Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 1,095 | $ 1,153 |
Accounts receivable, net of allowance of $1,247 and $1,037, respectively | 3,231 | 4,029 |
Inventory | 1,713 | 868 |
Prepaid expenses and other current assets | 1,355 | 570 |
Total Current Assets | 7,394 | 6,620 |
Property, equipment and other, net | 1,079 | 856 |
Intangible assets, net | 4,609 | 5,137 |
Goodwill | 7,260 | 7,260 |
Total Non-current Assets | 12,948 | 13,253 |
Total Assets | 20,342 | 19,873 |
Current Liabilities: | ||
Senior secured debt, in default | 17,645 | 14,416 |
Accounts payable | 4,623 | 4,400 |
Accrued expenses | 6,359 | 8,512 |
Factoring liabilities | 1,814 | 2,130 |
Warrant liability | 28,106 | 1,416 |
Current portion of contract liabilities | 68 | 60 |
Other | 1,003 | 291 |
Total Current Liabilities | 85,434 | 60,187 |
Non-current Liabilities: | ||
Lease liabilities | 550 | 438 |
Contract liabilities | 284 | 230 |
Deferred tax liability | 28 | 28 |
Total Non-current Liabilities | 862 | 696 |
Total Liabilities | 86,296 | 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 September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, par value $0.001, 2,500,000,000 shares authorized; 1,026,078,464 and 548,737,651 issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 1,026 | 549 |
Additional paid-in capital | 171,377 | 152,750 |
Accumulated deficit | (238,284) | (194,242) |
Accumulated other comprehensive loss | (73) | (67) |
Total Stockholders' Deficit | (65,954) | (41,010) |
Total Liabilities and Stockholders' Deficit | 20,342 | 19,873 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Convertible promissory notes payable | 7,553 | 16,713 |
Asset-backed secured promissory notes | 6,576 | 0 |
Accrued interest | 5,369 | 4,052 |
Related Party [Member] | ||
Current Liabilities: | ||
Convertible promissory notes payable | 2,495 | 7,409 |
Asset-backed secured promissory notes | 3,094 | 0 |
Accrued interest | $ 729 | $ 788 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 1,247 | $ 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) | 1,026,078,464 | 548,737,651 |
Common stock, shares outstanding (in shares) | 1,026,078,464 | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 4,953 | $ 4,166 | $ 13,404 | $ 11,242 |
Cost of Revenues | 1,412 | 1,157 | 3,876 | 3,141 |
Gross Margin | 3,541 | 3,009 | 9,528 | 8,101 |
Operating Expenses: | ||||
General and administrative | 2,681 | 3,498 | 6,678 | 9,484 |
Selling and marketing | 1,039 | 1,650 | 3,430 | 5,037 |
Research and development | 165 | 157 | 436 | 494 |
Depreciation and amortization | 187 | 189 | 563 | 575 |
Total Operating Expenses | 4,072 | 5,494 | 11,107 | 15,590 |
Operating Loss | (531) | (2,485) | (1,579) | (7,489) |
Other (Expense)/Income: | ||||
Change in fair value of derivative liabilities | (19,325) | 5,252 | (29,943) | 16,597 |
Loss on issuance of debt | 0 | 0 | 0 | (3,434) |
Loss on extinguishment of debt | 0 | (86) | 0 | (297) |
Other income | 1 | 1 | ||
Other expense | (16) | (1) | ||
Total Other (Expense)/Income | (23,169) | 1,346 | (42,463) | 2,893 |
Net Loss before Income Taxes | (23,700) | (1,139) | (44,042) | (4,596) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | (23,700) | (1,139) | (44,042) | (4,596) |
Other Comprehensive Loss | ||||
Foreign currency translation adjustments | 7 | 0 | (6) | 6 |
Total Comprehensive Loss | $ (23,693) | $ (1,139) | $ (44,048) | $ (4,590) |
Loss per Share: | ||||
Loss per Share, basic (in dollars per share) | $ (0.03) | $ 0 | $ (0.06) | $ (0.01) |
Loss per Share, diluted (in dollars per share) | $ (0.03) | $ 0 | $ (0.06) | $ (0.01) |
Weighted average shares outstanding | ||||
Weighted average shares outstanding, basic (in shares) | 892,956,020 | 561,069,625 | 683,771,214 | 542,484,779 |
Weighted average shares outstanding, diluted (in shares) | 892,956,020 | 561,069,625 | 683,771,214 | 542,484,779 |
Nonrelated Party [Member] | ||||
Other (Expense)/Income: | ||||
Interest expense | $ (2,907) | $ (3,382) | $ (10,125) | $ (9,421) |
Related Party [Member] | ||||
Other (Expense)/Income: | ||||
Interest expense | $ (938) | $ (439) | $ (2,379) | $ (551) |
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 settlement of debt and warrants | $ 20 | 1,341 | 0 | 0 | 1,361 |
Shares issued for settlement of debt and warrants (in shares) | 19,444,446 | ||||
Shares issued for services | $ 12 | 876 | 0 | 0 | 888 |
Shares issued for services (in shares) | 12,097,500 | ||||
Net loss | $ 0 | 0 | (4,596) | 0 | (4,596) |
Foreign currency translation adjustment | 0 | 0 | 0 | 6 | 6 |
Ending balance at Sep. 30, 2022 | $ 549 | 152,750 | (188,545) | (67) | (35,313) |
Ending balance (in shares) at Sep. 30, 2022 | 548,737,651 | ||||
Beginning balance at Jun. 30, 2022 | $ 529 | 151,409 | (187,406) | (67) | (35,535) |
Beginning balance (in shares) at Jun. 30, 2022 | 529,293,205 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for settlement of debt and warrants | $ 20 | 1,341 | 0 | 0 | 1,361 |
Shares issued for settlement of debt and warrants (in shares) | 19,444,446 | ||||
Net loss | $ 0 | 0 | (1,139) | 0 | (1,139) |
Ending balance at Sep. 30, 2022 | $ 549 | 152,750 | (188,545) | (67) | (35,313) |
Ending balance (in shares) at Sep. 30, 2022 | 548,737,651 | ||||
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 settlement of debt and warrants | $ 464 | 18,113 | 0 | 0 | 18,577 |
Shares issued for settlement of debt and warrants (in shares) | 464,440,813 | ||||
Shares issued for services | $ 13 | 514 | 0 | 0 | 527 |
Shares issued for services (in shares) | 12,900,000 | ||||
Net loss | $ 0 | 0 | (44,042) | 0 | (44,042) |
Foreign currency translation adjustment | 0 | 0 | 0 | (6) | (6) |
Ending balance at Sep. 30, 2023 | $ 1,026 | 171,377 | (238,284) | (73) | (65,954) |
Ending balance (in shares) at Sep. 30, 2023 | 1,026,078,464 | ||||
Beginning balance at Jun. 30, 2023 | $ 562 | 153,264 | (214,584) | (80) | (60,838) |
Beginning balance (in shares) at Jun. 30, 2023 | 561,637,651 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for settlement of debt and warrants | $ 464 | 18,113 | 0 | 0 | 18,577 |
Shares issued for settlement of debt and warrants (in shares) | 464,440,813 | ||||
Net loss | $ 0 | 0 | (23,700) | 0 | (23,700) |
Foreign currency translation adjustment | 0 | 0 | 0 | 7 | 7 |
Ending balance at Sep. 30, 2023 | $ 1,026 | $ 171,377 | $ (238,284) | $ (73) | $ (65,954) |
Ending balance (in shares) at Sep. 30, 2023 | 1,026,078,464 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows - Operating Activities: | ||
Net loss | $ (44,042) | $ (4,596) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Depreciation and amortization | 780 | 681 |
Bad debt expense | 547 | 62 |
Shares issued for services | 224 | 888 |
Change in fair value of derivative liabilities | 29,943 | (16,597) |
Loss on extinguishment of debt | 0 | 297 |
Loss on issuance of debt | 0 | 3,434 |
Amortization of debt issuance costs and original issue discount | 5,656 | 2,998 |
Accrued interest | 5,529 | 2,004 |
Gain on sale of property and equipment, net | 0 | 51 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | 253 | 69 |
Inventory | (844) | 178 |
Prepaid expenses and other assets | (487) | (656) |
Accounts payable | 464 | (1,693) |
Accrued expenses | (1,326) | (202) |
Contract liabilities | 50 | (94) |
Net Cash Used in Operating Activities | (3,253) | (13,176) |
Cash Flows - Investing Activities | ||
Proceeds from sale of property and equipment | 13 | 1,022 |
Purchase of property and equipment | (169) | 0 |
Net Cash Flows (Used in)/Provided by Investing Activities | (156) | 1,022 |
Cash Flows - Financing Activities | ||
Proceeds from senior promissory notes | 0 | 2,940 |
Proceeds from convertible promissory notes payable | 1,202 | 12,366 |
Proceeds from bridge notes payable | 2,994 | 640 |
Payments to factoring agent, net | (710) | (227) |
Proceeds from warrant exercises | 0 | 100 |
Payments of principal on finance leases | (130) | (174) |
Payments of principal on convertible promissory notes and SBA loans | 0 | (2,981) |
Net Cash Flows Provided by Financing Activities | 3,356 | 12,664 |
Effect of Exchange Rates on Cash | (5) | (17) |
Net Change in Cash During Period | (58) | 493 |
Cash at Beginning of Period | 1,153 | 619 |
Cash at End of Period | 1,095 | 1,112 |
Supplemental Information: | ||
Cash paid for interest | 984 | 3,345 |
Non-cash Investing and Financing Activities: | ||
Warrants issued in conjunction with senior secured promissory note payable and convertible promissory notes payable | 570 | 4,117 |
Conversion of convertible notes payable to common stock | 18,577 | 0 |
Common shares issued for advisory shares | 302 | 0 |
Embedded conversion feature on convertible promissory notes payable and bridge notes payable | (520) | 2,309 |
Reclassification of warrant liability due to cashless warrant exercise | 0 | 2,166 |
Working capital balances refinanced into convertible notes payable | 0 | 2,273 |
Settlement of debt and warrants with stock | 0 | 1,361 |
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 | 9 Months Ended |
Sep. 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 September 30, 2023, and for the three and nine months ended September 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 nine months ended September 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 | 9 Months Ended |
Sep. 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 , or early 2024 , , . 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 | 9 Months Ended |
Sep. 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 Deferred Offering Costs - Deferred stock offering costs represent amounts paid for legal, consulting, and other offering expenses directly attributable to the offering of securities in conjunction with the recapitalization under the Merger Agreement, as defined in Note 4 and further described in Note 4 and are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all the costs would be expensed. As of September 30, 2023, $732 thousand in Merger costs were deferred until the closing of the Merger. 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. |
Merger Agreement
Merger Agreement | 9 Months Ended |
Sep. 30, 2023 | |
Merger Agreement [Abstract] | |
Merger Agreement | 4. Merger Agreement On August 23, 2023, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement SEPA Merger Sub Merger Effective Time • Merger Sub will merge with and into the Company, with the Company being the surviving company following the merger. • Each issued and outstanding share of the Company’s common stock, will automatically be converted into Class A common stock of SEPA, par value $0.0001 per share (the “Class A Common Stock”), at the Conversion Ratio (as defined in the Merger Agreement); and • Outstanding convertible securities of the Company will be assumed by SEPA and will be converted into the right to receive Class A Common Stock of SEPA. If the Merger Agreement is consummated SEPA will acquire 100% of the Company’s issued and outstanding equity securities. The proposed merger will be accounted for as a “reverse recapitalization” in accordance with US GAAP. Under the reserve recapitalization model, the transaction will be treated as the Company issuing equity for the net assets of SEPA, with no goodwill or intangible assets recorded. Under this method of accounting, SEPA will be treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that following the merger, the Company’s stockholders are expected to have a majority voting power of the combined company, approximately 69 – 70%, the Company will comprise all of the ongoing operations of the combined company, Company representatives will comprise a majority of the governing body of the combined company, and the Company’s senior management will comprise all of the senior management of the combined company. As a result of the merger, SEAQP will be renamed Sanuwave Health, Inc. Merger Consideration - ’s “ ”) ’s Out-of-the-money options and out-of-the-money warrants will be assumed by SEPA and converted into options or warrants, respectively, exercisable for shares of Class A Common Stock based on the Conversion Ratio; however, such out-of-the-money options and warrants shall not be reserved for issuance from the Merger Consideration. Conditions to Closing - Closing Date In addition, unless waived by the Company, the obligations of the Company to consummate the business combination are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by SEPA of customary certificates and other Closing deliverables: (ii) SEPA having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the Closing Date; (iii) SEPA having delivered a fairness opinion of the Purchaser Financial Advisor (as defined in the Merger Agreement), in form and substance reasonably satisfactory to the Company; (iv) SEPA having, at the Closing, at least $12,000,000 in cash and cash equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions) and the proceeds of any PIPE Investment; and other customary conditions to Closing as defined in the Merger Agreement. |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Loss per Share [Abstract] | |
Loss per Share | 5. Loss per Share Diluted 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 and nine months ended September 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 Nine Months Ended (in Thousands) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Weighted average shares outstanding Common shares 871,265 540,584 662,080 519,127 Common shares issuable assuming exercise of nominally priced warrants 21,691 20,486 21,691 23,358 Weighted average shares outstanding 892,956 561,070 683,771 542,485 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 and nine months ended September 30, 2023, and nine months ended September 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 loss for the three months ended September 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 nine months ended September 30, 2023, and 2022, respectively: Nine Months Ended (in Thousands) September 30, 2023 September 30, 2022 Common stock options 19,136 21,246 Common stock purchase warrants 1,106,819 984,799 Convertible notes payable 224,509 483,588 1,350,464 1,489,633 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consist of the following: (in Thousands) September 30, 2023 December 31, 2022 Registration penalties $ 1,583 $ 1,583 License fees 892 892 Director and professional fees 1,177 586 Employee compensation 2,665 4,585 Other 42 866 $ 6,359 $ 8,512 |
Senior Secured Debt, In Default
Senior Secured Debt, In Default | 9 Months Ended |
Sep. 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: September 30, 2023 December 31, 2022 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 21,399 $ (3,754 ) $ 17,645 $ 2,636 $ 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 September 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 NWPSA, 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 on July 21, 2023, as further described in Note 9. 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 nine months ended September 30, 2023, totaled $1.8 and $5.1 million, respectively. Interest expense for the three and nine months ended September 30, 2022, totaled $1.4 and $3.7 million, respectively. |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 9 Months Ended |
Sep. 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 September 30, 2023, and December 31, 2022: As of September 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 3,940 (388 ) 1 3,553 2022 convertible notes payable, related parties $ 0.04 1,270 (148 ) - 1,122 Total Convertible Promissory Notes Payable $ 10,583 $ (536 ) $ 1 $ 10,048 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 Payable $ 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 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. In August 2023, the Company utilized its 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. |
Asset-Backed Secured Promissory
Asset-Backed Secured Promissory Notes | 9 Months Ended |
Sep. 30, 2023 | |
Asset-Backed Secured Promissory Notes [Abstract] | |
Asset-Backed Secured Promissory Notes | 9. Asset-Backed Secured Promissory Notes In July 2023, the Company issued Asset-Backed Secured Promissory Notes (the “ABS Promissory 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 ABS Promissory 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. 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. Interest expense for the three and nine months ended September 30, 2023, totaled $0.4 million. 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 ABS Promissory Notes, the Company will issue each Purchaser a Future Advance Convertible Promissory Note with the same principal amount as the principal amount of such Purchasers’ ABS Promissory Notes, plus any accrued and unpaid interest and two Common Stock Purchase Warrants, substantially in the forms of the Notes and Common Stock Purchase Warrants disclosed in Note 8. In evaluating the accounting for the ABS Promissory Notes and Side Letter (the “Side Letter”) , pursuant The redemption features under the Side Letter are considered embedded derivatives, including a right for contingent redemption upon an event of default, automatic redemption upon maturity of the ABS Promissory Notes, and redemption is triggered upon a fundamental transaction . As a result, the Company determined these features met the criteria of an embedded derivative. September 30, 2023 (In thousands) Principal Debt Discount Embedded Derivative Carrying Value ABS promissory notes 3,122 (379 ) 3,833 6,576 ABS promissory notes, related parties 1,462 (179 ) 1,811 3,094 Total ABS Promissory Notes 4,584 (558 ) 5,644 9,670 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 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 September 30, 2023 Fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (in thousands) September 30, 2023 (Level 1) (Level 2) (Level 3) Warrant liability $ 28,106 $ - $ - $ 28,106 Embedded conversion derivatives 5,645 - - 5,645 Total fair value $ 33,751 $ - $ - $ 33,751 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 derivatives 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 nine months ended September 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 The Company’s liability classified warrants as of September 30, 2023, were valued using a probability weighted expected value considering the Merger Agreement and the previous Black Scholes valuation model, with significant value stemming from the Merger Agreement. Significant inputs under the Merger Agreement valuation included the expected exchange ratio 0.0033, the value of SEPA’s Class A Common Stock, the expected timing of the closing of the Merger (estimated by December 31, 2023), and the probability of the Merger closing (85% probability). Significant inputs related to the Company’s liability classified warrants using the Black Scholes model, are listed below. Initial Valuation December 31, May 2023 2022 Weighted average remaining life in years 5.00 4.68 Weighted average volatility 84 % 92 % Value of underlying shares $ 0.019 $ 0.005 Weighted average risk free interest rate 3.5 % 4.0 % Expected dividend yield 0.00 % 0.00 % A summary of the warrant liability activity for the nine months ended September 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 - 26,120 Balance at September 30, 2023 1,128,246 $ 0.02 $ 28,106 Embedded Conversion 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 embedded derivative liability at issuance for the ABS Promissory Notes was estimated as the difference in fair value of the ABS Promissory Notes, including the conversion obligation under the Side Letter and the value of the ABS Promissory Notes in the absence of the conversion obligation. The value of the ABS Promissory Notes without the conversion obligation was estimated using a discounted cash flow analysis with an estimated market yield . The Company’s embedded conversion liability as of September 30, 2023, was valued using a probability weighted expected value considering the Merger Agreement and the previous Black Scholes model, with significant value being assigned to the Merger Agreement assumptions. Significant inputs included the expected exchange ratio (0.0033), value of SEPA class A common stock, expected timing of the closing of the merger (estimated by December 31, 2023), and probability of the merger transaction closing (85% probability). The fair value of conversion option liability assumptions under the Black Scholes model, are listed below. Initial Valuation May 2023 December 31, 2022 Conversion Price (1) $ 0.04 $ 0.04 Value of underlying shares $ 0.019 $ 0.005 Interest Rate (annual) (2) 4.70 % 4.64 % Volatility (annual) (3) 114.1 % 503.0 % Time to Maturity (Years) 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 the 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 the presented period ending date. A summary of the conversion liability activity is as follows: (in thousands) Conversion Liability Balance December 31, 2022 $ 2,340 Initial value of new issuance (519 ) Change in fair value 3,824 Balance September 30, 2023 $ 5,645 |
Revenue
Revenue | 9 Months Ended |
Sep. 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 September 30, 2023 Three Months Ended September 30, 2022 United States International Total United States International Total Consumables and parts revenue $ 3,133 $ 25 $ 3,158 $ 2,978 $ 34 $ 3,012 System revenue 1,607 18 1,625 902 - 902 License fees and other 38 - 38 - 5 5 Product Revenue $ 4,778 $ 43 $ 4,821 $ 3,880 $ 39 $ 3,919 Rental Income 132 - 132 247 - 247 Total Revenue $ 4,910 $ 43 $ 4,953 $ 4,127 $ 39 $ 4,166 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 United States International Total United States International Total Consumables and parts revenue $ 8,620 $ 76 $ 8,696 $ 7,836 $ 30 $ 7,866 System revenue 3,763 132 3,895 2,392 16 2,408 License fees and other 121 15 136 19 14 33 Product Revenue $ 12,504 $ 223 $ 12,727 $ 10,247 $ 60 $ 10,307 Rental Income 677 - 677 935 - 935 Total Revenue $ 13,181 $ 223 $ 13,404 $ 11,182 $ 60 $ 11,242 |
Concentration of Credit Risk an
Concentration of Credit Risk and Limited Suppliers | 9 Months Ended |
Sep. 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 Major customers are defined as customers whose accounts receivable, or sales individually consist of more than 10% of total trade receivables or total sales, respectively. The percentage of accounts receivable from major customers of the Company for the periods indicated were as follows: Accounts receivable: September 30, 2023 December 31, 2022 Customer A 10 % - 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 nine months ended September 30, 2023, and 2022 were as follows: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Purchases: Vendor A 22 % 18 % 19 % 18 % Vendor B 23 % n/a 16 % n/a Vendor C 20 % n/a 10 % n/a |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 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 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 |
Deferred Offering Costs | Deferred Offering Costs - Deferred stock offering costs represent amounts paid for legal, consulting, and other offering expenses directly attributable to the offering of securities in conjunction with the recapitalization under the Merger Agreement, as defined in Note 4 and further described in Note 4 and are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all the costs would be expensed. As of September 30, 2023, $732 thousand in Merger costs were deferred until the closing of the Merger. |
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 per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended (in Thousands) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Weighted average shares outstanding Common shares 871,265 540,584 662,080 519,127 Common shares issuable assuming exercise of nominally priced warrants 21,691 20,486 21,691 23,358 Weighted average shares outstanding 892,956 561,070 683,771 542,485 |
Anti-dilutive Equity Securities | Anti-dilutive equity securities consisted of the following for the nine months ended September 30, 2023, and 2022, respectively: Nine Months Ended (in Thousands) September 30, 2023 September 30, 2022 Common stock options 19,136 21,246 Common stock purchase warrants 1,106,819 984,799 Convertible notes payable 224,509 483,588 1,350,464 1,489,633 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following: (in Thousands) September 30, 2023 December 31, 2022 Registration penalties $ 1,583 $ 1,583 License fees 892 892 Director and professional fees 1,177 586 Employee compensation 2,665 4,585 Other 42 866 $ 6,359 $ 8,512 |
Senior Secured Debt, in Defau_2
Senior Secured Debt, in Default (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Senior Secured Debt, In Default [Abstract] | |
Outstanding Secured Debt | The following table summarizes outstanding senior secured debt, in default: September 30, 2023 December 31, 2022 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 21,399 $ (3,754 ) $ 17,645 $ 2,636 $ 19,211 $ (4,795 ) $ 14,416 $ 1,890 |
Convertible Promissory Notes _2
Convertible Promissory Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Promissory Notes Payable [Abstract] | |
Outstanding Notes Payable | The following two tables summarize outstanding notes payable as of September 30, 2023, and December 31, 2022: As of September 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 3,940 (388 ) 1 3,553 2022 convertible notes payable, related parties $ 0.04 1,270 (148 ) - 1,122 Total Convertible Promissory Notes Payable $ 10,583 $ (536 ) $ 1 $ 10,048 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 Payable $ 25,548 $ (3,766 ) $ 2,340 $ 24,122 |
Asset-Backed Secured Promisso_2
Asset-Backed Secured Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Asset-Backed Secured Promissory Notes [Abstract] | |
ABS Promissory Notes | The redemption features under the Side Letter are considered embedded derivatives, including a right for contingent redemption upon an event of default, automatic redemption upon maturity of the ABS Promissory Notes, and redemption is triggered upon a fundamental transaction . As a result, the Company determined these features met the criteria of an embedded derivative. September 30, 2023 (In thousands) Principal Debt Discount Embedded Derivative Carrying Value ABS promissory notes 3,122 (379 ) 3,833 6,576 ABS promissory notes, related parties 1,462 (179 ) 1,811 3,094 Total ABS Promissory Notes 4,584 (558 ) 5,644 9,670 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 Fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (in thousands) September 30, 2023 (Level 1) (Level 2) (Level 3) Warrant liability $ 28,106 $ - $ - $ 28,106 Embedded conversion derivatives 5,645 - - 5,645 Total fair value $ 33,751 $ - $ - $ 33,751 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 derivatives 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 using the Black Scholes model, are listed below. Initial Valuation December 31, May 2023 2022 Weighted average remaining life in years 5.00 4.68 Weighted average volatility 84 % 92 % Value of underlying shares $ 0.019 $ 0.005 Weighted average risk free interest rate 3.5 % 4.0 % Expected dividend yield 0.00 % 0.00 % A summary of the warrant liability activity for the nine months ended September 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 - 26,120 Balance at September 30, 2023 1,128,246 $ 0.02 $ 28,106 |
Fair Value of Conversion Option Liabilities Using Black-Scholes Model | The fair value of conversion option liability assumptions under the Black Scholes model, are listed below. Initial Valuation May 2023 December 31, 2022 Conversion Price (1) $ 0.04 $ 0.04 Value of underlying shares $ 0.019 $ 0.005 Interest Rate (annual) (2) 4.70 % 4.64 % Volatility (annual) (3) 114.1 % 503.0 % Time to Maturity (Years) 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 the 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 the presented period ending date. |
Summary of Conversion Liability Activity | A summary of the conversion liability activity is as follows: (in thousands) Conversion Liability Balance December 31, 2022 $ 2,340 Initial value of new issuance (519 ) Change in fair value 3,824 Balance September 30, 2023 $ 5,645 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 Three Months Ended September 30, 2022 United States International Total United States International Total Consumables and parts revenue $ 3,133 $ 25 $ 3,158 $ 2,978 $ 34 $ 3,012 System revenue 1,607 18 1,625 902 - 902 License fees and other 38 - 38 - 5 5 Product Revenue $ 4,778 $ 43 $ 4,821 $ 3,880 $ 39 $ 3,919 Rental Income 132 - 132 247 - 247 Total Revenue $ 4,910 $ 43 $ 4,953 $ 4,127 $ 39 $ 4,166 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 United States International Total United States International Total Consumables and parts revenue $ 8,620 $ 76 $ 8,696 $ 7,836 $ 30 $ 7,866 System revenue 3,763 132 3,895 2,392 16 2,408 License fees and other 121 15 136 19 14 33 Product Revenue $ 12,504 $ 223 $ 12,727 $ 10,247 $ 60 $ 10,307 Rental Income 677 - 677 935 - 935 Total Revenue $ 13,181 $ 223 $ 13,404 $ 11,182 $ 60 $ 11,242 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Limited Suppliers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | Major customers are defined as customers whose accounts receivable, or sales individually consist of more than 10% of total trade receivables or total sales, respectively. The percentage of accounts receivable from major customers of the Company for the periods indicated were as follows: Accounts receivable: September 30, 2023 December 31, 2022 Customer A 10 % - 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 nine months ended September 30, 2023, and 2022 were as follows: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Purchases: Vendor A 22 % 18 % 19 % 18 % Vendor B 23 % n/a 16 % n/a Vendor C 20 % n/a 10 % n/a |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Deferred Offering Costs [Abstract] | |
Deferred merger costs | $ 732 |
Merger Agreement (Details)
Merger Agreement (Details) - USD ($) | Aug. 23, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Merger Agreement [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Cash and cash equivalents | $ 1,095,000 | $ 1,153,000 | |
SEP Acquisition Corp. [Member] | |||
Merger Agreement [Abstract] | |||
Percentage of acquired equity | 100% | ||
SEP Acquisition Corp. [Member] | Minimum [Member] | |||
Merger Agreement [Abstract] | |||
Percentage of convertible notes | 80% | ||
Percentage of warrants outstanding | 80% | ||
Cash and cash equivalents | $ 12,000,000 | ||
Percentage of acquired equity | 69% | ||
SEP Acquisition Corp. [Member] | Maximum [Member] | |||
Merger Agreement [Abstract] | |||
Percentage of acquired equity | 70% | ||
Class A Common Stock [Member] | SEP Acquisition Corp. [Member] | |||
Merger Agreement [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Number of shares issued for business consideration (in shares) | 7,793,000 |
Loss per Share, Weighted Averag
Loss per Share, Weighted Average Shares Outstanding (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 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) | 892,956,020 | 561,069,625 | 683,771,214 | 542,484,779 |
Common Shares [Member] | ||||
Weighted Average Shares Outstanding [Abstract] | ||||
Weighted average shares outstanding (in shares) | 871,265,000 | 540,584,000 | 662,080,000 | 519,127,000 |
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 | 23,358,000 |
Loss per Share, Anti Dilutive E
Loss per Share, Anti Dilutive Equity Securities (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 1,350,464 | 1,489,633 |
Common Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 19,136 | 21,246 |
Common Stock Purchase Warrants [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 1,106,819 | 984,799 |
Convertible Notes Payable [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 224,509 | 483,588 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expense [Abstract] | ||
Registration penalties | $ 1,583 | $ 1,583 |
License fees | 892 | 892 |
Director and professional fees | 1,177 | 586 |
Employee compensation | 2,665 | 4,585 |
Other | 42 | 866 |
Total accrued expenses | $ 6,359 | $ 8,512 |
Senior Secured Debt, in Defau_3
Senior Secured Debt, in Default, Outstanding Secured Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2020 |
Senior Secured Debt [Abstract] | |||
Carrying value | $ 17,645 | $ 14,416 | |
Senior Secured Debt [Member] | |||
Senior Secured Debt [Abstract] | |||
Principal amount | 21,399 | 19,211 | $ 15,000 |
Debt discount | (3,754) | (4,795) | |
Carrying value | 17,645 | 14,416 | |
Accrued interest | $ 2,636 | $ 1,890 |
Senior Secured Debt, in Defau_4
Senior Secured Debt, in Default, Senior Secured Promissory Note Payable, in Default (Details) - Senior Secured Promissory Notes Payable [Member] - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 15, 2023 | Feb. 28, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 31, 2020 | |
Notes Payable [Abstract] | |||||||||
Principal amount | $ 21,399 | $ 21,399 | $ 19,211 | $ 15,000 | |||||
Interest rate | 9% | 9% | |||||||
PIK interest | 3% | ||||||||
Additional default accrued interest rate | 5% | 5% | |||||||
Percentage of consent fee | 2% | ||||||||
Interest rate | 20.25% | ||||||||
Gross cash proceeds | $ 2,500 | ||||||||
Interest expense | $ 1,800 | $ 1,400 | $ 5,100 | $ 3,700 | |||||
Prime Rate [Member] | |||||||||
Notes Payable [Abstract] | |||||||||
Basis spread | 3% | ||||||||
Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | |||||||||
Notes Payable [Abstract] | |||||||||
Principal amount | $ 3,000 | $ 18,000 | $ 18,000 | ||||||
Loss on issuance | $ 3,400 | ||||||||
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 | ||||||||
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 | Sep. 30, 2023 | Dec. 31, 2022 |
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 | $ 3,940 | $ 13,660 |
Remaining debt discount | (388) | (2,532) |
Remaining embedded conversion option | 1 | 1,585 |
Carrying value | $ 3,553 | $ 12,713 |
2022 Convertible Notes Payable Related Parties [Member] | ||
Notes Payable [Abstract] | ||
Conversion price (in dollars per share) | $ 0.04 | $ 0.04 |
Principal amount | $ 1,270 | $ 6,515 |
Remaining debt discount | (148) | (1,234) |
Remaining embedded conversion option | 0 | 755 |
Carrying value | 1,122 | 6,036 |
Total Convertible Notes Payable [Member] | ||
Notes Payable [Abstract] | ||
Principal amount | 10,583 | 25,548 |
Remaining debt discount | (536) | (3,766) |
Remaining embedded conversion option | 1 | 2,340 |
Carrying value | $ 10,048 | $ 24,122 |
Convertible Promissory Notes _4
Convertible Promissory Notes Payable, 2022 Convertible Notes Payable, Related Parties (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | May 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Aug. 31, 2022 | |
Convertible Promissory Notes [Abstract] | ||||||||
Common stock, shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | |||||
Common Stock [Member] | ||||||||
Convertible Promissory Notes [Abstract] | ||||||||
Issuance of common stock upon conversion of convertible notes (in shares) | 20,666,993 | |||||||
August Issued 2022 Convertible Promissory Notes [Member] | ||||||||
Convertible Promissory Notes [Abstract] | ||||||||
Aggregate principal amount | $ 16.2 | |||||||
Interest expense | $ 2.4 | |||||||
August Issued 2022 Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||
Convertible Promissory Notes [Abstract] | ||||||||
Issuance of common stock upon conversion of convertible notes (in shares) | 464,440,813 | |||||||
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 | $ 1.2 | $ 4 | $ 16.2 | |||||
Interest rate | 15% | 15% | ||||||
Conversion price (in dollars per share) | $ 0.04 | $ 0.04 | ||||||
Number of trading days | 5 days | |||||||
Interest expense | $ 1.3 | $ 6 | ||||||
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 |
Asset-Backed Secured Promisso_3
Asset-Backed Secured Promissory Notes, Summary (Details) - ABS Promissory Notes [Member] $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jul. 31, 2023 USD ($) Warrant | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Notes Payable [Abstract] | |||
Aggregate principal amount | $ 4,600 | $ 4,584 | $ 4,584 |
Percentage of original issue discount | 33.33% | ||
Interest rate percentage | 0% | ||
Maturity date | Jan. 21, 2024 | ||
Total proceeds | $ 3,000 | ||
Interest expense | $ 400 | $ 400 | |
Number of common stock purchase warrants | Warrant | 2 |
Asset-Backed Secured Promisso_4
Asset-Backed Secured Promissory Notes , ABS Promissory Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jul. 31, 2023 | Dec. 31, 2022 |
ABS Promissory Notes [Member] | |||
Notes Payable [Abstract] | |||
Principal amount | $ 4,584 | $ 4,600 | |
Debt discount | (558) | ||
Embedded derivative | 5,644 | ||
Carrying value | 9,670 | ||
Nonrelated Party [Member] | |||
Notes Payable [Abstract] | |||
Carrying value | 6,576 | $ 0 | |
Nonrelated Party [Member] | ABS Promissory Notes [Member] | |||
Notes Payable [Abstract] | |||
Principal amount | 3,122 | ||
Debt discount | (379) | ||
Embedded derivative | 3,833 | ||
Carrying value | 6,576 | ||
Related Party [Member] | |||
Notes Payable [Abstract] | |||
Carrying value | 3,094 | $ 0 | |
Related Party [Member] | ABS Promissory Notes [Member] | |||
Notes Payable [Abstract] | |||
Principal amount | 1,462 | ||
Debt discount | (179) | ||
Embedded derivative | 1,811 | ||
Carrying value | $ 3,094 |
Fair Value Measurements, Liabil
Fair Value Measurements, Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 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 | |
Recurring [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 33,751 | 33,751 | $ 3,756 | ||
Recurring [Member] | Warrant Liability [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 28,106 | 28,106 | 1,416 | ||
Recurring [Member] | Embedded Conversion Derivatives [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 5,645 | 5,645 | 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 Derivatives [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 Derivatives [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 | 33,751 | 33,751 | 3,756 | ||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | 28,106 | 28,106 | 1,416 | ||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Embedded Conversion Derivatives [Member] | |||||
Financial Liabilities Fair Value Disclosure [Abstract] | |||||
Liabilities at fair value | $ 5,645 | $ 5,645 | $ 2,340 |
Fair Value Measurements, Warran
Fair Value Measurements, Warrants Fair Value, Warrant Liability (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 USD ($) $ / shares shares | May 31, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Warrant Liability [Abstract] | |||
Exchange ratio | 0.0033 | ||
Probability of closing Merger | 85% | ||
Warrant Liability [Member] | Measurement Input, Weighted Average Expected Life in Years [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Weighted average expected life in years (Years) | 5 years | 4 years 8 months 4 days | |
Warrant Liability [Member] | Measurement Input, Weighted Average Volatility (annual) [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0.84 | 0.92 | |
Warrant Liability [Member] | Measurement Input, Value of Underlying Shares [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | $ / shares | 0.019 | 0.005 | |
Warrant Liability [Member] | Measurement Input, Weighted Average Risk Free Interest Rate [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0.035 | 0.04 | |
Warrant Liability [Member] | Measurement Input, Expected Dividend Yield [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0 | 0 | |
Level 3 [Member] | Warrant Liability [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 | $ 0.02 | $ 0.06 | |
Issuance (in dollars per share) | $ / shares | $ 0.01 | ||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ | $ 28,106 | $ 1,416 | |
Issuance | $ | 570 | ||
Loss on remeasurement of warrant liability | $ | $ 26,120 |
Fair Value Measurements, Embedd
Fair Value Measurements, Embedded Conversion Option Liability (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2023 $ / shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | ||
Embedded Conversion Option Liability [Abstract] | ||||
Exchange ratio | 0.0033 | |||
Probability of closing Merger | 85% | |||
Level 3 [Member] | Embedded Conversion Option [Member] | ||||
Fair Value, Embedded Conversion Liability [Abstract] | ||||
Beginning balance | $ 2,340 | |||
Initial value of new issuance | (519) | |||
Change in fair value | 3,824 | |||
Ending balance | $ 5,645 | $ 2,340 | ||
Level 3 [Member] | Embedded Conversion Option [Member] | Measurement Input, Conversion Price [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Conversion Price (in dollars per share) | $ / shares | [1] | $ 0.04 | $ 0.04 | |
Level 3 [Member] | Embedded Conversion Option [Member] | Measurement Input, Value of Underlying Shares [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Measurement input | $ / shares | 0.019 | 0.005 | ||
Level 3 [Member] | Embedded Conversion Option [Member] | Measurement Input, Interest Rate (annual) [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Measurement input | [2] | 0.047 | 0.0464 | |
Level 3 [Member] | Embedded Conversion Option [Member] | Measurement Input, Volatility (annual) [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Measurement input | [3] | 1.141 | 5.03 | |
Level 3 [Member] | Embedded Conversion Option [Member] | Measurement Input, Time to Maturity (Years) [Member] | ||||
Embedded Conversion Option Liability [Abstract] | ||||
Time to Maturity (Years) | 1 year | 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 the 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 the presented period ending date. |
Revenue, Disaggregation of Reve
Revenue, Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | $ 4,821 | $ 3,919 | $ 12,727 | $ 10,307 |
Rental Income | 132 | 247 | 677 | 935 |
Total Revenue | 4,953 | 4,166 | 13,404 | 11,242 |
Consumables and Parts Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 3,158 | 3,012 | 8,696 | 7,866 |
System Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 1,625 | 902 | 3,895 | 2,408 |
License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 38 | 5 | 136 | 33 |
United States [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 4,778 | 3,880 | 12,504 | 10,247 |
Rental Income | 132 | 247 | 677 | 935 |
Total Revenue | 4,910 | 4,127 | 13,181 | 11,182 |
United States [Member] | Consumables and Parts Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 3,133 | 2,978 | 8,620 | 7,836 |
United States [Member] | System Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 1,607 | 902 | 3,763 | 2,392 |
United States [Member] | License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 38 | 0 | 121 | 19 |
International [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 43 | 39 | 223 | 60 |
Rental Income | 0 | 0 | 0 | 0 |
Total Revenue | 43 | 39 | 223 | 60 |
International [Member] | Consumables and Parts Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 25 | 34 | 76 | 30 |
International [Member] | System Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | 18 | 0 | 132 | 16 |
International [Member] | License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Product Revenue | $ 0 | $ 5 | $ 15 | $ 14 |
Concentration of Credit Risk _3
Concentration of Credit Risk and Limited Suppliers (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 10% | 0% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 22% | 18% | 19% | 18% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 23% | 16% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor C [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 20% | 10% |