Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 1,026,078,464 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 332 | $ 1,153 |
Restricted Cash | 850 | 0 |
Accounts receivable, net of allowance of $1,214 and $1,037, respectively | 2,818 | 4,029 |
Inventory | 900 | 868 |
Prepaid expenses and other current assets | 1,201 | 570 |
Total Current Assets | 6,101 | 6,620 |
Property, equipment and other, net | 1,050 | 856 |
Intangible assets, net | 4,786 | 5,137 |
Goodwill | 7,260 | 7,260 |
Total Non-current Assets | 13,096 | 13,253 |
Total Assets | 19,197 | 19,873 |
Current Liabilities: | ||
Senior secured debt, in default | 16,123 | 14,416 |
Bridge notes advance | 1,476 | 0 |
Accounts payable | 4,859 | 4,400 |
Accrued expenses | 6,351 | 8,512 |
Factoring liabilities | 1,213 | 2,130 |
Warrant liability | 14,410 | 1,416 |
Current portion of contract liabilities | 67 | 60 |
Other | 1,108 | 291 |
Total Current Liabilities | 79,277 | 60,187 |
Non-current Liabilities: | ||
Lease liabilities | 515 | 438 |
Contract liabilities | 215 | 230 |
Deferred tax liability | 28 | 28 |
Total Non-current Liabilities | 758 | 696 |
Total Liabilities | 80,035 | 60,883 |
Commitments and Contingencies (Footnote 13) | ||
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 June 30, 2023 and December 31, 2022 | 0 | 0 |
Common Stock, par value $0.001, 2,500,000,000 shares authorized; 561,637,651 and 548,737,651 issued and outstanding at June 30, 2023 December 31, 2022, respectively | 562 | 549 |
Additional paid-in capital | 153,264 | 152,750 |
Accumulated deficit | (214,584) | (194,242) |
Accumulated other comprehensive loss | (80) | (67) |
Total Stockholders' Deficit | (60,838) | (41,010) |
Total Liabilities and Stockholders' Deficit | 19,197 | 19,873 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Convertible promissory notes payable | 17,712 | 16,713 |
Accrued interest | 6,174 | 4,052 |
Related Party [Member] | ||
Current Liabilities: | ||
Convertible promissory notes payable | 8,346 | 7,409 |
Accrued interest | $ 1,438 | $ 788 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 1,214 | $ 1,037 |
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) | 561,637,651 | 548,737,651 |
Common stock, shares outstanding (in shares) | 561,637,651 | 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)/INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 4,675 | $ 3,882 | $ 8,450 | $ 7,077 |
Cost of Revenues | 1,202 | 1,096 | 2,464 | 1,986 |
Gross Margin | 3,473 | 2,786 | 5,986 | 5,091 |
Operating Expenses: | ||||
General and administrative | 1,238 | 3,781 | 3,997 | 5,986 |
Selling and marketing | 978 | 1,672 | 2,390 | 3,387 |
Research and development | 139 | 171 | 270 | 337 |
Depreciation and amortization | 187 | 210 | 376 | 386 |
Total Operating Expenses | 2,542 | 5,834 | 7,033 | 10,096 |
Operating Income/(Loss) | 931 | (3,048) | (1,047) | (5,005) |
Other Income (Expense): | ||||
Change in fair value of derivative liabilities | (3,821) | 7,861 | (10,618) | 11,343 |
Loss on issuance of debt | 0 | 0 | 0 | (3,434) |
Loss on extinguishment of debt | 0 | (211) | 0 | (211) |
Other income | 9 | 1 | 2 | |
Other expense | (18) | |||
Total Other (Expense)/Income | (8,193) | 4,692 | (19,295) | 1,548 |
Net (Loss)/Income before Income Taxes | (7,262) | 1,644 | (20,342) | (3,457) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net (Loss)/Income | (7,262) | 1,644 | (20,342) | (3,457) |
Other Comprehensive Loss | ||||
Foreign currency translation adjustments | (9) | 0 | (13) | 0 |
Total Comprehensive (Loss)/Income | $ (7,271) | $ 1,644 | $ (20,355) | $ (3,457) |
(Loss) income per Share: | ||||
(Loss) income per share, basic (in dollars per share) | $ (0.01) | $ 0 | $ (0.04) | $ (0.01) |
(Loss) income per share, diluted (in dollars per share) | $ (0.01) | $ 0 | $ (0.04) | $ (0.01) |
Weighted average shares outstanding | ||||
Weighted average shares outstanding, basic (in shares) | 582,328,811 | 538,560,051 | 579,178,811 | 532,589,825 |
Weighted average shares outstanding, diluted (in shares) | 582,328,811 | 871,984,091 | 579,178,811 | 532,589,825 |
Nonrelated Party [Member] | ||||
Other Income (Expense): | ||||
Interest expense | $ (3,706) | $ (2,903) | $ (7,218) | $ (6,040) |
Related Party [Member] | ||||
Other Income (Expense): | ||||
Interest expense | $ (675) | $ (56) | $ (1,441) | $ (112) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 482 | $ 144,582 | $ (183,949) | $ (73) | $ (38,958) |
Beginning balance (in shares) at Dec. 31, 2021 | 481,619,621 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cashless warrant exercise | $ 14 | 2,152 | 0 | 0 | 2,166 |
Cashless warrant exercise (in shares) | 14,000,000 | ||||
Warrant exercise | $ 1 | 99 | 0 | 0 | 100 |
Warrant exercise (in shares) | 909,091 | ||||
Shares issued in conjunction with Note Payable | $ 20 | 3,700 | 0 | 0 | 3,720 |
Shares issued in conjunction with Note Payable (in shares) | 20,666,993 | ||||
Shares issued for services | $ 12 | 876 | 0 | 0 | 888 |
Shares issued for services (in shares) | 12,097,500 | ||||
Net (loss) income | $ 0 | 0 | (3,457) | 0 | (3,457) |
Foreign currency translation adjustment | 0 | 0 | 0 | 6 | 6 |
Ending balance at Jun. 30, 2022 | $ 529 | 151,409 | (187,406) | (67) | (35,535) |
Ending balance (in shares) at Jun. 30, 2022 | 529,293,205 | ||||
Beginning balance at Mar. 31, 2022 | $ 517 | 150,533 | (189,050) | (67) | (38,067) |
Beginning balance (in shares) at Mar. 31, 2022 | 517,195,705 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for services | $ 12 | 876 | 0 | 0 | 888 |
Shares issued for services (in shares) | 12,097,500 | ||||
Net (loss) income | $ 0 | 0 | 1,644 | 0 | 1,644 |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 |
Ending balance at Jun. 30, 2022 | $ 529 | 151,409 | (187,406) | (67) | (35,535) |
Ending balance (in shares) at Jun. 30, 2022 | 529,293,205 | ||||
Beginning balance at Dec. 31, 2022 | $ 549 | 152,750 | (194,242) | (67) | (41,010) |
Beginning balance (in shares) at Dec. 31, 2022 | 548,737,651 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for services | $ 13 | 514 | 0 | 0 | 527 |
Shares issued for services (in shares) | 12,900,000 | ||||
Net (loss) income | $ 0 | 0 | (20,342) | 0 | (20,342) |
Foreign currency translation adjustment | 0 | 0 | 0 | (13) | (13) |
Ending balance at Jun. 30, 2023 | $ 562 | 153,264 | (214,584) | (80) | (60,838) |
Ending balance (in shares) at Jun. 30, 2023 | 561,637,651 | ||||
Beginning balance at Mar. 31, 2023 | $ 556 | 153,046 | (207,322) | (71) | (53,791) |
Beginning balance (in shares) at Mar. 31, 2023 | 555,637,651 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for services | $ 6 | 218 | 0 | 224 | |
Shares issued for services (in shares) | 6,000,000 | ||||
Net (loss) income | $ 0 | 0 | (7,262) | 0 | (7,262) |
Foreign currency translation adjustment | 0 | 0 | 0 | (9) | (9) |
Ending balance at Jun. 30, 2023 | $ 562 | $ 153,264 | $ (214,584) | $ (80) | $ (60,838) |
Ending balance (in shares) at Jun. 30, 2023 | 561,637,651 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows - Operating Activities: | ||
Net loss | $ (20,342) | $ (3,457) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Depreciation and amortization | 515 | 446 |
Bad debt expense | 313 | 52 |
Shares issued for services | 224 | 888 |
Change in fair value of derivative liabilities | 10,618 | (11,343) |
Loss on extinguishment of debt | 0 | 211 |
Loss on issuance of debt | 0 | 3,434 |
Amortization of debt issuance costs and original issue discount | 3,955 | 1,304 |
Accrued interest | 3,606 | 1,327 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | 898 | 733 |
Inventory | (31) | 115 |
Prepaid expenses and other assets | (336) | (27) |
Accounts payable | 718 | (486) |
Accrued expenses | (1,337) | 1,710 |
Contract liabilities | (16) | (108) |
Net Cash Used in Operating Activities | (1,215) | (5,201) |
Cash Flows - Investing Activities | ||
Proceeds from sale of property and equipment | 0 | 948 |
Purchase of property and equipment | (169) | 0 |
Net Cash Flows (Used in)/Provided by Investing Activities | (169) | 948 |
Cash Flows - Financing Activities | ||
Proceeds from senior promissory notes | 0 | 2,940 |
Proceeds from convertible promissory notes payable | 1,202 | 0 |
Proceeds from bridge notes advance | 1,476 | 2,130 |
Payments to factoring agent, net | (1,167) | 55 |
Proceeds from warrant exercises | 0 | 100 |
Payments of principal on finance leases | (85) | (121) |
Net Cash Flows Provided by Financing Activities | 1,426 | 5,104 |
Effect of Exchange Rates on Cash | (13) | 14 |
Net Change in Cash and Restricted Cash During Period | 29 | 865 |
Cash and Restricted Cash at Beginning of Period | 1,153 | 619 |
Cash and Restricted Cash at End of Period | 1,182 | 1,484 |
Supplemental Information: | ||
Cash paid for interest | 908 | 2,045 |
Non-cash Investing and Financing Activities: | ||
Warrants issued in conjunction with senior secured promissory note payable and convertible promissory notes payable | 570 | 2,654 |
Common shares issued for advisory shares | 302 | 0 |
Embedded conversion feature on convertible promissory notes payable | 157 | 0 |
Reclassification of warrant liability due to cashless warrant exercise | 0 | 2,167 |
Common shares issued in conjunction with senior secured promissory note payable | $ 0 | $ 3,720 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 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 June 30, 2023, and for the three and six months ended June 30, 2023, and 2022 is unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. Operating results for the three and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 p rinciple of Accounting Standards Codification (“ASC”) requires that an entity recognize revenu 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 embedde 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 condensed consolidated financial statements. |
Loss_Income per Share
Loss/Income per Share | 6 Months Ended |
Jun. 30, 2023 | |
Loss/Income per Share [Abstract] | |
Loss/Income per Share | 4. Loss/Income per Share Diluted net (loss)/income per share is calculated by dividing the net (loss)/income attributable to common stockholders by the weighted average number of shares outstanding for the three and six months ended June 30, 2023, and 2022. The weighted average number of shares outstanding includes outstanding common stock and shares issuable for nominal consideration. Accordingly, warrants issued with a $0.01 per share exercise price, are included in weighted average shares outstanding as follows: Three Months Ended Six Months Ended (in Thousands) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Weighted average shares outstanding Common shares 560,638 518,074 557,488 508,399 Common shares issuable assuming exercise of nominally priced warrants 21,691 20,486 21,691 24,191 Weighted average shares outstanding 582,329 538,560 579,179 532,590 Diluted net income/ (loss) per share is computed by dividing the net income/ (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 and six months ended June 30, 2023, and six months ended June 30, 2022, all potentially dilutive shares in such periods were anti-dilutive and therefore excluded from the computation of diluted net loss per share. As a result of the net income for the three months ended June 30, 2022, all dilutive shares were included in the computation of diluted net income per share. Anti-dilutive equity securities consisted of the following for the six months ended June 30, 2023, and 2022, respectively: Six Months Ended (in Thousands) June 30, 2023 June 30, 2022 Common stock options 19,136 22,046 Common stock purchase warrants 1,247,911 189,157 Convertible notes payable 677,050 122,271 1,944,097 333,474 |
Cash and Restricted Cash
Cash and Restricted Cash | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Restricted Cash [Abstract] | |
Cash and Restricted Cash | 5. Cash and Restricted Cash The Company’s restricted cash consists of funds received from the Bridge Notes Advance disclosed in Note 9. In July 2023 this advanced funding was rolled in into Asset-Backed Secured Promissory Notes, see Note 14. The following table provides a reconciliation of cash and restricted cash to the balance reflected on the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023: June 30, 2023 (in Thousands) Cash $ 332 Restricted Cash 850 Total Cash and Restricted Cash $ 1,182 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consist of the following: (in Thousands) June 30, 2023 December 31, 2022 Registration penalties $ 1,583 $ 1,583 License fees 892 892 Director and professional fees 877 586 Employee compensation 2,665 4,585 Other 334 866 $ 6,351 $ 8,512 |
Senior Secured Debt, In Default
Senior Secured Debt, In Default | 6 Months Ended |
Jun. 30, 2023 | |
Senior Secured Debt, In Default [Abstract] | |
Senior Secured Debt, In Default | 7. Senior Secured Debt, In Default The following table summarizes outstanding senior secured debt, in default: June 30, 2023 December 31, 2022 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 20,346 $ (4,223 ) $ 16,123 $ 2,676 $ 19,211 $ (4,795 ) $ 14,416 $ 1,890 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 for 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%. 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 June 30, 2023, the Company is in default on the minimum liquidity provisions in the Senior Secured Note and, as a result, it is classified in current liabilities in the accompanying condensed consolidated balance sheets. The Company is accruing interest at the default interest rate of an incremental 5%. In June 2023, the Company entered into a Fourth Amendment to the NWPSA, which provides the Company an extension of the holder forbearing from exercising the remedies arising from the existing defaults to the earlier of the occurrence of an event of default and December 31, 2023. The amendment also added a consent fee of 2% of the original principal amount of the NWSPA, payable in cash at maturity, and defers interest that would otherwise have been due on June 30, 2023, and September 30, 2023. The interest will instead be compounded and added to the principal amount of the notes and bear interest at a rate of 20.25% per annum. The amendment also requires the Company to complete an equity financing that results in gross cash proceeds of at least $2.5 million by July 15, 2023. This financing successfully closed after June 30, 2023, as further described in Note 14. 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. Interest expense for the three and six months ended June 30, 2023, totaled $1.7 and $3.3 million, respectively. Interest expense for the three and six months ended June 30, 2022, totaled $0.7 and $1.4 million, respectively. |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Promissory Notes Payable [Abstract] | |
Convertible Promissory Notes Payable | 8. Convertible Promissory Notes Payable The following two tables summarize outstanding notes payable as of June 30, 2023, and December 31, 2022: As of June 30, 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 14,193 (991 ) 510 13,712 2022 convertible notes payable, related parties $ 0.04 7,210 (420 ) 183 6,973 Total Convertible Promissory Notes Payable $ 26,776 $ (1,411 ) $ 693 $ 26,058 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, November 2022, and May 2023, 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 approximately $16.2 million in August and approximately approximately $1.2 million in May 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 Pursuant to the Notes issued in August 2022 and November 2022, the Company agreed to reduce its outstanding shares via a reverse stock split to provide the number of authorized and unissued shares of common stock sufficient to permit the conversion of these Notes on or before December 31, 2022. However, the Company obtained a waiver of this requirement through December 31, 2023, from all holders of the August 2022 and November 2022 Notes and amended its Articles of Incorporation to increase its number of authorized shares of common stock from 800,000,000 to 2,500,000,000. |
Bridge Notes Advance
Bridge Notes Advance | 6 Months Ended |
Jun. 30, 2023 | |
Bridge Notes Advance [Abstract] | |
Bridge Notes Advance | 9. Bridge Notes Advance As of June 30, 2023, the Company had received $1.5 million in cash proceeds, as Bridge Notes Advances. The Company received $0.6 million from related parties to fund operations. Funds received from non-related parties were held in Restricted Cash totaling $0.9 million as disclosed in Note 5. The Company was required to raise a total of $2.5 million by July 15, 2023, as required by the conditions for the Fourth Amendment to the NWPSA. Upon meeting the required minimum, the $1.5 million Bridge Notes Advance received as of June 30, 2023 was converted into the Asset-Backed Secured Promissory Notes with a principal balance totaling $2.2 million, described in Note 14 upon the closing of the financing transaction in July 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements 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 June 30, 2023 Fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (in thousands) June 30, 2023 (Level 1) (Level 2) (Level 3) Warrant liability $ 14,410 $ - $ - $ 14,410 Embedded conversion option 693 - - 693 Total fair value $ 15,103 $ - $ - $ 15,103 Fair value measured at December 31, 2022 Fair value at Quoted prices in active markets Significant other observable inputs Significant 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 and six months ended June 30, 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. June 30, Initial Valuation December 31, 2023 May 2023 2022 Weighted average remaining life in years 4.22 5.00 4.68 Weighted average volatility 103 % 84 % 92 % Value of underlying shares $ 0.022 $ 0.019 $ 0.005 Weighted average risk free interest rate 4.0 % 3.5 % 4.0 % Expected dividend yield 0.00 % 0.00 % 0.00 % A summary of the warrant liability activity for the six months ended June 30, 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 Issuance 61,389 0.01 570 Loss on remeasurement of warrant liability - 12,424 Balance at June 30, 2023 1,128,246 $ 0.01 $ 14,410 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: June 30, 2023 Initial valuation May 2023 December 31, 2022 Conversion Price (1) $ 0.04 $ 0.04 $ 0.04 Value of underlying shares $ 0.022 $ 0.019 $ 0.005 Interest Rate (annual) (2) 5.28 % 4.70 % 4.64 % Volatility (annual) (3) 141.3 % 114.1 % 503.0 % Time to Maturity (Years) 0.39 1.00 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 Initial value of new issuance 157 Change in fair value (1,804 ) Balance June 30, 2023 $ 693 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue [Abstract] | |
Revenue | 11. Revenue The disaggregation of revenue is based on type and geographical region. The following table presents revenue from contracts with customers: Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 United States International Total United States International Total Consumables and parts revenue $ 2,913 $ 18 $ 2,931 $ 2,629 $ 34 $ 2,663 System revenue 1,323 79 1,402 862 - 862 License fees and other 75 5 80 8 5 13 Product Revenue $ 4,311 $ 102 $ 4,413 $ 3,499 $ 39 $ 3,538 Rental Income 262 - 262 344 - 344 Total Revenue $ 4,573 $ 102 $ 4,675 $ 3,843 $ 39 $ 3,882 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 United States International Total United States International Total Consumables and parts revenue $ 5,487 $ 50 $ 5,537 $ 4,824 $ 30 $ 4,854 System revenue 2,157 115 2,272 1,491 16 1,507 License fees and other 81 15 96 14 14 28 Product Revenue $ 7,725 $ 180 $ 7,905 $ 6,329 $ 60 $ 6,389 Rental Income 545 - 545 688 - 688 Total Revenue $ 8,270 $ 180 $ 8,450 $ 7,017 $ 60 $ 7,077 |
Concentration of Credit Risk an
Concentration of Credit Risk and Limited Suppliers | 6 Months Ended |
Jun. 30, 2023 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | 12. 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 the Company’s production. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the three and six months ended June 30, 2023, and 2022 were as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Purchases: Vendor A 13 % 17 % 17 % 18 % Vendor B 16 % n/a 11 % n/a |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 13. 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 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 on 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Asset Backed Secured Promissory Notes In July 2023, the Company issued Asset-Backed Secured Promissory Notes (the “ABL Notes”) in an aggregate principal amount of $4.6 million to certain accredited investors (the “Purchasers”) at an original issue discount of 33.33%. The notes bear an interest rate of 0% per annum and mature on January 21, 2024 (the “Maturity Date”). The Company received total proceeds of approximately $3.0 million. As of June 30, 2023, the Company received $1.5 million in cash proceeds, of which $0.6 million was from related parties. The Company entered into a Security Agreement providing for a continuing and unconditional security interest in any and all property of the Company. This security interest is subordinate to the Senior Secured Debt described in Note 7. The Company and the Purchasers also entered into a side letter pursuant to which the parties agreed that upon the Maturity Date, or upon a fundamental transaction as defined by the ABL Notes, the Company will issue each Purchaser (i) a Future Advance Convertible Promissory Note (the “Future Advance Convertible Promissory Note”) with the same principal amount as the principal amount of such Purchasers’ ABL Note, plus any accrued and unpaid interest and two Common Stock Purchase Warrants (the “Warrants”), with consistent terms as the convertible notes disclosed in Note 8. Settlement of August Issued 2022 Convertible Promissory Notes In August 2023, the Company utilized their election to convert the August issued 2022 Convertible Notes Payable into shares of common stock upon the notes’ maturity. The $16.2 million in principal and $2.4 million in interest were converted to 464,440,813 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 p rinciple of Accounting Standards Codification (“ASC”) requires that an entity recognize revenu 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 embedde |
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 condensed consolidated financial statements. |
Loss_Income per Share (Tables)
Loss/Income per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Loss/Income 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 Six Months Ended (in Thousands) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Weighted average shares outstanding Common shares 560,638 518,074 557,488 508,399 Common shares issuable assuming exercise of nominally priced warrants 21,691 20,486 21,691 24,191 Weighted average shares outstanding 582,329 538,560 579,179 532,590 |
Anti-dilutive Equity Securities | Anti-dilutive equity securities consisted of the following for the six months ended June 30, 2023, and 2022, respectively: Six Months Ended (in Thousands) June 30, 2023 June 30, 2022 Common stock options 19,136 22,046 Common stock purchase warrants 1,247,911 189,157 Convertible notes payable 677,050 122,271 1,944,097 333,474 |
Cash and Restricted Cash (Table
Cash and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Restricted Cash [Abstract] | |
Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and restricted cash to the balance reflected on the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023: June 30, 2023 (in Thousands) Cash $ 332 Restricted Cash 850 Total Cash and Restricted Cash $ 1,182 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following: (in Thousands) June 30, 2023 December 31, 2022 Registration penalties $ 1,583 $ 1,583 License fees 892 892 Director and professional fees 877 586 Employee compensation 2,665 4,585 Other 334 866 $ 6,351 $ 8,512 |
Senior Secured Debt, in Defau_2
Senior Secured Debt, in Default (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Senior Secured Debt, In Default [Abstract] | |
Outstanding Secured Debt | The following table summarizes outstanding senior secured debt, in default: June 30, 2023 December 31, 2022 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 20,346 $ (4,223 ) $ 16,123 $ 2,676 $ 19,211 $ (4,795 ) $ 14,416 $ 1,890 |
Convertible Promissory Notes _2
Convertible Promissory Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Promissory Notes Payable [Abstract] | |
Outstanding Notes Payable | The following two tables summarize outstanding notes payable as of June 30, 2023, and December 31, 2022: As of June 30, 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 14,193 (991 ) 510 13,712 2022 convertible notes payable, related parties $ 0.04 7,210 (420 ) 183 6,973 Total Convertible Promissory Notes Payable $ 26,776 $ (1,411 ) $ 693 $ 26,058 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) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 Fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (in thousands) June 30, 2023 (Level 1) (Level 2) (Level 3) Warrant liability $ 14,410 $ - $ - $ 14,410 Embedded conversion option 693 - - 693 Total fair value $ 15,103 $ - $ - $ 15,103 Fair value measured at December 31, 2022 Fair value at Quoted prices in active markets Significant other observable inputs Significant 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. June 30, Initial Valuation December 31, 2023 May 2023 2022 Weighted average remaining life in years 4.22 5.00 4.68 Weighted average volatility 103 % 84 % 92 % Value of underlying shares $ 0.022 $ 0.019 $ 0.005 Weighted average risk free interest rate 4.0 % 3.5 % 4.0 % Expected dividend yield 0.00 % 0.00 % 0.00 % A summary of the warrant liability activity for the six months ended June 30, 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 Issuance 61,389 0.01 570 Loss on remeasurement of warrant liability - 12,424 Balance at June 30, 2023 1,128,246 $ 0.01 $ 14,410 |
Fair Value of Conversion Option Liabilities Using Black-Scholes Model | The fair value of conversion option liability assumptions for the periods ended below: June 30, 2023 Initial valuation May 2023 December 31, 2022 Conversion Price (1) $ 0.04 $ 0.04 $ 0.04 Value of underlying shares $ 0.022 $ 0.019 $ 0.005 Interest Rate (annual) (2) 5.28 % 4.70 % 4.64 % Volatility (annual) (3) 141.3 % 114.1 % 503.0 % Time to Maturity (Years) 0.39 1.00 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 Initial value of new issuance 157 Change in fair value (1,804 ) Balance June 30, 2023 $ 693 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 Three Months Ended June 30, 2022 United States International Total United States International Total Consumables and parts revenue $ 2,913 $ 18 $ 2,931 $ 2,629 $ 34 $ 2,663 System revenue 1,323 79 1,402 862 - 862 License fees and other 75 5 80 8 5 13 Product Revenue $ 4,311 $ 102 $ 4,413 $ 3,499 $ 39 $ 3,538 Rental Income 262 - 262 344 - 344 Total Revenue $ 4,573 $ 102 $ 4,675 $ 3,843 $ 39 $ 3,882 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 United States International Total United States International Total Consumables and parts revenue $ 5,487 $ 50 $ 5,537 $ 4,824 $ 30 $ 4,854 System revenue 2,157 115 2,272 1,491 16 1,507 License fees and other 81 15 96 14 14 28 Product Revenue $ 7,725 $ 180 $ 7,905 $ 6,329 $ 60 $ 6,389 Rental Income 545 - 545 688 - 688 Total Revenue $ 8,270 $ 180 $ 8,450 $ 7,017 $ 60 $ 7,077 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Limited Suppliers (Tables) | 6 Months Ended |
Jun. 30, 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 the Company’s production. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the three and six months ended June 30, 2023, and 2022 were as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Purchases: Vendor A 13 % 17 % 17 % 18 % Vendor B 16 % n/a 11 % n/a |
Loss_Income per Share, Weighted
Loss/Income per Share, Weighted Average Shares Outstanding (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Loss/Income per Share [Abstract] | ||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||
Weighted Average Shares Outstanding [Abstract] | ||||
Weighted average shares outstanding (in shares) | 582,328,811 | 538,560,051 | 579,178,811 | 532,589,825 |
Common Shares [Member] | ||||
Weighted Average Shares Outstanding [Abstract] | ||||
Weighted average shares outstanding (in shares) | 560,638,000 | 518,074,000 | 557,488,000 | 508,399,000 |
Common Shares Issuable Assuming Exercise of Nominally Priced Warrants [Member] | ||||
Weighted Average Shares Outstanding [Abstract] | ||||
Weighted average shares outstanding (in shares) | 21,691,000 | 20,486,000 | 21,691,000 | 24,191,000 |
Loss_Income per Share, Anti Dil
Loss/Income per Share, Anti Dilutive Equity Securities (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 1,944,097 | 333,474 |
Common Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 19,136 | 22,046 |
Common Stock Purchase Warrants [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 1,247,911 | 189,157 |
Convertible Notes Payable [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 677,050 | 122,271 |
Cash and Restricted Cash (Detai
Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Restricted Cash [Abstract] | ||||
Cash | $ 332 | $ 1,153 | ||
Restricted Cash | 850 | 0 | ||
Total cash and restricted cash | $ 1,182 | $ 1,153 | $ 1,484 | $ 619 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Expense [Abstract] | ||
Registration penalties | $ 1,583 | $ 1,583 |
License fees | 892 | 892 |
Director and professional fees | 877 | 586 |
Employee compensation | 2,665 | 4,585 |
Other | 334 | 866 |
Total accrued expenses | $ 6,351 | $ 8,512 |
Senior Secured Debt, in Defau_3
Senior Secured Debt, in Default, Outstanding Secured Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2020 |
Senior Secured Debt [Abstract] | |||
Principal amount | $ 26,776 | $ 25,548 | |
Debt discount | (1,411) | (3,766) | |
Carrying value | 16,123 | 14,416 | |
Senior Secured Debt [Member] | |||
Senior Secured Debt [Abstract] | |||
Principal amount | 20,346 | 19,211 | $ 15,000 |
Debt discount | (4,223) | (4,795) | |
Carrying value | 16,123 | 14,416 | |
Accrued interest | $ 2,676 | $ 1,890 |
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 | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jul. 15, 2023 | Feb. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Aug. 31, 2020 | |
Notes Payable [Abstract] | |||||||||
Principal amount | $ 26,776 | $ 26,776 | $ 26,776 | $ 25,548 | |||||
Senior Secured Promissory Notes Payable [Member] | |||||||||
Notes Payable [Abstract] | |||||||||
Principal amount | $ 20,346 | $ 20,346 | $ 20,346 | $ 19,211 | $ 15,000 | ||||
Interest rate | 9% | 9% | 9% | ||||||
PIK interest | 3% | ||||||||
Additional default accrued interest rate | 5% | 5% | 5% | ||||||
Percentage of consent fee | 2% | ||||||||
Interest rate | 20.25% | ||||||||
Interest expense | $ 1,700 | $ 700 | $ 3,300 | $ 1,400 | |||||
Senior Secured Promissory Notes Payable [Member] | Subsequent Event [Member] | |||||||||
Notes Payable [Abstract] | |||||||||
Gross cash proceeds | $ 2,500 | ||||||||
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 | $ 18,000 | $ 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Notes Payable [Abstract] | ||
Principal amount | $ 26,776 | $ 25,548 |
Remaining debt discount | (1,411) | (3,766) |
Remaining embedded conversion option | 693 | 2,340 |
Carrying value | $ 26,058 | $ 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 | $ 14,193 | $ 13,660 |
Remaining debt discount | (991) | (2,532) |
Remaining embedded conversion option | 510 | 1,585 |
Carrying value | $ 13,712 | $ 12,713 |
2022 Convertible Notes Payable Related Parties [Member] | ||
Notes Payable [Abstract] | ||
Conversion price (in dollars per share) | $ 0.04 | $ 0.04 |
Principal amount | $ 7,210 | $ 6,515 |
Remaining debt discount | (420) | (1,234) |
Remaining embedded conversion option | 183 | 755 |
Carrying value | $ 6,973 | $ 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 | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Aug. 31, 2022 | |
Convertible Promissory Notes [Abstract] | ||||||
Aggregate principal amount | $ 26,776 | $ 26,776 | $ 25,548 | |||
Common stock, shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | |||
Minimum [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 | ||||
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Aggregate principal amount | $ 1,200 | $ 4,000 | $ 16,200 | |||
Interest rate | 15% | 15% | ||||
Conversion price (in dollars per share) | $ 0.04 | $ 0.04 | ||||
Number of trading days | 5 days | |||||
Interest expense | $ 2,400 | $ 4,600 | ||||
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | Maximum [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Conversion price (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Share price (in dollars per share) | $ 0.04 | $ 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) | 535,100,000 | 535,100,000 | ||||
Warrant exercise price (in dollars per share) | $ 0.067 | $ 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) | 535,100,000 | 535,100,000 | ||||
Warrant exercise price (in dollars per share) | $ 0.04 | $ 0.04 |
Bridge Notes Advance (Details)
Bridge Notes Advance (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Jul. 15, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2020 | |
Bridge Notes Advance [Abstract] | ||||||
Cash proceeds | $ 1,476 | $ 2,130 | ||||
Aggregate principal amount | 26,776 | $ 25,548 | ||||
ABL Notes [Member] | ||||||
Bridge Notes Advance [Abstract] | ||||||
Cash proceeds | 1,500 | |||||
Subsequent Event [Member] | ABL Notes [Member] | ||||||
Bridge Notes Advance [Abstract] | ||||||
Aggregate principal amount | $ 2,200 | $ 4,600 | ||||
Bridge Notes Advance [Member] | ||||||
Bridge Notes Advance [Abstract] | ||||||
Cash proceeds | 1,500 | |||||
Senior Secured Promissory Notes Payable [Member] | ||||||
Bridge Notes Advance [Abstract] | ||||||
Aggregate principal amount | 20,346 | $ 19,211 | $ 15,000 | |||
Senior Secured Promissory Notes Payable [Member] | Subsequent Event [Member] | ||||||
Bridge Notes Advance [Abstract] | ||||||
Gross cash proceeds | $ 2,500 | |||||
Related Party [Member] | Bridge Notes Advance [Member] | ||||||
Bridge Notes Advance [Abstract] | ||||||
Cash proceeds | 600 | |||||
Nonrelated Party [Member] | Bridge Notes Advance [Member] | ||||||
Bridge Notes Advance [Abstract] | ||||||
Cash proceeds | $ 900 |
Fair Value Measurements, Liabil
Fair Value Measurements, Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net [Abstract] | |||||
Transfer to level 3 | $ 0 | $ 0 | $ 0 | $ 0 | |
Transfer from level 3 | 0 | $ 0 | 0 | $ 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Embedded Conversion Option [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 693 | 693 | $ 2,340 | ||
Recurring [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 15,103 | 15,103 | 3,756 | ||
Recurring [Member] | Warrant Liability [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 14,410 | 14,410 | 1,416 | ||
Recurring [Member] | Embedded Conversion Option [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 693 | 693 | 2,340 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 0 | 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 | 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 | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 0 | 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 | 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 | 0 | ||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 15,103 | 15,103 | 3,756 | ||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 14,410 | 14,410 | 1,416 | ||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Embedded Conversion Option [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | $ 693 | $ 693 | $ 2,340 |
Fair Value Measurements, Warran
Fair Value Measurements, Warrants Fair Value, Warrant Liability (Details) - Warrant Liability [Member] $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 USD ($) $ / shares shares | May 31, 2023 $ / 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 2 months 19 days | 5 years | 4 years 8 months 4 days |
Measurement Input, Weighted Average Volatility (annual) [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 1.03 | 0.84 | 0.92 |
Measurement Input, Value of Underlying Shares [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | $ / shares | 0.022 | 0.019 | 0.005 |
Measurement Input, Weighted Average Risk Free Interest Rate [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0.04 | 0.035 | 0.04 |
Measurement Input, Expected Dividend Yield [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0 | 0 | 0 |
Level 3 [Member] | |||
Warrant Outstanding and Fair Value [Abstract] | |||
Warrants outstanding (in shares) | shares | 1,128,246 | 1,066,857 | |
Issuance (in shares) | shares | 61,389 | ||
Loss on remeasurement of warrant liability (in shares) | shares | 0 | ||
Fair value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.06 | |
Issuance (in dollars per share) | $ / shares | $ 0.01 | ||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ | $ 14,410 | $ 1,416 | |
Issuance | $ | 570 | ||
Loss on remeasurement of warrant liability | $ | $ 12,424 |
Fair Value Measurements, Embedd
Fair Value Measurements, Embedded Conversion Option Liability (Details) - Level 3 [Member] - Embedded Conversion Option [Member] $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
May 31, 2023 $ / shares | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | ||
Fair Value, Embedded Conversion Option Liability [Abstract] | ||||
Beginning balance | $ 2,340 | |||
Initial value of new issuance | 157 | |||
Change in fair value | (1,804) | |||
Ending balance | $ 693 | $ 2,340 | ||
Measurement Input, Conversion Price [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Conversion Price (in dollars per share) | $ / shares | [1] | $ 0.04 | $ 0.04 | $ 0.04 |
Measurement Input, Value of Underlying Shares [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Measurement input | $ / shares | 0.019 | 0.022 | 0.005 | |
Measurement Input, Interest Rate (annual) [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Measurement input | [2] | 0.047 | 0.0528 | 0.0464 |
Measurement Input, Volatility (annual) [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Measurement input | [3] | 1.141 | 1.413 | 5.03 |
Measurement Input, Time to Maturity (Years) [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Time to Maturity (Years) | 1 year | 4 months 20 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | $ 4,413 | $ 3,538 | $ 7,905 | $ 6,389 |
Rental Income | 262 | 344 | 545 | 688 |
Total Revenue | 4,675 | 3,882 | 8,450 | 7,077 |
Consumables and Parts Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 2,931 | 2,663 | 5,537 | 4,854 |
System Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 1,402 | 862 | 2,272 | 1,507 |
License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 80 | 13 | 96 | 28 |
United States [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 4,311 | 3,499 | 7,725 | 6,329 |
Rental Income | 262 | 344 | 545 | 688 |
Total Revenue | 4,573 | 3,843 | 8,270 | 7,017 |
United States [Member] | Consumables and Parts Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 2,913 | 2,629 | 5,487 | 4,824 |
United States [Member] | System Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 1,323 | 862 | 2,157 | 1,491 |
United States [Member] | License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 75 | 8 | 81 | 14 |
International [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 102 | 39 | 180 | 60 |
Rental Income | 0 | 0 | 0 | 0 |
Total Revenue | 102 | 39 | 180 | 60 |
International [Member] | Consumables and Parts Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 18 | 34 | 50 | 30 |
International [Member] | System Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 79 | 0 | 115 | 16 |
International [Member] | License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | $ 5 | $ 5 | $ 15 | $ 14 |
Concentration of Credit Risk _3
Concentration of Credit Risk and Limited Suppliers (Details) - Purchases [Member] - Supplier Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Vendor A [Member] | ||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||||
Concentration risk, percentage | 13% | 17% | 17% | 18% |
Vendor B [Member] | ||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||||
Concentration risk, percentage | 16% | 11% |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Aug. 10, 2023 USD ($) shares | Jul. 31, 2023 USD ($) Warrant | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) shares | Jul. 15, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Event [Abstract] | ||||||
Aggregate principal amount | $ 26,776 | $ 25,548 | ||||
Cash proceeds | 1,476 | $ 2,130 | ||||
Common Stock [Member] | ||||||
Subsequent Event [Abstract] | ||||||
Issuance of common stock upon conversion of convertible notes (in shares) | shares | 20,666,993 | |||||
ABL Notes [Member] | ||||||
Subsequent Event [Abstract] | ||||||
Cash proceeds | 1,500 | |||||
Proceeds from related parties | $ 600 | |||||
Subsequent Event [Member] | ABL Notes [Member] | ||||||
Subsequent Event [Abstract] | ||||||
Aggregate principal amount | $ 4,600 | $ 2,200 | ||||
Percentage of original issue discount | 33.33% | |||||
Interest rate percentage | 0% | |||||
Maturity date | Jan. 21, 2024 | |||||
Total proceeds | $ 3,000 | |||||
Number of common stock purchase warrants | Warrant | 2 | |||||
Subsequent Event [Member] | August Issued 2022 Convertible Promissory Notes [Member] | ||||||
Subsequent Event [Abstract] | ||||||
Aggregate principal amount | $ 16,200 | |||||
Interest expense | $ 2,400 | |||||
Subsequent Event [Member] | August Issued 2022 Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||
Subsequent Event [Abstract] | ||||||
Issuance of common stock upon conversion of convertible notes (in shares) | shares | 464,440,813 |