2023, and December 31, 2022: As of March 31, 2023 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Acquisition convertible promissory note, in default $ 0.10 4,000 - - 4,000 Convertible promissory notes payable, related parties, in default $ 0.10 1,373 - - 1,373 2022 convertible notes payable $ 0.04 13,615 (1,532 ) 870 12,953 2022 convertible notes payable, related parties $ 0.04 6,560 (738 ) 419 6,241 Total Convertible Promissory Notes Payable $ 25,548 $ (2,270 ) $ 1,289 $ 24,567 As of December 31, 2022 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Acquisition convertible promissory note, in default $ 0.10 4,000 - - 4,000 Convertible promissory note, related party, in default $ 0.10 1,373 - - 1,373 2022 convertible notes payable $ 0.04 13,660 (2,532 ) 1,585 12,713 2022 convertible notes payable, related parties $ 0.04 6,515 (1,234 ) 755 6,036 Total Convertible Promissory Notes $ 25,548 $ (3,766 ) $ 2,340 $ 24,122 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | The following tables classify the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy: Fair value measured at March 31, 2023 Quoted prices in Significant other Significant Fair value at active markets observable inputs unobservable inputs (in thousands) March 31, 2023 (Level 1) (Level 2) (Level 3) Warrant liability $ 9,264 $ - $ - $ 9,264 Embedded conversion option 1,289 - - 1,289 Total fair value $ 10,553 $ - $ - $ 10,553 Fair value measured at December 31, 2022 Quoted prices in Significant other Significant Fair value at active markets observable inputs unobservable inputs (in thousands) December 31, 2022 (Level 1) (Level 2) (Level 3) Warrant liability $ 1,416 $ - $ - $ 1,416 Embedded conversion option 2,340 - - 2,340 Total fair value $ 3,756 $ - $ - $ 3,756 |
Fair Value of Warrant Liabilities Using Black-Scholes Model | Significant inputs related to the Company’s liability classified warrants are listed below. March 31, December 31, 2023 2022 Weighted average remaining life in years 4.62 4.68 Weighted average volatility 92 % 92 % Value of underlying shares $ 0.017 $ 0.005 Weighted average risk free interest rate 3.6 % 4.0 % Expected dividend yield 0.00 % 0.00 % A summary of the warrant liability activity for the three months ended March 31, 2023, is as follows: Warrants Fair Value Fair Value (in thousands, except per share data) Outstanding per Share (in thousands) Balance at December 31, 2022 1,066,857 $ 0.06 $ 1,416 Loss on remeasurement of warrant liability - 7,848 Balance at March 31, 2023 1,066,857 $ 0.01 $ 9,264 |
Fair Value of Conversion Option Liabilities Using Black-Scholes Model | The fair value of conversion option liability assumptions for the periods ended below: March 31, 2023 December 31, 2022 Conversion Price (1) $ 0.04 $ 0.04 Value of underlying shares $ 0.017 $ 0.005 Interest Rate (annual) (2) 4.77 % 4.64 % Volatility (annual) (3) 162.30 % 503.00 % Time to Maturity (Years) 0.35 0.60 (1) Based on the terms provided in the convertible promissory note agreements to convert to common stock of the Company (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 a discounted historical daily volatility of the Company as of each presented period ending date. |
Summary of Conversion Option Liability Activity | A summary of the conversion option liability activity is as follows: (in thousands) Conversion Liability Balance December 31, 2022 $ 2,340 Change in fair value (1,051 ) Balance March 31, 2023 $ 1,289 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The disaggregation of revenue is based on type and geographical region. The following table presents revenue from contracts with customers: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 United States International Total United States International Total Accessory and parts revenue $ 2,574 $ 32 $ 2,606 $ 2,132 $ (4 ) $ 2,128 System revenue 833 36 869 691 16 707 License fees and other 7 10 17 8 9 17 Product Revenue $ 3,414 $ 78 $ 3,492 $ 2,831 $ 21 $ 2,852 Rental Income 283 - 283 343 - 343 Total Revenue $ 3,697 $ 78 $ 3,775 $ 3,174 $ 21 $ 3,195 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Limited Suppliers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | 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 three months ended March 31, 2023, and 2022 were as follows: Three Months Ended March 31, 2023 March 31, 2022 Purchases: Vendor A 20 % 19 % |
Loss per Share, Weighted Averag
Loss per Share, Weighted Average Shares Outstanding (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loss per Share [Abstract] | ||
Warrant exercise price (in dollars per share) | $ 0.01 | |
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 575,028,811 | 525,414,534 |
Common Shares [Member] | ||
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 553,338,000 | 498,723,000 |
Common Shares Issuable Assuming Exercise of Nominally Priced Warrants [Member] | ||
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 21,691,000 | 26,691,000 |
Loss per Share, Anti Dilutive E
Loss per Share, Anti Dilutive Equity Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 1,830,385 | 309,366 |
Common Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 19,286 | 31,759 |
Common Stock Purchase Warrants [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 1,186,522 | 183,435 |
Convertible Notes Payable [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 624,577 | 94,172 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Expense [Abstract] | ||
Registration penalties | $ 1,583 | $ 1,583 |
License fees | 893 | 892 |
Director and professional fees | 797 | 586 |
Employee compensation | 4,223 | 4,585 |
Other | 1,054 | 866 |
Total accrued expenses | $ 8,550 | $ 8,512 |
Senior Secured Debt, in Defau_3
Senior Secured Debt, in Default, Outstanding Secured Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2020 |
Senior Secured Debt [Abstract] | |||
Principal amount | $ 25,548 | $ 25,548 | |
Debt discount | (2,270) | (3,766) | |
Carrying value | 14,996 | 14,416 | |
Senior Secured Debt [Member] | |||
Senior Secured Debt [Abstract] | |||
Principal amount | 19,355 | 19,211 | $ 15,000 |
Debt discount | (4,359) | (4,795) | |
Carrying value | $ 14,996 | $ 14,416 |
Senior Secured Debt, in Defau_4
Senior Secured Debt, in Default, Senior Secured Promissory Note Payable, in Default (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | ||||
Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 31, 2020 | |
Notes Payable [Abstract] | |||||
Principal amount | $ 25,548 | $ 25,548 | |||
Accrued interest | 4,981 | 4,052 | |||
Interest expense | 3,512 | $ 3,136 | |||
Senior Secured Promissory Notes Payable [Member] | |||||
Notes Payable [Abstract] | |||||
Principal amount | $ 19,355 | 19,211 | $ 15,000 | ||
Interest rate | 9% | ||||
Frequency of interest payment | quarterly | ||||
Cash interest rate | 17% | ||||
PIK interest | 3% | ||||
Additional default accrued interest rate | 5% | ||||
Amortization expense | $ 400 | 500 | |||
Accrued interest | 2,100 | $ 1,900 | |||
Interest expense | $ 1,600 | $ 800 | |||
Senior Secured Promissory Notes Payable [Member] | Prime Rate [Member] | |||||
Notes Payable [Abstract] | |||||
Basis spread | 3% | ||||
Senior Secured Promissory Notes Payable [Member] | Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | |||||
Notes Payable [Abstract] | |||||
Principal amount | $ 3,000 | $ 18,000 | |||
Loss on issuance | $ 3,400 | ||||
Senior Secured Promissory Notes Payable [Member] | Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | First Warrant [Member] | |||||
Notes Payable [Abstract] | |||||
Warrants to purchase common stock (in shares) | 16.2 | ||||
Warrant exercise price (in dollars per share) | $ 0.18 | ||||
Senior Secured Promissory Notes Payable [Member] | Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | Second Warrant [Member] | |||||
Notes Payable [Abstract] | |||||
Warrants to purchase common stock (in shares) | 20.6 |
Convertible Promissory Notes _3
Convertible Promissory Notes Payable, Outstanding Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Notes Payable [Abstract] | ||
Principal amount | $ 25,548 | $ 25,548 |
Remaining debt discount | (2,270) | (3,766) |
Remaining embedded conversion option | 1,289 | 2,340 |
Carrying value | $ 24,567 | $ 24,122 |
Acquisition Convertible Promissory Note [Member] | ||
Notes Payable [Abstract] | ||
Conversion price (in dollars per share) | $ 0.1 | $ 0.1 |
Principal amount | $ 4,000 | $ 4,000 |
Remaining debt discount | 0 | 0 |
Remaining embedded conversion option | 0 | 0 |
Carrying value | $ 4,000 | $ 4,000 |
Convertible Promissory Notes Payable, Related Parties [Member] | ||
Notes Payable [Abstract] | ||
Conversion price (in dollars per share) | $ 0.1 | $ 0.1 |
Principal amount | $ 1,373 | $ 1,373 |
Remaining debt discount | 0 | 0 |
Remaining embedded conversion option | 0 | 0 |
Carrying value | $ 1,373 | $ 1,373 |
2022 Convertible Notes Payable [Member] | ||
Notes Payable [Abstract] | ||
Conversion price (in dollars per share) | $ 0.04 | $ 0.04 |
Principal amount | $ 13,615 | $ 13,660 |
Remaining debt discount | (1,532) | (2,532) |
Remaining embedded conversion option | 870 | 1,585 |
Carrying value | $ 12,953 | $ 12,713 |
2022 Convertible Notes Payable Related Parties [Member] | ||
Notes Payable [Abstract] | ||
Conversion price (in dollars per share) | $ 0.04 | $ 0.04 |
Principal amount | $ 6,560 | $ 6,515 |
Remaining debt discount | (738) | (1,234) |
Remaining embedded conversion option | 419 | 755 |
Carrying value | $ 6,241 | $ 6,036 |
Convertible Promissory Notes _4
Convertible Promissory Notes Payable, 2022 Convertible Notes Payable, Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 30, 2022 | Aug. 31, 2022 | |
Convertible Promissory Notes [Abstract] | |||||
Aggregate principal amount | $ 25,548 | $ 25,548 | |||
Interest expense | $ 3,512 | $ 3,136 | |||
Common stock, shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 | |||
Minimum [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Common stock, shares authorized (in shares) | 800,000,000 | ||||
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Aggregate principal amount | $ 4,000 | $ 16,200 | |||
Payment of debt issuance costs | $ 1,400 | ||||
Interest rate | 15% | ||||
Conversion price (in dollars per share) | $ 0.04 | ||||
Number of trading days | 5 days | ||||
Interest expense | $ 2,300 | ||||
Contractual interest expense | 800 | ||||
Amortization of debt discount and issuance costs | $ 1,500 | ||||
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | Maximum [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Conversion price (in dollars per share) | $ 0.01 | ||||
Share price (in dollars per share) | $ 0.04 | ||||
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | First Warrant [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Warrants to purchase common stock (in shares) | 504,400,000 | ||||
Warrant exercise price (in dollars per share) | $ 0.067 | ||||
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | Second Warrant [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Warrants to purchase common stock (in shares) | 504,400,000 | ||||
Warrant exercise price (in dollars per share) | $ 0.04 |
Fair Value Measurements, Liabil
Fair Value Measurements, Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net [Abstract] | |||
Transfer to level 3 | $ 0 | $ 0 | |
Transfer from level 3 | 0 | $ 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Embedded Conversion Option [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 1,289 | $ 2,340 | |
Recurring [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 10,553 | 3,756 | |
Recurring [Member] | Warrant Liability [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 9,264 | 1,416 | |
Recurring [Member] | Embedded Conversion Option [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 1,289 | 2,340 | |
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 | 10,553 | 3,756 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 9,264 | 1,416 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Embedded Conversion Option [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | $ 1,289 | $ 2,340 |
Fair Value Measurements, Warran
Fair Value Measurements, Warrants Fair Value, Warrant Liability (Details) - Warrant Liability [Member] $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Measurement Input, Weighted Average Expected Life in Years [Member] | ||
Black Scholes Option Pricing Model [Abstract] | ||
Weighted average expected life in years (Years) | 4 years 7 months 13 days | 4 years 8 months 4 days |
Measurement Input, Weighted Average Volatility (annual) [Member] | ||
Black Scholes Option Pricing Model [Abstract] | ||
Warrants measurement input | 0.92 | 0.92 |
Measurement Input, Value of Underlying Shares [Member] | ||
Black Scholes Option Pricing Model [Abstract] | ||
Warrants measurement input | $ / shares | 0.017 | 0.005 |
Measurement Input, Weighted Average Risk Free Interest Rate [Member] | ||
Black Scholes Option Pricing Model [Abstract] | ||
Warrants measurement input | 0.036 | 0.04 |
Measurement Input, Expected Dividend Yield [Member] | ||
Black Scholes Option Pricing Model [Abstract] | ||
Warrants measurement input | 0 | 0 |
Level 3 [Member] | ||
Warrant Outstanding and Fair Value [Abstract] | ||
Warrants outstanding (in shares) | shares | 1,066,857 | 1,066,857 |
Loss on remeasurement of warrant liability (in shares) | shares | 0 | |
Fair value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.06 |
Fair Value, Warrant Liability [Abstract] | ||
Warrant Liability, Fair Value | $ | $ 9,264 | $ 1,416 |
Loss on remeasurement of warrant liability | $ | $ 7,848 |
Fair Value Measurements, Embedd
Fair Value Measurements, Embedded Conversion Option Liability (Details) - Level 3 [Member] - Embedded Conversion Option [Member] $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | ||
Fair Value, Embedded Conversion Option Liability [Abstract] | |||
Beginning balance | $ 2,340 | ||
Change in fair value | (1,051) | ||
Ending balance | $ 1,289 | $ 2,340 | |
Measurement Input, Conversion Price [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Conversion Price (in dollars per share) | $ / shares | [1] | $ 0.04 | $ 0.04 |
Measurement Input, Value of Underlying Shares [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Measurement input | $ / shares | 0.017 | 0.005 | |
Measurement Input, Interest Rate (annual) [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Measurement input | [2] | 0.0477 | 0.0464 |
Measurement Input, Volatility (annual) [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Measurement input | [3] | 1.623 | 5.03 |
Measurement Input, Time to Maturity (Years) [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Time to Maturity (Years) | 4 months 6 days | 7 months 6 days | |
[1]Based on the terms provided in the convertible promissory note agreements to convert to common stock of the Company[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 a discounted historical daily volatility of the Company as of each presented period ending date. |
Revenue, Disaggregation of Reve
Revenue, Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Abstract] | ||
Product Revenue | $ 3,492 | $ 2,852 |
Rental income | 283 | 343 |
Total Revenue | 3,775 | 3,195 |
Accessory and Parts Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 2,606 | 2,128 |
System Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 869 | 707 |
License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 17 | 17 |
United States [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 3,414 | 2,831 |
Rental income | 283 | 343 |
Total Revenue | 3,697 | 3,174 |
United States [Member] | Accessory and Parts Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 2,574 | 2,132 |
United States [Member] | System Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 833 | 691 |
United States [Member] | License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 7 | 8 |
International [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 78 | 21 |
Rental income | 0 | 0 |
Total Revenue | 78 | 21 |
International [Member] | Accessory and Parts Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 32 | (4) |
International [Member] | System Revenue [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | 36 | 16 |
International [Member] | License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Product Revenue | $ 10 | $ 9 |
Concentration of Credit Risk _3
Concentration of Credit Risk and Limited Suppliers (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk, percentage | 20% | 19% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | May 09, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Abstract] | |||
Aggregate principal amount | $ 25,548 | $ 25,548 | |
Subsequent Event [Member] | |||
Subsequent Event [Abstract] | |||
Aggregate principal amount | $ 1,200 | ||
Proceeds from private placement | $ 1,200 | ||
First Warrant [Member] | Subsequent Event [Member] | |||
Subsequent Event [Abstract] | |||
Warrants to purchase common stock (in shares) | 30.7 | ||
Warrant exercise price (in dollars per share) | $ 0.067 | ||
Second Warrant [Member] | Subsequent Event [Member] | |||
Subsequent Event [Abstract] | |||
Warrants to purchase common stock (in shares) | 30.7 | ||
Warrant exercise price (in dollars per share) | $ 0.04 |