Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-36278 | ||
Entity Registrant Name | NEXGEL, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-4042544 | ||
Entity Address, Address Line One | 2150 Cabot Blvd West | ||
Entity Address, Address Line Two | Suite B | ||
Entity Address, City or Town | Langhorne | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19047 | ||
City Area Code | 215 | ||
Local Phone Number | 702-8550 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 5,572,234 | ||
Entity Central Index Key | 0001468929 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 5,675,244 | ||
Auditor Name | Turner, Stone & Company, L.L.P. | ||
Auditor Firm ID | 76 | ||
Auditor Location | Dallas, Texas | ||
Common Stock, Par Value $0.001 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | NXGL | ||
Security Exchange Name | NASDAQ | ||
Warrants to Purchase Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to Purchase Common Stock | ||
Trading Symbol | NXGLW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 13,350 | $ 32 |
Accounts receivable, net | 209 | 73 |
Inventory | 291 | 233 |
Prepaid expenses and other current assets | 77 | 25 |
Total current assets | 13,927 | 363 |
Goodwill | 311 | 311 |
Intangibles | 33 | 47 |
Property and equipment, net | 723 | 553 |
Operating lease - right of use asset | 1,926 | 805 |
Other assets | 63 | 178 |
Total assets | 16,983 | 2,257 |
Current Liabilities: | ||
Accounts payable | 254 | 658 |
Accrued expenses and other current liabilities | 62 | 90 |
Deferred Revenue | 0 | 38 |
Convertible notes payable | 2,037 | 59 |
Note payable, current portion | 10 | 10 |
Note payable - PPP | 0 | 147 |
Warrant liability | 318 | 123 |
Operating lease liability, current portion | 207 | 207 |
Total current liabilities | 2,888 | 1,332 |
Operating lease liability, net of current portion | 1,744 | 598 |
Notes payable, net of current portion | 266 | 256 |
Total liabilities | 4,898 | 2,186 |
Commitments and Contingencies (Note 17) | ||
Preferred Stock, par value $0.001 per share, 5,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common Stock, par value $0.001 per share, 750,000,000 shares authorized; 5,572,234 and 2,838,047 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 6 | 3 |
Additional paid-in capital | 18,891 | 2,570 |
Accumulated deficit | (6,812) | (2,502) |
Total stockholders' equity | 12,085 | 71 |
Total liabilities and stockholders' equity | $ 16,983 | $ 2,257 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 5,572,234 | 2,838,047 |
Common Stock, Shares, Outstanding | 5,572,234 | 2,838,047 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
STATEMENTS OF OPERATIONS | ||
Revenues, net | $ 1,551 | $ 674 |
Cost of revenues | 1,542 | 965 |
Gross (loss)/profit | 9 | (291) |
Operating expenses | ||
Research and development | 31 | |
Selling, general and administrative | 2,548 | 1,969 |
Total operating expenses | 2,579 | 1,969 |
Loss from operations | (2,570) | (2,260) |
Other income (expense) | ||
Change in fair value of warrant liability | 8 | (2) |
Forgiveness of debt | 275 | |
Debt discount costs | (68) | (2) |
Loss on debt extinguishment | (25) | |
Interest expense | (1,930) | (8) |
Other income | 8 | |
Total other income (expense) | (1,740) | (4) |
Net loss | $ (4,310) | $ (2,264) |
Net loss per common share - basic | $ (1.45) | $ (1.05) |
Net loss per common share - diluted | $ (1.45) | $ (1.05) |
Weighted average shares used in computing net loss per common share - basic | 2,979,962 | 2,254,145 |
Weighted average shares used in computing net loss per common share - diluted | 2,979,962 | 2,254,145 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 2,000 | $ 616,000 | $ (238,000) | $ 380,000 |
Balance (in Shares) at Dec. 31, 2019 | 1,643,006 | |||
Issuances of common stock, net of issuance costs | $ 1,000 | 1,369,000 | 0 | 1,370,000 |
Issuances of common stock, net of issuance costs (in shares) | 757,786 | |||
Issuance of common stock for acquisition | $ 0 | 375,000 | 375,000 | |
Issuance of common stock for acquisition (in shares) | 267,858 | |||
Restricted stock vesting | $ 0 | 0 | 0 | 0 |
Restricted stock vesting (in shares) | 169,397 | |||
Warrants issued for equity raising costs | $ 0 | (65,000) | 0 | (65,000) |
Beneficial conversion and warrant features of convertible debt | 0 | 43,000 | 0 | 43,000 |
Share-based compensation | 0 | 232,000 | 0 | 232,000 |
Net loss | 0 | 0 | (2,264,000) | (2,264,000) |
Balance at Dec. 31, 2020 | $ 3,000 | 2,570,000 | (2,502,000) | 71,000 |
Balance (in Shares) at Dec. 31, 2020 | 2,838,047 | |||
Issuances of common stock, net of issuance costs | $ 3,000 | 13,468,000 | 13,471,000 | |
Issuances of common stock, net of issuance costs (in shares) | 2,686,800 | |||
Restricted stock vesting | 61,000 | $ 61,000 | ||
Restricted stock vesting (in shares) | 39,524 | 39,924 | ||
Beneficial conversion and warrant features of convertible debt | 2,587,000 | $ 2,587,000 | ||
Exercise of stock options (in shares) | 7,183 | |||
Share-based compensation | 223,000 | 223,000 | ||
Derivative liability - COVA | (18,000) | (18,000) | ||
Share adjustment for stock split rounding | $ 680 | |||
Net loss | (4,310,000) | (4,310,000) | ||
Balance at Dec. 31, 2021 | $ 6,000 | $ 18,891,000 | $ (6,812,000) | $ 12,085,000 |
Balance (in Shares) at Dec. 31, 2021 | 5,572,234 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | ||
Net loss | $ (4,310) | $ (2,264) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 113 | 50 |
Share-based compensation | 285 | 232 |
Changes in fair value of warrant liability | (8) | 2 |
Forgiveness of debt | (275) | 0 |
Change in ROU asset and operating lease liability | 25 | 0 |
Loss of extinguishment of debt | 25 | 0 |
Amortization of deferred financing costs | 1,933 | 2 |
Beneficial conversion feature in excess of face value | 52 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (137) | 29 |
Inventory | (58) | (99) |
Prepaid expenses and other assets | 63 | 10 |
Accounts payable | (405) | 137 |
Accrued expenses and other liabilities | (18) | 62 |
Deferred revenue | (38) | 38 |
Net Cash Used in Operating Activities | (2,753) | (1,801) |
Investing Activities | ||
Purchase of equipment | (269) | (312) |
Net Cash Used in Investing Activities | (269) | (312) |
Financing Activities | ||
Issuance of common stock, net of issuance costs | 13,471 | 1,370 |
Proceeds from notes payable | 15 | 414 |
Proceeds from convertible notes | 2,957 | 100 |
Payment of financing costs | (115) | |
Principal payment of notes payable | (15) | 0 |
Principal payment on convertible notes | (100) | 0 |
Proceeds from notes payable (PPP) | 127 | 0 |
Net Cash Provided by Financing Activities | 16,340 | 1,884 |
Net Increase (Decrease) in Cash | 13,318 | (229) |
Cash - Beginning of period | 32 | 261 |
Cash - End of period | 13,350 | 32 |
Non-cash Investing and Financing Activities | ||
Fair value of beneficial conversion and warrant features of Convertible Notes Payable | 2,587 | 0 |
Original issue discounts recognized on Convertible Notes Payable | 653 | 0 |
Warrants issued for debt and equity financing costs | 203 | 0 |
Operating lease, ROU assets and liabilities | 2,050 | 0 |
Common Shares issued for acquisition | 0 | 375 |
Inventory acquired from acquisition | 0 | 21 |
Accounts payable assumed from acquisition | $ 0 | $ 13 |
Description of Business, the Sp
Description of Business, the Spin-off and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business, the Spin-off and Basis of Presentation. | |
Description of Business, the Spin-off and Basis of Presentation | 1. Description of Business, the Spin-off and Basis of Presentation Description of Business NexGel, Inc. (“NexGel” or the “Company”) manufactures high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics. The Company specializes in custom gels by capitalizing on proprietary manufacturing technologies. NexGel has historically served as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products and have recently began producing the Company’s own consumer products using our gels focused on proprietary branded products and white label opportunities. Both the Company’s gels and consumer products are manufactured using proprietary and non-proprietary mixing, coating and cross-linking technologies. Together, these technologies enable NexGel to produce gels that can satisfy rigid tolerance specifications with respect to a wide range of physical characteristics (e.g., thickness, water content, adherence, absorption, moisture vapor transmission rate (a measure of the passage of water vapor through a substance) and release rate) while maintaining product integrity. Additionally, the Company has the manufacturing ability to offer broad choices in the selection of liners onto which the gels are coated. Consequently, NexGel and our customers are able to determine tolerances in moisture vapor transmission rate and active ingredient release rates while personalizing color and texture. NexGel was previously known as AquaMed Technologies, Inc. (“AquaMed”) before changing its name to NexGel, Inc. on November 14, 2019. The consolidated financial statements include the accounts of the Company and its consolidated wholly-owned subsidiary, NexGelRX, Inc. Stock Split On November 29, 2021, the Company effected a 1-for-35 1-for-35 Except as otherwise provided herein, all share and per-share amounts of our common stock, equity awards and warrants, including the shares of common stock and warrants being offered hereby, have been adjusted to give effect to the Reverse Stock Split for all periods presented. The Reverse Stock Split did not alter the par value of the Company’s common stock, which remains at $0.001 per share, modify any voting rights or other terms of our common stock, or impact the amount of preferred stock the Company is authorized to issue. The Spin-Off On June 21, 2019, NexGel became an independent company through the pro rata distribution (“Spin-Off”) by Adynxx, Inc. (“Adynxx” and the “Parent”) in connection with the closing of a reverse merger between Adynxx, Inc. and Alliqua BioMedical, Inc., Adynxx, Inc. was previously known as Alliqua BioMedical, Inc. and subsequently changed its name to Adynxx, Inc. on May 3, 2019. The terms and conditions of the Spin-Off provided that each record holder of Parent stock as of April 22, 2019, received one share of NexGel common stock in book-entry form and resulted in the distribution of 143,006 shares of common stock of NexGel. Following the distribution (“Capitalization”), all existing operations were distributed to NexGel with the exception of a corporate lease for property in Yardley, Pennsylvania which was retained by Adynxx. Pursuant to the Spin-Off and in exchange for the 143,006 shares of common stock, NexGel assumed the following net liabilities from Parent as of June 21, 2019 ($ in thousands): Assets: Cash $ 186 Accounts receivable, net 72 Inventory 140 Prepaid expenses and other current assets 101 Property and equipment, net 155 Operating lease - right of use asset 976 Other assets 178 Total assets 1,808 Liabilities: Accounts payable (496) Accrued expenses and other current liabilities (395) Operating lease liability (976) Total liabilities (1,867) Net liabilities assumed in Spin-Off on June 21, 2019 $ (59) Basis of Presentation The consolidated financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are presented in US dollars. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern | |
Going Concern | 2. Going Concern As of December 31, 2021, the Company had a cash balance of $13.35 million. For the year ended December 31, 2021, the Company incurred a net loss of $4.31 million and had a net usage of cash in operating activities of $2.75 million. In addition, the Company had a working capital of $11.04 million as of December 31, 2021. On December 27, 2021, the Company sold an aggregate of 2,585,000 units at a price to the public of $5.50 per unit (the “Offering”), each unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase one share of Common Stock at an exercise price of $5.50 per share (the “Warrants”), for net proceeds of $13.2 million. Proceeds from the offerings are expected to be used for working capital, new product development and testing, and general business operations. Management is exploring new product channel sales in adjacent industries, such as cosmetics, athletic products, and proprietary medical devices. The Company has increased focused on sales and developing a sales pipeline for potential customers. This customer base expansion will enable us to provide financial stability for the foreseeable future, expand our current processes, and position us for long-term shareholder value creation. We have sufficient capital to maintain as a going concern due to the capital raise that occurred on December 27, 2021. We intend to maintain and attempt to grow our existing contract manufacturing business. We also plan to continue building and developing its catalog of consumer products for sale to branding partners and to use our in-house capabilities to create and test market additional branded products. These products will be target marketed and sold online through social media, television and online marketplaces. Furthermore, the Company plans to develop its own proprietary medical devices and explore drug delivery programs for its technology. Additionally, the Company continues to evaluate strategic initiatives (e.g., acquisitions) and additional capital raises through debt or equity may be necessary to achieve these objectives. We expect to continue incurring losses for the near-term future. Our ability to continue to operate as a going concern in the long-term is dependent upon our ability to manage and grow our current products and to ultimately achieve profitable operations. Management may consider various options to raise capital to fund potential acquisitions through equity or debt offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds, if needed, or that such funds, if available, will be obtained on terms satisfactory to us. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern. Additionally, it is reasonably possible that estimates made in the consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including the recoverability of long lived assets. |
Significant Accounting Policies
Significant Accounting Policies and Estimates | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies and Estimates | |
Significant Accounting Policies and Estimates | 3. Significant Accounting Policies and Estimates Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions include allowance for doubtful accounts, inventory reserves, deferred taxes, share-based compensation and related valuation allowances and fair value of long-lived assets. Actual results could differ from the estimates. Cash Cash include cash on hand and highly liquid investments having an original maturity of three months or less. Accounts receivable, net Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company evaluates the collectability of accounts receivable and records a provision to the allowance for doubtful accounts based on factors including the length of time the receivables are past due, the current business environment and the Company’s historical experience. Provisions to the allowances for doubtful accounts are recorded in selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. The allowance for doubtful accounts was $4 thousand as of December 31, 2021 and $1 thousand as of December 31, 2020. Inventory and Cost of Goods Sold Inventory is stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. The Company evaluates inventories for excess quantities, obsolescence, and shelf-life expiration. This evaluation includes an analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, and a review of the shelf-life expiration dates for products. These factors determine when, and if, the Company adjusts the carrying value of inventory to estimated net realizable value. The balance is made up of raw materials, work-in-progress, and finished goods of $178 thousand, $88 thousand, and $25 thousand on December 31, 2021, respectively, and the balance was made up of raw materials, work-in-progress, and finished goods of $190 thousand, $22 thousand, and $21 thousand on December 31, 2020, respectively. As a contract manufacturer, the Company builds its products based on customer orders and immediately ships the products upon completion of the production process. The “Cost of goods sold” line item in the consolidated statements of income is comprised of the book value of inventory sold to customers during the reporting period. When circumstances dictate that we use net realizable value as the basis for recording inventory, we base our estimates on expected future selling prices less expected disposal costs. Research and Development Our research and development activities focus on new and innovative products designed to support revenue growth. Research and development expenses consist primarily of contracted development and testing efforts associated with development of products. Shipping and Handling Revenue and Expense Shipping and handling revenue and expense are included in our consolidated statements of operations in Revenue, net. This is primarily through shipping fees incurred in the Amazon marketplace. Property and equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization. Depreciation is provided over the assets’ useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repairs and maintenance costs are expensed as incurred. Management periodically assesses the estimated useful life over which assets are depreciated or amortized. If the analysis warrants a change in the estimated useful life of property and equipment, management will reduce the estimated useful life and depreciate or amortize the carrying value prospectively over the shorter remaining useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the period of disposal and the resulting gains and losses are included in the results of operations during the same period. Impairment of Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 31, and whenever indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. The Company performed the annual assessment and concluded it is more likely than not that the fair value exceeds the carrying value. Prepaid expenses and other current assets Prepaid expenses and other current assets is recorded at historical cost and is primarily made up of $23 thousand and $16 thousand of prepaid insurance, and $54 thousand and $9 thousand general prepaid expenses and other current assets in the years ended December 31, 2021 and 2020 respectively. Other Assets Other Assets is recorded at historical costs, and as of December 31, 2021 and 2020, the balance is entirely made up of spare parts for manufacturing equipment. Other assets are stated at cost and are not subject to depreciation, until such time that they are placed into service and the part that is being replaced is disposed. Fair value measurements The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair values that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: Level 1 Level 2 Level 3 The Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable, notes payable and convertible notes payable) in the balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments. Warrant Liability Warrants to purchase common stock were issued in connection with equity financing raises, which occurred on September 2, 2021, March 11, 2021, February 3, 2021, December 24, 2020, March 18, 2020, September 10, 2019 and November 6, 2019. The fair values of the warrants are estimated as of the date of issuance and again at each period end using a Black-Scholes option valuation model. At issuance, the fair value of the warrant is recognized as an equity issuance cost within additional paid-in-capital. Fair value adjustments to the warrant liability are recognized in other income (expense) in the statements of operations. Revenue recognition On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company recognizes revenue predominately from one type of revenue, contract manufacturing. Revenue from contract manufacturing is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time the customer receives the product. The Company’s customers consist of other life sciences companies and revenues are concentrated in the United States. Payment terms vary by the type and location of customer and may differ by jurisdiction and customer but payment is generally required in a term ranging from 30 to 60 days from date of shipment. Estimates for product returns, allowances and discounts are recorded as a reduction of revenue and are established at the time of sale. Returns are estimated through a comparison of historical return data and are determined for each product and adjusted for known or expected changes in the marketplace specific to each product, when appropriate. Historically, sales return provisions have not been material. Amounts accrued for sales allowances and discounts are based on estimates of amounts that are expected to be claimed on the related sales and are based on historical data. Payments for allowances and discounts have historically been immaterial. Disaggregated revenue by sales type: Year Ended December 31, 2021 2020 Contract manufacturing $ 767 $ 615 Custom and white label finished goods manufacturing 492 — NexGel branded consumer products 194 42 Other 98 17 Total $ 1,551 $ 674 As of December 31, 2021 and 2020, the Company did not have any contract assets or contract liabilities from contracts with customers. As of December 31, 2021 and December 31, 2020, there were no remaining performance obligations that the Company had not satisfied. Share-based compensation On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), restricted stock units, performance awards, dividend equivalent rights and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company. The Company initial reserved a total of 57,143 shares of the Company’s common stock for awards under the 2019 Plan. Effective as of May 26, 2020, the Board approved an increase of the number of authorized shares of common stock reserved under the 2019 Plan from 57,143 shares of common stock to 485,714 shares of common stock all of which may be delivered pursuant to incentive stock options. Subject to adjustments pursuant to the 2019 Plan, the maximum number of shares of common stock with respect to which stock options or SARs may be granted to an executive officer during any calendar year is 14,285 shares of common stock. The Company’s 2019 Long-Term Incentive Plan provides certain employees, contractors, and outside directors with share-based compensation in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting. Forfeitures are accounted for when they occur. In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting Compensation - Stock Compensation Income taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. Leases ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Segment reporting The Company operates in one business segment as a contract manufacturer of aqueous polymer hydrogels. As a result, the Company’s operations are a single reportable segment, which is consistent with the Company’s internal management reporting. Comprehensive loss Comprehensive loss consists of net loss and changes in equity during a period from transactions and other equity and circumstances generated from non-owner sources. The Company’s net loss equals comprehensive loss for all periods presented, Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. 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. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company's fiscal year beginning March 1, 2023 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 requires any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. We adopted ASU 2017-04 effective March 1, 2020 (the first quarter of our 2021 fiscal year). In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt ASU 2019-12 effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition | |
Acquisition | 4. Acquisition On May 29, 2020, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) whereby the Company purchased all of the outstanding equity securities of Sport Defense LLC, a Delaware limited liability company (“Sport Defense”), from the members of Sport Defense (the “Sellers”). Subsequent to the Closing Date, Sport Defense is a wholly-owned subsidiary of the Company. Sport Defense is a marketing and distribution company that leverages the unique benefits of ultra-gentle, high-water content hydrogels, manufactured by the Company, to build brands that treat various ailments of the skin caused by athletic training, such as blisters, turf burns, scrapes and skin irritations. To date the Company has commercialized four branded products acquired from the acquisition of Sport Defense. Under the terms of the Purchase Agreement, the purchase price paid to the Sellers was an aggregate of $375 thousand (the “Purchase Price”) which was paid by the Company through the issuance of an aggregate of 9,375,000 shares of the Company’s common stock, par value $0.001 (the “Shares”), which equates to a per share purchase price of $0.04. The Shares are “restricted securities” as such term is defined by Rule 144 promulgated under the Securities Act of 1933, as amended. Adam Levy, the Company’s Chief Executive Officer and Chief Financial Officer, and Nachum Stein, a member of the Company’s Board of Directors (the “Board”), were each members of Sport Defense and part of the Sellers. Mr. Levy received 1,546,875 of the Shares and Mr. Stein received 3,187,500 of the Shares. Due to the potential conflict of interest that existed because of Messrs. Levy and Stein’s partial ownership of Sport Defense, the Board obtained an independent investment bank to prepare a valuation report with respect to Sport Defense. This valuation report supported the Purchase Price. Also, Mr. Stein recused himself from the vote of the Board regarding the approval to purchase Sport Defense. The Purchase Agreement and the Sport Defense acquisition were not subject to approval by the shareholders of the Company. The Purchase Agreement contained minimal representations and warranties regarding Sport Defense and certain limited representations and warranties regarding the Company and the Sellers. The provisional fair value of the purchase consideration issued to the Seller was allocated to the net tangible assets acquired. The Company accounted for the Sport Defense acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $375 thousand. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The table below shows an analysis for the Sport Defense acquisition: Provisional Purchase Consideration at preliminary fair value: Purchase price $ 375 Amount of consideration $ 375 Assets acquired and liabilities assumed at preliminary fair value Inventories 21 Product/Technology related intangibles 31 Marketing related intangibles 8 Customer related intangibles 17 Accounts payable and accrued expenses (13) Other liabilities — Net tangible assets acquired $ 64 Total net assets acquired $ 64 Consideration paid 375 Preliminary goodwill $ 311 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the Sport Defense acquisition been completed as of January 1, 2020 or to project potential operating results as of any future date or for any future periods. For the Year Ended December 31, 2021 2020 Revenues, net $ 1,551 $ 691 Net loss allocable to common shareholders $ (4,310) $ (2,254) Net loss per share $ (1.46) $ (0.03) Weighted average number of shares outstanding 2,942,057 2,477,359 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 5. Leases The Company has one operating lease for a commercial manufacturing facility and administrative offices located in Langhorne, Pennsylvania that runs through January 2031. The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of December 31, 2021 ($ in thousands): Operating Lease Maturity of Lease Liability Liability 2022 $ 207 2023 207 2024 207 2025 207 2026 263 Thereafter 1,165 Total undiscounted operating lease payments $ 2,256 Less: Imputed interest (305) Present value of operating lease liability $ 1,951 Weighted average remaining lease term 9.1 years Weighted average discount rate 3.0 % Total operating lease expense for the year ended December 31, 2021 and 2020 was $207 thousand, and is recorded in cost of goods sold and selling, general and administrative expenses on the statement of operations. Supplemental cash flows information related to leases was as follows ($ in thousands): December 31, 2021 Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 207 Right-of-use asset obtained in exchange for lease obligation: Operating lease $ 2,050 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Inventory | 6. Inventory Inventory consists of the following ($ in thousands): December 31, December 31, 2021 2020 Raw materials $ 178 $ 190 Work-in-progress 88 22 Finished goods 25 21 291 233 Less: Inventory reserve for excess and slow moving inventory — — Total $ 291 $ 233 As a contract manufacturer, the Company builds its products based on customer orders and immediately ships the products upon completion of the production process. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment consist of the following ($ in thousands): Useful Life December 31, December 31, (Years) 2021 2020 Machinery and equipment 3 - 10 $ 940 $ 2,894 Office furniture and equipment 3 - 10 50 49 Leasehold improvements 6 228 228 Construction in progress N/A — 461 1,218 3,632 Less: accumulated depreciation and amortization (495) (3,079) Property and equipment, net $ 723 $ 553 Depreciation expense for the year ended December 31, 2021 and 2020 was $99 thousand and $42 thousand, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Intangible Assets | 8. Intangible Assets The following provides a breakdown of identifiable intangible assets as of December 31, 2021: December 31, December 31, 2021 2020 Product/Technology Related Identifiable intangible assets, gross $ 31 $ 31 Accumulated amortization (16) (6) Product/Technology Related identifiable intangible assets, net 15 25 Marketing Related Customer related intangible asset, gross 17 17 Tradename related intangible asset, gross 7 7 Accumulated amortization (6) (2) Marketing related identifiable intangible assets, net 18 22 Total Identifiable intangible assets, net $ 33 $ 47 In connection with the acquisitions of Sport Defense, the Company identified intangible assets of $55 thousand representing technology related and customer related intangibles. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 4.5 years and amortization expense amounted to $14 thousand and $8 thousand for the year ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the estimated annual amortization expense for each of the next five fiscal years is as follows: 2022 $ 14 2023 8 2024 2 2025 2 2026 2 Thereafter 5 Total $ 33 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following ($ in thousands): December 31, December 31, 2021 2020 Salaries, benefits, and incentive compensation $ 54 $ 43 Professional fees — — Other 8 47 Total accrued expenses and other current liabilities $ 62 $ 90 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock. | |
Common Stock | 10. Common Stock Share issuances On December 27, 2021, the Company sold an aggregate of 2,585,000 units at a price to the public of $5.50 per unit (the “Offering”), each unit consisting of one share of our common stock, and a warrant to purchase one share of our common stock at an exercise price of $5.50 per share . From January 1, 2021 through March 31, 2021, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 101,800 shares of our common stock at a price per share equal to $2.80 for an aggregate purchase price of $285,000. From February 6, 2020 through March 20, 2020, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 442,858 shares of our common stock at a price per share equal to $1.40 for an aggregate purchase price of $620,000. Proceeds from this offering are expected to be used for working capital, new product development and testing, and general business operations. The placement agent for the private placement and is entitled to receive a total fee equal to 6% of the total gross proceeds and warrants to purchase the number of shares of Common Stock equal to 10% of the number of shares of Common Stock issued to the Investors, for such services rendered. The warrants are exercisable for 3 years at an exercise price equal to $1.40. From July 30, 2020 through August 14, 2020, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 188,143 shares of our common stock at a price per share equal to $2.10 for an aggregate purchase price of $395,100. From October 13, 2020 through December 24, 2020, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 126,786 shares of our common stock at a price per share equal to $2.80 for an aggregate purchase price of $355,000. Proceeds from this offering are expected to be used for working capital, new product development and testing, and general business operations. On February 10, 2020, a majority of our stockholder through a written consent approved the following: an amendment to our Restated Certificate of Incorporation which will increase the number of authorized shares of Common Stock from 100,000,000 shares of Common Stock to 3,000,000,000 shares of Common Stock and (ii) an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of our Common Stock by a ratio of not less than one-for-thirty one-for-one hundred On February 17, 2020, the Company granted certain equity awards to the members of the Company’s Board of Director with the following terms: each of Messrs. Stefansky and Stein received two annual awards of stock options equal to $40,000 of the Company’s common stock, granted under the Company 2019 Long-Term Incentive Plan (the “Incentive Plan”), with (i) the first grant being the right to purchase up to 81,633 shares of the Company’s common stock at a per share exercise price of $0.49 with one-half one-half On February 17, 2020, the Company granted a restricted stock award of 169,388 shares of the Company’s common stock to the Company’s Chief Executive Officer and Chief Financial Officer, Adam Levy, with the following vesting terms: (i) 3/12th of such shares vested as of February 17, 2020; (ii) 1/12th of such shares vest on each of the eight months following February 17, 2020 and (iii) all remaining shares vest on September 10, 2020. In November 2020, the Company issued 169,397 shares to our Chief Executive Officer upon the vesting of the restricted stock awards (See Note 12). At December 31, 2021, the Company has reserved common stock for issuance in relation to the following: Share-based compensation plan 434,939 Warrants to purchase common stock 3,637,190 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Share-based Compensation | 11. Share-based Compensation On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), restricted stock units, performance awards, dividend equivalent rights and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company. The Company initially reserved a total of 2,000,000 shares of the Company’s common stock for awards under the 2019 Plan. Effective as of May 26, 2020, the Board approved an increase of the number of authorized shares of common stock reserved under the 2019 Plan from 2,000,000 shares of common stock to 17,000,000 shares of common stock all of which may be delivered pursuant to incentive stock options., all of which may be delivered pursuant to incentive stock options. Subject to adjustments pursuant to the 2019 Plan, the maximum number of shares of common stock with respect to which stock options or SARs may be granted to an executive officer during any calendar year is 500,000 shares of common stock. Incentive stock options On February 17, 2020, the Company granted certain equity awards to the members of the Company’s Board of Director with the following terms: each of Messrs. Stefansky and Stein received two annual awards of stock options equal to $40,000 of the Company’s common stock, granted under the Company 2019 Long-Term Incentive Plan (the “Incentive Plan”), with (i) the first grant being the right to purchase up to 81,633 shares of the Company’s common stock at a per share exercise price of $0.49 with one-half one-half one-fourth In May 2020 and July 2020, pursuant to the terms of the 2019 Plan, the Company awarded options to purchase an aggregate of 152,143 shares of common stock to two of its employees and one contractor. Pursuant to the terms of the option agreements, 9,286 of the options vested on the date of grant, and of the 142,858 options, 10% of such options vested on the date of grant, and the remaining of such options will vest upon meeting established criteria. The term of the options is ten years. On January 15, 2021, the Company awarded a contractor options to purchase an aggregate of 14,286 shares of the Company’s common stock at a per share exercise price of $2.80 under the Company’s 2019 Long-Term Incentive Plan. This option award fully vested 20% as of the date of grant and the remaining 80% in November 2022. On March 8, 2021, the Company granted Dr. Jerome Zeldis, a member of the Company Board, an option to purchase up to 19,048 shares of the Company’s common stock at a per share exercise price of $2.80 under the Company’s 2019 Long-Term Incentive Plan. This option award fully vested as of the date of grant. On March 8, 2021, the Company appointed Steven Glassman to the Board of Directors to serve for a term expiring at the next annual meeting of stockholders or until his successor is duly elected and qualified. On March 8, 2021 and in consideration for his appointment to the board of directors, the Company granted Mr. Glassman an option to purchase up to 14,286 shares of common stock at a per share exercise price of $2.80 under the Company’s 2019 Long-Term Incentive Plan. This option award fully vested as of the date of grant. On September 2, 2021, the Company appointed Adam Levy, Yaakov Spinrad and Miranda J. Toledano to the Board of Directors to serve for a term expiring at the next annual meeting of stockholders or until their successor is duly elected and qualified. On September 9, 2021 and in consideration for each person’s appointment to the board of directors, the Company granted each of Mr. Levy, Mr. Spinrad, and Ms. Toledano an option to purchase up to 14,286 shares of common stock at a per share exercise price of $5.25 under the Company’s 2019 Long-Term Incentive Plan. This option award vests in four The following table contains information about the 2019 Plan as of December 31, 2021: Awards Awards Reserved for Awards Available for Issuance Issued Grant 2019 Plan 571,429 434,939 136,490 The following table summarizes the Company’s incentive stock option activity and related information for the period ended December 31, 2021: Weighted Weighted Average Average Contractual Number of Exercise Term in Options Price Years Outstanding at January 1, 2020 28,576 1.873375 9.6 Granted 363,028 $ 1.0185 10.0 Exercised — — — Forfeited — — — Cancelled — — — Expired — — — Outstanding at December 31, 2020 391,604 $ 0.97076 9.32 Granted 90,478 $ 3.960526 10.00 Exercised (7,183) 1.75 — Forfeited — — — Cancelled (39,960) 1.49975 — Expired — — — Outstanding at December 31, 2021 434,939 $ 1.675747 8.56 Exercisable at December 31, 2021 291,364 $ 1.331957 8.43 As of December 31, 2021, vested outstanding stock options had $529 thousand intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock. As of December 31, 2021, there was approximately $195 thousand of total unrecognized share-based compensation related to unvested stock options, which the Company expects to recognize over the next 12 months. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The following assumptions were used to calculate share-based compensation expense for year ended December 31, 2021: Volatility 171.12%-183.48 % Risk-free interest rate 0.46% - 0.86 % Dividend yield 0.0 % Expected term 5.0 - 5.75 years The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its share-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two. Based on the lack of historical data of volatility for the Company’s common stock, the Company based its estimate of expected volatility on a weighted-average of the historical volatility of comparable public companies that manufacture similar products and are similar in size, stage of life cycle, and financial leverage. Restrictive stock awards On February 17, 2020, the Company granted a restricted stock award of 169,388 shares of the Company’s common stock to the Company’s Chief Executive Officer and Interim Chief Financial Officer, Adam Levy, with the following vesting terms: (i) 3/12 th such shares vested as of February 17, 2020; (ii) 1/12 th On March 8, 2021, the Company granted a restricted stock award of 39,524 shares of the Company’s common stock to the Adam Levy for his service as our Chief Executive Officer and Chief Financial Officer from October 1, 2020 through September 30, 2021, all of which shares vested immediately. Weighted Average Number of Grant Date Units Fair Value Granted 208,912 $ 0.805 Exercised and converted to common shares (169,388) 0.490 Forfeited — — Outstanding at December 31, 2020 39,524 $ 2.100 Granted — — Exercised and converted to common shares (39,524) 2.100 Forfeited — — Outstanding at December 31, 2021 — $ — Exercisable at December 31, 2021 — $ — Under ASC 718, Compensation-Stock Compensation (“ASC 718”), the Company has measured the value of its February 2020 award as if it were vested and issued on the grant date with a value of $83 thousand based on the closing price of the Company's stock at the grant date of the RSU Grant ($0.49 per share). An additional issuance of 39,924 shares was granted based on a closing price of the closing price of the Company’s stock at the grant date of the RSU Grant ($2.10 per share). Compensation expense will be recognized ratably over the total vesting schedule. The Company will periodically adjust the cumulative compensation expense for forfeited awards. Stock based compensation of $284 thousand and $232 thousand has been recorded for the year ended December 31, 2021 and 2020, respectively. Warrants The following table shows a summary of common stock warrants through December 31, 2021: Weighted Weighted Average Average Number of Exercise Contractual Warrants Price Term in Years Outstanding at December 31, 2019 150,000 $ 0.49000 2.81 Granted 60,500 $ 1.7752 5.00 Exercised — — — Forfeited — — — Cancelled — — — Expired — — — Outstanding at December 31, 2020 210,500 $ 0.85938 2.54 Granted 3,426,690 $ 5.42717 4.98 Exercised — — — Forfeited — — — Cancelled — — — Expired — — — Outstanding at December 31, 2021 3,637,190 $ 5.16281 4.63 Exercisable at December 31, 2021 3,637,190 $ 5.16281 4.63 As of December 31, 2021, vested outstanding warrants had $372 thousand intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Note Payable | |
Note Payable | 12. Note Payable PPP Loan On April 22, 2020, the Company, entered into a promissory note (the “Promissory Note”) with PNC Bank, N.A. (the “Bank”), which provides for a loan in the amount of $147,300 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On March 4, 2021, the Company received a second PPP Loan in the amount of $127,400 thousand under Phase II of the Paycheck Protection Program which commenced on January 13, 2021 and allowed certain businesses that received an initial PPP Loan to seek a second draw PPP Loan. The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company used the proceeds from the PPP Loan for qualifying expenses and plans to apply for forgiveness of the PPP Loan in accordance with the terms of the CARES Act. On June 2, 2021, the Company received notice from PNC Bank that its initial loan of $147,300 had been forgiven in its entirety by the SBA. On November 16, 2021, the Company received notice from PNC Bank that its second PPP loan of $127,400 had been forgiven in its entirety by the SBA. The balance of the PPP loan as of December 31, 2020 amounted to $147,300. Economic Injury Disaster Loan On May 28, 2020, the Company entered into the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan is up to $260,500, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due monthly beginning May 28, 2021 (twelve months from the date of the SBA Note) in the amount of $1,270. The balance of principal and interest is payable thirty years from the date of the SBA Note. In connection therewith, the Company received an $8,000 advance, which does not have to be repaid. On March 26, 2021, the SBA announced that all EIDL loans issued in 2020 will start repayment 24 months from the date of the SBA Note. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable | |
Convertible Notes Payable | 13. Convertible Notes Payable On December 24, 2020, the Company entered into two Securities Purchase Agreement, dated December 24, 2020 (the “Purchase Agreement”) pursuant to which the Company issued the following (i) $100,000 6% Secured Convertible Promissory Note which was convertible into shares of the Company’s common stock at a price per share of $2.80 and (ii) Common Stock purchase warrants to purchase up to 8,929 shares of common stock with an exercise price of $2.80. The notes are secured by all of the assets and equipment owned by the Company. The notes were due on or before June 24, 2021 and fully-repaid (including all accrued but unpaid interest) on March 14, 2021. On January 19, 2021, the Company entered into a Securities Purchase Agreement, (the “2021 Purchase Agreement”) pursuant to which the Company issued the following (i) $15,000 Secured Convertible Promissory Note which was convertible into shares of the Company’s common stock at a price per share of $1.05. The notes were due on or before March 19, 2021 and fully-repaid (including all accrued but unpaid interest) on March 14, 2021. Auctus Fund Financing On March 11, 2021 (the “Issuance Date”), the Company entered into a securities purchase agreement (the “Auctus Purchase Agreement”) with Auctus Fund, LLC, a Delaware limited liability company (“Auctus”), pursuant to which the Company issued to Auctus a senior secured convertible promissory note in the principal amount of $1,680,000, including Original Issue Discount (OID) of $180,000 (the “Auctus Note”). The net proceeds received by the Company were $1,337,000 (after deducting fees and expenses related to the transaction, including a payment to Alere (as defined and discussed below). The Company intends to use the net proceeds for working capital and general corporate purposes. On August 13, 2021, the Company and Auctus entered a First Amendment to the Senior Secured Promissory Note, Warrants and Securities Purchase Agreement dated March 11, 2011 (the “Auctus Amendment”). On October 28, 2021, the Company and Auctus Fund, LLC entered a Second Amendment to the Senior Secured Promissory Note, Warrants and Securities Purchase Agreement dated March 11, 2011 (the “Auctus Second Amendment”). The Auctus Note has a maturity date of one year from the Issuance Date. The Auctus Note bears interest at a rate of 12% per annum, which is also payable on maturity, with the understanding that the first 12 months of interest (equal to $180,000) is guaranteed and deemed to be earned in full as of the Issuance Date. In the event the Company fails to pay any amount when due under the Auctus Note, the interest rate will increase to the greater of 16% or the maximum amount permitted by law. The Auctus Note may be prepaid during the first 180 180 Auctus may convert any amount due under the Auctus Note at any time, and from time to time, into shares of the Company’s common stock at a conversion price of $3.50 per share; provided, however, that Auctus may not convert any portion of the Auctus Note that would cause it to beneficially own in excess of 4.99% of the Company’s common stock. The conversion price and number of shares of the Company’s common stock issuable upon conversion of the Auctus Note will be subject to adjustment from time to time for any subdivision or consolidation of shares and other standard dilutive events. The Auctus Note (as amended by the Auctus Amendment and Auctus Second Amendment) contains a number of events of default, including but not limited to the following: (i) the Company’s failure to be quoted or listed (as applicable) on the OTCQB, OTCQX, any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American by December 15, 2021 (the “Trading Date”) and (ii) the Company’s failure to file a registration statement covering the Auctus’ resale at prevailing market prices (and not fixed prices) of all of the common stock underlying the Auctus Note and the Auctus Warrants (as defined below) within 30 In connection with the issuance of the Auctus Note, Auctus was also issued two five-year warrants as follows: the first warrant was to purchase up to an aggregate of 171,429 shares of the Company’s common stock at an exercise price of $4.375 per share (the “First Auctus Warrant”) and the second warrant was to purchase up to an aggregate of 142,858 shares of the Company’s common stock at an exercise price of $5.25 per share (the “Second Auctus Warrant”). The First Auctus Warrant and the Second Auctus Warrant are referred to herein as the “Auctus Warrants” and the shares of the Company’s common stock underlying the Auctus Warrants are referred to as the “Auctus Warrant Shares”. Auctus may not exercise the Auctus Warrants with respect to any number of Auctus Warrant Shares that would cause it to beneficially own in excess of 4.99% of the Company’s common stock. The Auctus Warrants may be exercised for cash, or, if the “market price” of the Company’s common stock is greater than the Auctus Warrant’s exercise price, and there is not an effective registration statement covering the Auctus Warrant Shares, the Auctus Warrants may be exercised on a cashless basis. The number of shares of common stock to be deliverable upon exercise of the Auctus Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events, or in the event the Company effects a reorganization, reclassification, merger, consolidation, disposition of assets, or other fundamental transaction. Pursuant to the Auctus Purchase Agreement, the Company granted Auctus piggyback registration rights with respect to the shares underlying the Auctus Note and the Auctus Warrant. In addition, the Company agreed that, while any amount remains unpaid under the Auctus Note, it would not sell securities on more favorable terms than those provided to Auctus, without adjusting Auctus’ terms accordingly. Further, among other things, the Company agreed that, while any amount remains unpaid under the Auctus Note, it would not enter into any variable rate transactions. Further and in connection with the issuance of the Auctus Note, the Company entered into a registration rights agreement with Auctus (the “Registration Rights Agreement”) whereby it the Company agreed to (i) file with the Securities and Exchange Commission a registration statement covering resale by Auctus at prevailing market prices (and not fixed prices) of all of the common stock underlying the Auctus Note and the Auctus Warrants within 30 Alere Financial, A Division of Cova Capital Partners, LLC (“Alere”), served as the placement agent for the Auctus Note and received a total cash fee equal to $120,000 (or 8% of the principal amount of the Auctus Note). Additionally, Alere received warrants to purchase 654,545 and 545,455 shares of common stock at an exercise price equal to $4.375 and $5.25, respectively, for such services rendered. Alere’s warrants are in a customary form reasonably acceptable to Alere and exercisable for 3 years. Mr. Levy, the Company’s Chief Executive Officer, is affiliated with Alere but has waived any portion of such fee received by Alere to which he is entitled as an affiliate of Alere. As of December 31, 2021, the Auctus Fund Financing note outstanding was $1,357,808, which consisted of principal of $1,680,000, net of unamortized balance of $256,410 of a beneficial conversion and warrant features, unamortized original issue discount of $34,521. and unamortized debt issuance costs of $31,261. Investor Private Placement Offering On September 2, 2021, the Company conducted a closing of a private placement offering (the “September 2 Offering”) with twenty accredited investors (the “September 2 Investors”) whereby the Company entered into a securities purchase agreement (the “September Purchase Agreement”) with the Investors pursuant to which the Company issued to the Investors subordinated secured convertible promissory notes in the aggregate principal amount of $1,620,000 (the “September 2 Notes”). The net proceeds received by the Company were $1,504,400 (after deducting fees owed to its placement agent, Alere (as defined and discussed below)). The Company intends to use the net proceeds for working capital and general corporate purposes. The Notes have a maturity date of one year from September 2, 2021. The Notes bear interest at a rate of 12% per annum, which is also payable on maturity, with the understanding that the first 12 months of interest (equal to an aggregate of $194,400) is guaranteed and deemed to be earned in full as of September 2, 2021. In the event the Company fails to pay any amount when due under the September 2 Notes, the interest rate will increase to the greater of 18% or the maximum amount permitted by law. The Notes may be prepaid during the first 180 180 Additionally, the September 2 Notes are secured by all of the assets of the Company pursuant to a security agreement that was entered into in connection with the issuance of the September 2 Notes (the “September 2 Security Agreement”); provided, however, the Security Agreement will automatically terminate on the business day immediately preceding the Company’s common stock being quoted or listed for trading on the OTCQB Marketplace, OTCQX, any tier of the NASDAQ, Stock Market, the New York Stock Exchange, or the NYSE American assuming that no event of default under the Notes then exists. The secured interest in all of the Company’s assets granted to the Investors is subordinated to a first priority secured interest previous granted to Auctus Fund, LLC pursuant to the terms of a September 2 Subordination Agreement (the “September 2 Subordination Agreement”). In connection with the issuance of the Notes, the Investors were also issued five-year warrants to purchase up to an aggregate of 308,571 shares of the Company’s common stock (the “September Warrant Shares”) at an exercise price of $5.25 per share (the “September 2 Warrants”). The Investors may not exercise the September 2 Warrants with respect to any number of September 2 Warrant Shares that would cause such Investor to beneficially own in excess of 4.99% of the Company’s common stock. The September 2 Warrants may be exercised for cash, or, if the “market price” of the Company’s common stock is greater than the September 2 Warrant’s exercise price, and there is not an effective registration statement covering the September 2 Warrant Shares, the September 2 Warrants may be exercised on a cashless basis. The number of shares of common stock to be deliverable upon exercise of the September 2 Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events, or in the event the Company effects a reorganization, reclassification, merger, consolidation, disposition of assets, or other fundamental transaction. In the event that the Company issues Common Stock, securities convertible into Common Stock, or the right to acquire Common Stock at an effective per share price less than $5.25 (the “Base Price”), the per share price the of September 2 Warrants are adjustable down to the new Base Price at the option of the holder. If such adjustment occurs, the number of warrant shares issuable under the September 2 Warrants shall also be increased such that the aggregate exercise price of the warrants shall be the same of the aggregate price prior to the adjustment. Pursuant to the September 2 Purchase Agreement, the Company agreed that, while any amount remains unpaid under the September 2 Notes, it would not sell securities on more favorable terms than those provided to the Investors, without adjusting the Investors’ terms accordingly. This right will terminate as of the Post Lock-Up Termination Date (as defined in the September 2 Purchase Agreement). Further, among other things, the Company agreed that, while any amount remains unpaid under the Notes, it would not enter into any variable rate transactions. In connection with the issuance of the September 2 Notes, the Company entered into a registration rights agreement with the September 2 Investors (the “September 2 Registration Rights Agreement”) whereby the Company agreed to file a registration statement covering the September 2 Investors’ resale of all of the common stock underlying the September 2 Notes and the September 2 Warrants upon the earlier of 30 calendar days following the effectiveness of a registration statement relating to an underwritten public offering of the Company or December 31, 2021 and cause such registration statement to become effective within 150 Alere Financial, a division of Cova Capital Partners, LLC (“Alere”), served as the placement agent for the September 2Notes and received a total cash fee equal to $115,600 and warrants to purchase up to 770,667 shares of the Company’s common stock, with a term of five years, at a per share exercise price of $5.25. Mr. Levy, the Company’s Chief Executive Officer, is affiliated with Alere but has waived any portion of such fee received by Alere to which he is entitled as an affiliate of Alere. As of December 31, 2021, the September 2 Notes’ outstanding balance was $678,864, which consisted of principal of $1,814,400, net of unamortized balance of $927,734 of a beneficial conversion and warrant features, unamortized original issue discount of $130,312 and unamortized debt issuance costs of $77,490. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liability. | |
Warrant Liability | 14. Warrant Liability On September 2, 2021, March 11, 2021, February 3, 2021, December 24, 2020, March 18, 2020, September 10, 2019, and November 6, 2019, the Company issued 22,019, 34,286, 7,429, 7,286, 44,286, 35,715 and 114,286 warrants, respectively, as equity issuance consideration, in connection with a private placement of the Company’s common stock. The warrants entitle the holder to purchase one share of our common stock at an exercise price equal to $0.49 to $5.25 per share at any time on or after their issuance date and on or prior to the close of business 3 years The fair value of the warrant liabilities was measured using a Black-Scholes model. Significant inputs into the model at the inception are as follows: Future Estimated Warrant Time to Calculated Quarterly Exercise Expiration Interest Rate Volatility Maturity fair value Dividend Black -Scholes Assumptions Price Date Stock Price (8) (annual) (9) (annual) (10) (Years) per share per share (11) September 2, 2021 (1) $ .0525 September 2, 2026 $ 3.50 0.78 % 182.74 % 5.0 $ 0.3325 $ — March 11, 2021 (2) $ 4.375 – 5.25 March 11, 2026 $ 3.50 0.17 % 172.54 % 5.0 $ 0.3325 - 0.0329 $ — February 3, 2021 (3) $ 2.80 February 3, 2024 $ 2.80 0.18 % 171.71 % 3.0 $ 2.417461 $ — December 24, 2020 (4) $ 2.80 December 24, 2023 $ 2.80 0.17 % 172.54 % 3.0 $ 2.422658 $ — March 18, 2020 (5) $ 1.40 March 18, 2023 $ 1.40 0.66 % 137.41 % 3.0 $ 1.075547 $ — September 10, 2019 (6) $ 0.49 September 10, 2022 $ 0.49 1.61 % 139.84 % 3.0 $ 0.38185 $ — November 6, 2019 (7) $ 0.49 November 6, 2022 $ 0.49 1.60 % 138.48 % 3.0 $ 0.38255 $ — Significant inputs into the model at the reporting period measurement dates are as follows: Future Estimated Warrant Time to Calculated Quarterly Exercise Expiration Interest Rate Volatility Maturity fair value Dividend Black-Scholes Assumptions Price Date Stock Price (8) (annual) (9) (annual) (10) (Years) per share per share (11) December 31, 2021 (1) $ .0525 September 2, 2026 $ 3.50 0.98 % 205.16 % 4.67 $ 0.0968371 $ — December 31, 2021 (2) $ 4.375 – 5.25 March 11, 2026 $ 3.50 0.98 % 205.16 % 4.19 $ 0.096101 - 0.0957467 $ — December 31, 2021 (3) $ 2.80 February 3, 2024 $ 2.80 0.28 % 205.16 % 2.09 $ 0.0690620 $ — December 31, 2021 (4) $ 2.80 December 24, 2023 $ 2.80 0.28 % 205.16 % 1.98 $ 0.0681813 $ — December 31, 2021 (5) $ 1.40 March 18, 2023 $ 1.40 0.28 % 205.16 % 1.21 $ 0.0296661 $ — December 31, 2021 (6) $ 0.49 September 10, 2022 $ 0.49 0.09 % 205.16 % 0.69 $ 0.0091855 $ — December 31, 2021 (7) $ 0.49 November 6, 2022 $ 0.49 0.19 % 205.16 % 0.85 $ 0.0085006 $ — Future Estimated Warrant Interest Time to Calculated Quarterly Exercise Expiration Stock Rate Volatility Maturity fair value Dividend Black-Scholes Assumptions Price Date Price (8) (annual) (9) (annual) (10) (Years) per share per share (11) December 31, 2020 (4) $ 2.80 December 24, 2020 $ 2.80 0.17 % 172.38 % 2.98 $ 2.422658 $ — December 31, 2020 (5) $ 1.40 March 18, 2023 $ 1.40 0.13 % 172.38 % 2.21 $ 1.075547 $ — December 31, 2020 (6) $ 0.49 September 10, 2022 $ 0.49 0.13 % 172.38 % 1.85 $ 0.38185 $ — December 31, 2020 (7) $ 0.49 November 6, 2022 $ 0.49 1.13 % 172.38 % 1.69 $ 0.3825 $ — (1) Based on the terms provided in the warrant agreement related to the issuance of common stock of on September 2 nd , 2021 (2) Based on the terms provided in the warrant agreement related to the issuance of common stock of on March 11 th , 2021 (3) Based on the terms provided in the warrant agreement related to the issuance of common stock of on February 3 rd , 2021 (4) Based on the terms provided in the warrant agreement related to the issuance of common stock of on December 24 th , 2020 (5) Based on the terms provided in the warrant agreement related to the issuance of common stock of on March 18 th , 2020 (6) Based on the terms provided in the warrant agreement related to the issuance of common stock of on September 10 th , 2019 (7) Based on the terms provided in the warrant agreement related to the issuance of common stock of on November 6 th , 2019 (8) Based on the observable transaction value of common stock of per the most recent stock issuance financing agreements. (9) Interest rate for U.S. Treasury Bonds, as of the issuance dates and each presented period ending date, as published by the U.S. Federal Reserve. (10) Based on the historical daily volatility of Guideline Public Companies and each presented period ending date. (11) Current estimated dividend payments beyond initial four quarters. At a future date, the company will review the working capital needs and make a final determination of any future dividend payments. The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Warrants Fair Value Warrant Liability Outstanding per Share Fair Value Fair Value at initial measurement date of 12/31/19 150,000 $ 0.38185 $ 56 Fair Value at initial measurement dates 51,572 $ 1.2656 $ 65 Change in fair value of warrant liability 2 Fair Value as of period ending 12/31/2020 201,572 $ 123 Fair Value at initial measurement dates 63,733 $ 3.2097 $ 203 Change in fair value of warrant liability (8) Fair Value as of period ending 12/31/2021 265,305 $ 318 The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about of future activities and the Company’s stock prices and historical volatility of Guideline Public Companies as inputs. As of December 31, 2020, none of the warrants have been exercised. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions Convertible Promissory Note On December 24, 2020, the Company issued two Secured Convertible Promissory Notes in an aggregate amount of $100,000 to Mr. Stein, a member of the board of directors and an entity affiliated to Mr. Stein, N&F Trust 774 (See Note 13). The notes were repaid in March 2021. On September 2, 2021, the Company issued three Secured Convertible Promissory Notes to members of the board of directors in an aggregate amounts of $150,000 to Mr. Stein, $150,000 to Mr. Stefansky (Bezalel Partners, LLC), and $50,000 to Dr. Zeldis (See Note 13). Sport Defense Acquisition On May 29, 2020, the Company entered into a Membership Interest Purchase Agreement whereby the Company purchased all of the outstanding equity securities of Sport Defense LLC., Adam Levy, the Company’s Chief Executive Officer and Chief Financial Officer, and Nachum Stein, a member of the Company’s Board of Directors (the “Board”), were each members of Sport Defense and part of the Sellers. Mr. Levy received 44,197 of the shares and Mr. Stein received 91,072 of the shares (See Note 4). Advances Dr. Jerome Zeldis, a member of the Company Board, has an outstanding balance due of $30,000 for services as of December 31, 2020. The fees were paid in March, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 16. Income Taxes The Company has established a full valuation allowance for its deferred tax assets based on management’s belief that it is not more likely than not that the related deferred tax assets will be realized. For the years ended December 31, 2021 and 2020, there was no income tax expense or benefit. At December 31, 2021 and December 31, 2020, the Company had no recorded tax liabilities for uncertain tax positions. The Company does not expect any significant changes to the estimate amount of liabilities associated with uncertain tax positions in the next 12 months. Pursuant to the Spin-off, the Company and Alliqua BioMedical, Inc. entered into a Tax Matters Agreement to provide for the payment of tax liabilities and entitlement of refunds; allocation of the responsibility for, and cooperation in, filing of tax returns; and other matters relating to taxes for the pre- and post-Spin-off periods. Prior to the consummation of the Spin-Off, NexGel’s operating results were included in Adynxx consolidated U.S. federal and state income tax returns. For the purposes of the Company’s Consolidated and Combined Financial Statements for periods prior to the Separation, income tax expense and deferred tax balances have been recorded as if the Company filed tax returns on a standalone basis separate from Adynxx. The Separate Return Method applies the accounting guidance for income taxes to the standalone financial statements as if the Company was a separate taxpayer and a standalone enterprise prior to the separation from Adynxx. The income tax (benefit) provision consists of the following: For The Years Ended December 31 2021 2020 Federal: Current $ — $ — Deferred — — State and local: Current — — Deferred — — Income tax provision $ — $ — Company has established a full valuation allowance for its deferred tax assets based on management’s belief that it is not more likely than not that the related deferred tax assets will be realized. For the years ended December 31, 2021 and 2020, the expected tax benefit based on the statutory rate reconciled with the actual benefit is as follows: For The Years Ended December 31, 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % State tax rate, net of federal benefit 5.3 % 5.3 % Permanent differences Non-deductible expenses (10.5) % (1.3) % State tax change 0.0 % 0.0 % Timing differences 0.6 % 0.0 % Change in valuation allowance (16.4) % (25.0) % Income tax provision 0.0 % 0.0 % For the years ended December 31, 2021 and 2020, differences between the expected tax expense based on the federal statutory rate and the actual tax expense is primarily attributable to losses for which no benefit is recognized. As of December 31, 2021 and 2020, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 3,165 $ 2,494 Intangible Assets — — Other 4 3 Total deferred tax assets 3,169 2,497 Valuation allowance (3,169) (2,382) Deferred tax assets, net of valuation allowance $ — $ 115 Deferred tax liabilities: Property and equipment, net — (115) Total deferred tax liabilities — (115) Net deferred tax liabilities $ — $ — The deferred tax assets associated with net operating losses included in the table above reflect proforma net operating losses as if the Company were a separate taxpayer during the periods presented. As of December 31, 2021 and 2020, reported approximately $12.6 million and $10.0 million of federal NOL carryovers, respectively, which begin to expire in 2029 and through 2036. Similarly, the subsidiary’s Pennsylvania state returns reported state NOL carryovers of approximately $12.6 million and $10 million, as of December 31, 2021 and 2020, respectively. However, these loss carryforwards on a separate company basis may be subject to limitations on the amounts that may be utilized pursuant to Internal Revenue Code section 382 and applicable state law. Section 382 imposes significant limitations on the utilization of net operating losses after certain changes of corporate ownership. The Company will need to determine the amount of loss carryforwards that may be utilized in the future as necessary. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the future generation of taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance against net deferred tax assets at December 31, 2021 and 2020 because management has determined that it is more likely than not that these deferred tax assets will not be realized. The Company is subject to taxation in the U.S. and various states. Based on the history of net operating losses all jurisdictions and tax years are open for examination until the operating losses are utilized or the statute of limitations expires. As of December 31, 2021 and 2020, the Company does not have any significant uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 17. Commitments and Contingencies Litigation The Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Management is not currently aware of any matters that will have a material effect on the financial position, results of operations, or cash flows of the Company. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2021 | |
Concentrations of Risk | |
Concentrations of Risk | 18. Concentrations of Risk The Company’s revenues are concentrated in a small group of customers with some individually having more than 10% of total revenues. Revenues from three customers that exceeded 10% of total revenues for the year ended December 31, 2021 were 15%, 14%, and 13%. The accounts receivable from the top three customers were 45%, 12%, and 8% as well as 20% from one other customer of the total accounts receivable as of December 31, 2021. Revenues from three customers that exceeded 10% of total revenues for the year ended December 31, 2020 were 45%, 22%, and 11%. The accounts receivable from the top three customers were 57%, 0%, and 0% as well as 12% from one other customer of the total accounts receivable as of December 31, 2020. The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. Cash balances are maintained principally at major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. From time to time, cash balances may exceed the FDIC insurance limit. The Company has not experienced any credit losses associated with its cash balances in the past. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events. | |
Subsequent Events | 19. Subsequent Events On March 11, 2021, the Company entered into a securities purchase agreement with Auctus Fund, LLC, a Delaware limited liability company (“Auctus”), pursuant to which the Company issued to Auctus a senior secured convertible promissory note in the principal amount of $1,500,000 with a one-year term (the “Auctus Note”). The Auctus Note was fully repaid by the Company, including all principle and interest, on March 15, 2022 which thereby extinguished the Auctus Note in its entirety. |
Significant Accounting Polici_2
Significant Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies and Estimates | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions include allowance for doubtful accounts, inventory reserves, deferred taxes, share-based compensation and related valuation allowances and fair value of long-lived assets. Actual results could differ from the estimates. |
Cash | Cash Cash include cash on hand and highly liquid investments having an original maturity of three months or less. |
Accounts receivable, net | Accounts receivable, net Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company evaluates the collectability of accounts receivable and records a provision to the allowance for doubtful accounts based on factors including the length of time the receivables are past due, the current business environment and the Company’s historical experience. Provisions to the allowances for doubtful accounts are recorded in selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. The allowance for doubtful accounts was $4 thousand as of December 31, 2021 and $1 thousand as of December 31, 2020. |
Inventory and Cost of Goods Sold | Inventory and Cost of Goods Sold Inventory is stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. The Company evaluates inventories for excess quantities, obsolescence, and shelf-life expiration. This evaluation includes an analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, and a review of the shelf-life expiration dates for products. These factors determine when, and if, the Company adjusts the carrying value of inventory to estimated net realizable value. The balance is made up of raw materials, work-in-progress, and finished goods of $178 thousand, $88 thousand, and $25 thousand on December 31, 2021, respectively, and the balance was made up of raw materials, work-in-progress, and finished goods of $190 thousand, $22 thousand, and $21 thousand on December 31, 2020, respectively. As a contract manufacturer, the Company builds its products based on customer orders and immediately ships the products upon completion of the production process. The “Cost of goods sold” line item in the consolidated statements of income is comprised of the book value of inventory sold to customers during the reporting period. When circumstances dictate that we use net realizable value as the basis for recording inventory, we base our estimates on expected future selling prices less expected disposal costs. |
Research and Development Expenses | Research and Development Our research and development activities focus on new and innovative products designed to support revenue growth. Research and development expenses consist primarily of contracted development and testing efforts associated with development of products. |
Shipping and Handling Revenue and Expense | Shipping and Handling Revenue and Expense Shipping and handling revenue and expense are included in our consolidated statements of operations in Revenue, net. This is primarily through shipping fees incurred in the Amazon marketplace. |
Property and equipment, net | Property and equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization. Depreciation is provided over the assets’ useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repairs and maintenance costs are expensed as incurred. Management periodically assesses the estimated useful life over which assets are depreciated or amortized. If the analysis warrants a change in the estimated useful life of property and equipment, management will reduce the estimated useful life and depreciate or amortize the carrying value prospectively over the shorter remaining useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the period of disposal and the resulting gains and losses are included in the results of operations during the same period. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 31, and whenever indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. The Company performed the annual assessment and concluded it is more likely than not that the fair value exceeds the carrying value. |
Impairment of Long-lived assets | Impairment of Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets is recorded at historical cost and is primarily made up of $23 thousand and $16 thousand of prepaid insurance, and $54 thousand and $9 thousand general prepaid expenses and other current assets in the years ended December 31, 2021 and 2020 respectively. |
Other Assets | Other Assets Other Assets is recorded at historical costs, and as of December 31, 2021 and 2020, the balance is entirely made up of spare parts for manufacturing equipment. Other assets are stated at cost and are not subject to depreciation, until such time that they are placed into service and the part that is being replaced is disposed. |
Fair value measurements | Fair value measurements The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair values that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: Level 1 Level 2 Level 3 The Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable, notes payable and convertible notes payable) in the balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments. |
Warrant Liability | Warrant Liability Warrants to purchase common stock were issued in connection with equity financing raises, which occurred on September 2, 2021, March 11, 2021, February 3, 2021, December 24, 2020, March 18, 2020, September 10, 2019 and November 6, 2019. The fair values of the warrants are estimated as of the date of issuance and again at each period end using a Black-Scholes option valuation model. At issuance, the fair value of the warrant is recognized as an equity issuance cost within additional paid-in-capital. Fair value adjustments to the warrant liability are recognized in other income (expense) in the statements of operations. |
Revenue recognition | Revenue recognition On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company recognizes revenue predominately from one type of revenue, contract manufacturing. Revenue from contract manufacturing is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time the customer receives the product. The Company’s customers consist of other life sciences companies and revenues are concentrated in the United States. Payment terms vary by the type and location of customer and may differ by jurisdiction and customer but payment is generally required in a term ranging from 30 to 60 days from date of shipment. Estimates for product returns, allowances and discounts are recorded as a reduction of revenue and are established at the time of sale. Returns are estimated through a comparison of historical return data and are determined for each product and adjusted for known or expected changes in the marketplace specific to each product, when appropriate. Historically, sales return provisions have not been material. Amounts accrued for sales allowances and discounts are based on estimates of amounts that are expected to be claimed on the related sales and are based on historical data. Payments for allowances and discounts have historically been immaterial. Disaggregated revenue by sales type: Year Ended December 31, 2021 2020 Contract manufacturing $ 767 $ 615 Custom and white label finished goods manufacturing 492 — NexGel branded consumer products 194 42 Other 98 17 Total $ 1,551 $ 674 As of December 31, 2021 and 2020, the Company did not have any contract assets or contract liabilities from contracts with customers. As of December 31, 2021 and December 31, 2020, there were no remaining performance obligations that the Company had not satisfied. |
Share-based compensation | Share-based compensation On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), restricted stock units, performance awards, dividend equivalent rights and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company. The Company initial reserved a total of 57,143 shares of the Company’s common stock for awards under the 2019 Plan. Effective as of May 26, 2020, the Board approved an increase of the number of authorized shares of common stock reserved under the 2019 Plan from 57,143 shares of common stock to 485,714 shares of common stock all of which may be delivered pursuant to incentive stock options. Subject to adjustments pursuant to the 2019 Plan, the maximum number of shares of common stock with respect to which stock options or SARs may be granted to an executive officer during any calendar year is 14,285 shares of common stock. The Company’s 2019 Long-Term Incentive Plan provides certain employees, contractors, and outside directors with share-based compensation in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting. Forfeitures are accounted for when they occur. In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting Compensation - Stock Compensation |
Income taxes | Income taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. |
Leases | Leases ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. |
Segment reporting | Segment reporting The Company operates in one business segment as a contract manufacturer of aqueous polymer hydrogels. As a result, the Company’s operations are a single reportable segment, which is consistent with the Company’s internal management reporting. |
Comprehensive loss | Comprehensive loss Comprehensive loss consists of net loss and changes in equity during a period from transactions and other equity and circumstances generated from non-owner sources. The Company’s net loss equals comprehensive loss for all periods presented, |
Recently Adopted and Issued Accounting Standards | Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. 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. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company's fiscal year beginning March 1, 2023 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 requires any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. We adopted ASU 2017-04 effective March 1, 2020 (the first quarter of our 2021 fiscal year). In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt ASU 2019-12 effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. |
Description of Business, the _2
Description of Business, the Spin-off and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business, the Spin-off and Basis of Presentation. | |
Schedule of net liabilities assumed pursuant to Spin-Off and in exchange | Pursuant to the Spin-Off and in exchange for the 143,006 shares of common stock, NexGel assumed the following net liabilities from Parent as of June 21, 2019 ($ in thousands): Assets: Cash $ 186 Accounts receivable, net 72 Inventory 140 Prepaid expenses and other current assets 101 Property and equipment, net 155 Operating lease - right of use asset 976 Other assets 178 Total assets 1,808 Liabilities: Accounts payable (496) Accrued expenses and other current liabilities (395) Operating lease liability (976) Total liabilities (1,867) Net liabilities assumed in Spin-Off on June 21, 2019 $ (59) |
Significant Accounting Polici_3
Significant Accounting Policies and Estimates (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies and Estimates | |
Disaggregated revenue by sales | Year Ended December 31, 2021 2020 Contract manufacturing $ 767 $ 615 Custom and white label finished goods manufacturing 492 — NexGel branded consumer products 194 42 Other 98 17 Total $ 1,551 $ 674 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition | |
Schedule of preliminary analysis for the Sport Defense acquisition | Provisional Purchase Consideration at preliminary fair value: Purchase price $ 375 Amount of consideration $ 375 Assets acquired and liabilities assumed at preliminary fair value Inventories 21 Product/Technology related intangibles 31 Marketing related intangibles 8 Customer related intangibles 17 Accounts payable and accrued expenses (13) Other liabilities — Net tangible assets acquired $ 64 Total net assets acquired $ 64 Consideration paid 375 Preliminary goodwill $ 311 |
Schedule of unaudited pro-forma results of operations | For the Year Ended December 31, 2021 2020 Revenues, net $ 1,551 $ 691 Net loss allocable to common shareholders $ (4,310) $ (2,254) Net loss per share $ (1.46) $ (0.03) Weighted average number of shares outstanding 2,942,057 2,477,359 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of future minimum lease payments, excluding expense reimbursements, under noncancelable operating leases | The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of December 31, 2021 ($ in thousands): Operating Lease Maturity of Lease Liability Liability 2022 $ 207 2023 207 2024 207 2025 207 2026 263 Thereafter 1,165 Total undiscounted operating lease payments $ 2,256 Less: Imputed interest (305) Present value of operating lease liability $ 1,951 Weighted average remaining lease term 9.1 years Weighted average discount rate 3.0 % |
Schedule of Summary of supplemental cash flows information related to leases | Supplemental cash flows information related to leases was as follows ($ in thousands): December 31, 2021 Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 207 Right-of-use asset obtained in exchange for lease obligation: Operating lease $ 2,050 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Schedule of inventories | Inventory consists of the following ($ in thousands): December 31, December 31, 2021 2020 Raw materials $ 178 $ 190 Work-in-progress 88 22 Finished goods 25 21 291 233 Less: Inventory reserve for excess and slow moving inventory — — Total $ 291 $ 233 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | Property and equipment consist of the following ($ in thousands): Useful Life December 31, December 31, (Years) 2021 2020 Machinery and equipment 3 - 10 $ 940 $ 2,894 Office furniture and equipment 3 - 10 50 49 Leasehold improvements 6 228 228 Construction in progress N/A — 461 1,218 3,632 Less: accumulated depreciation and amortization (495) (3,079) Property and equipment, net $ 723 $ 553 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Schedule of identifiable intangible assets | December 31, December 31, 2021 2020 Product/Technology Related Identifiable intangible assets, gross $ 31 $ 31 Accumulated amortization (16) (6) Product/Technology Related identifiable intangible assets, net 15 25 Marketing Related Customer related intangible asset, gross 17 17 Tradename related intangible asset, gross 7 7 Accumulated amortization (6) (2) Marketing related identifiable intangible assets, net 18 22 Total Identifiable intangible assets, net $ 33 $ 47 |
Schedule of estimated annual amortization expense | As of December 31, 2021, the estimated annual amortization expense for each of the next five fiscal years is as follows: 2022 $ 14 2023 8 2024 2 2025 2 2026 2 Thereafter 5 Total $ 33 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following ($ in thousands): December 31, December 31, 2021 2020 Salaries, benefits, and incentive compensation $ 54 $ 43 Professional fees — — Other 8 47 Total accrued expenses and other current liabilities $ 62 $ 90 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock. | |
Summary of reserved of common stock for issuance | At December 31, 2021, the Company has reserved common stock for issuance in relation to the following: Share-based compensation plan 434,939 Warrants to purchase common stock 3,637,190 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Schedule of information about 2019 plan | The following table contains information about the 2019 Plan as of December 31, 2021: Awards Awards Reserved for Awards Available for Issuance Issued Grant 2019 Plan 571,429 434,939 136,490 |
Schedule of incentive stock option activity | The following table summarizes the Company’s incentive stock option activity and related information for the period ended December 31, 2021: Weighted Weighted Average Average Contractual Number of Exercise Term in Options Price Years Outstanding at January 1, 2020 28,576 1.873375 9.6 Granted 363,028 $ 1.0185 10.0 Exercised — — — Forfeited — — — Cancelled — — — Expired — — — Outstanding at December 31, 2020 391,604 $ 0.97076 9.32 Granted 90,478 $ 3.960526 10.00 Exercised (7,183) 1.75 — Forfeited — — — Cancelled (39,960) 1.49975 — Expired — — — Outstanding at December 31, 2021 434,939 $ 1.675747 8.56 Exercisable at December 31, 2021 291,364 $ 1.331957 8.43 |
Schedule of assumptions used in share-based compensation | Volatility 171.12%-183.48 % Risk-free interest rate 0.46% - 0.86 % Dividend yield 0.0 % Expected term 5.0 - 5.75 years |
Schedule of restricted stock awards activity | Weighted Average Number of Grant Date Units Fair Value Granted 208,912 $ 0.805 Exercised and converted to common shares (169,388) 0.490 Forfeited — — Outstanding at December 31, 2020 39,524 $ 2.100 Granted — — Exercised and converted to common shares (39,524) 2.100 Forfeited — — Outstanding at December 31, 2021 — $ — Exercisable at December 31, 2021 — $ — |
Summary of common stock warrants | Weighted Weighted Average Average Number of Exercise Contractual Warrants Price Term in Years Outstanding at December 31, 2019 150,000 $ 0.49000 2.81 Granted 60,500 $ 1.7752 5.00 Exercised — — — Forfeited — — — Cancelled — — — Expired — — — Outstanding at December 31, 2020 210,500 $ 0.85938 2.54 Granted 3,426,690 $ 5.42717 4.98 Exercised — — — Forfeited — — — Cancelled — — — Expired — — — Outstanding at December 31, 2021 3,637,190 $ 5.16281 4.63 Exercisable at December 31, 2021 3,637,190 $ 5.16281 4.63 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liability. | |
Schedule of warrant liability | Future Estimated Warrant Time to Calculated Quarterly Exercise Expiration Interest Rate Volatility Maturity fair value Dividend Black -Scholes Assumptions Price Date Stock Price (8) (annual) (9) (annual) (10) (Years) per share per share (11) September 2, 2021 (1) $ .0525 September 2, 2026 $ 3.50 0.78 % 182.74 % 5.0 $ 0.3325 $ — March 11, 2021 (2) $ 4.375 – 5.25 March 11, 2026 $ 3.50 0.17 % 172.54 % 5.0 $ 0.3325 - 0.0329 $ — February 3, 2021 (3) $ 2.80 February 3, 2024 $ 2.80 0.18 % 171.71 % 3.0 $ 2.417461 $ — December 24, 2020 (4) $ 2.80 December 24, 2023 $ 2.80 0.17 % 172.54 % 3.0 $ 2.422658 $ — March 18, 2020 (5) $ 1.40 March 18, 2023 $ 1.40 0.66 % 137.41 % 3.0 $ 1.075547 $ — September 10, 2019 (6) $ 0.49 September 10, 2022 $ 0.49 1.61 % 139.84 % 3.0 $ 0.38185 $ — November 6, 2019 (7) $ 0.49 November 6, 2022 $ 0.49 1.60 % 138.48 % 3.0 $ 0.38255 $ — Significant inputs into the model at the reporting period measurement dates are as follows: Future Estimated Warrant Time to Calculated Quarterly Exercise Expiration Interest Rate Volatility Maturity fair value Dividend Black-Scholes Assumptions Price Date Stock Price (8) (annual) (9) (annual) (10) (Years) per share per share (11) December 31, 2021 (1) $ .0525 September 2, 2026 $ 3.50 0.98 % 205.16 % 4.67 $ 0.0968371 $ — December 31, 2021 (2) $ 4.375 – 5.25 March 11, 2026 $ 3.50 0.98 % 205.16 % 4.19 $ 0.096101 - 0.0957467 $ — December 31, 2021 (3) $ 2.80 February 3, 2024 $ 2.80 0.28 % 205.16 % 2.09 $ 0.0690620 $ — December 31, 2021 (4) $ 2.80 December 24, 2023 $ 2.80 0.28 % 205.16 % 1.98 $ 0.0681813 $ — December 31, 2021 (5) $ 1.40 March 18, 2023 $ 1.40 0.28 % 205.16 % 1.21 $ 0.0296661 $ — December 31, 2021 (6) $ 0.49 September 10, 2022 $ 0.49 0.09 % 205.16 % 0.69 $ 0.0091855 $ — December 31, 2021 (7) $ 0.49 November 6, 2022 $ 0.49 0.19 % 205.16 % 0.85 $ 0.0085006 $ — Future Estimated Warrant Interest Time to Calculated Quarterly Exercise Expiration Stock Rate Volatility Maturity fair value Dividend Black-Scholes Assumptions Price Date Price (8) (annual) (9) (annual) (10) (Years) per share per share (11) December 31, 2020 (4) $ 2.80 December 24, 2020 $ 2.80 0.17 % 172.38 % 2.98 $ 2.422658 $ — December 31, 2020 (5) $ 1.40 March 18, 2023 $ 1.40 0.13 % 172.38 % 2.21 $ 1.075547 $ — December 31, 2020 (6) $ 0.49 September 10, 2022 $ 0.49 0.13 % 172.38 % 1.85 $ 0.38185 $ — December 31, 2020 (7) $ 0.49 November 6, 2022 $ 0.49 1.13 % 172.38 % 1.69 $ 0.3825 $ — (1) Based on the terms provided in the warrant agreement related to the issuance of common stock of on September 2 nd , 2021 (2) Based on the terms provided in the warrant agreement related to the issuance of common stock of on March 11 th , 2021 (3) Based on the terms provided in the warrant agreement related to the issuance of common stock of on February 3 rd , 2021 (4) Based on the terms provided in the warrant agreement related to the issuance of common stock of on December 24 th , 2020 (5) Based on the terms provided in the warrant agreement related to the issuance of common stock of on March 18 th , 2020 (6) Based on the terms provided in the warrant agreement related to the issuance of common stock of on September 10 th , 2019 (7) Based on the terms provided in the warrant agreement related to the issuance of common stock of on November 6 th , 2019 (8) Based on the observable transaction value of common stock of per the most recent stock issuance financing agreements. (9) Interest rate for U.S. Treasury Bonds, as of the issuance dates and each presented period ending date, as published by the U.S. Federal Reserve. (10) Based on the historical daily volatility of Guideline Public Companies and each presented period ending date. (11) Current estimated dividend payments beyond initial four quarters. At a future date, the company will review the working capital needs and make a final determination of any future dividend payments. The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Warrants Fair Value Warrant Liability Outstanding per Share Fair Value Fair Value at initial measurement date of 12/31/19 150,000 $ 0.38185 $ 56 Fair Value at initial measurement dates 51,572 $ 1.2656 $ 65 Change in fair value of warrant liability 2 Fair Value as of period ending 12/31/2020 201,572 $ 123 Fair Value at initial measurement dates 63,733 $ 3.2097 $ 203 Change in fair value of warrant liability (8) Fair Value as of period ending 12/31/2021 265,305 $ 318 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of income tax (benefit) provision | For The Years Ended December 31 2021 2020 Federal: Current $ — $ — Deferred — — State and local: Current — — Deferred — — Income tax provision $ — $ — |
Schedule of expected tax benefit based on the statutory rate reconciled | For The Years Ended December 31, 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % State tax rate, net of federal benefit 5.3 % 5.3 % Permanent differences Non-deductible expenses (10.5) % (1.3) % State tax change 0.0 % 0.0 % Timing differences 0.6 % 0.0 % Change in valuation allowance (16.4) % (25.0) % Income tax provision 0.0 % 0.0 % |
Schedule of deferred tax assets consisted of the effects of temporary differences | As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 3,165 $ 2,494 Intangible Assets — — Other 4 3 Total deferred tax assets 3,169 2,497 Valuation allowance (3,169) (2,382) Deferred tax assets, net of valuation allowance $ — $ 115 Deferred tax liabilities: Property and equipment, net — (115) Total deferred tax liabilities — (115) Net deferred tax liabilities $ — $ — |
Description of Business, the _3
Description of Business, the Spin-off and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Nov. 29, 2021 | Apr. 22, 2019shares | Dec. 31, 2021USD ($)$ / shares | Dec. 27, 2021$ / shares | Dec. 31, 2020USD ($)$ / shares | May 29, 2020$ / shares | Jun. 21, 2019USD ($) |
Description of Business, the Spin-off and Basis of Presentation | |||||||
Reverse stock split ratio | 0.029 | ||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Assets: | |||||||
Cash | $ 13,350 | $ 32 | |||||
Accounts receivable, net | 209 | 73 | |||||
Inventory, net | 291 | 233 | |||||
Prepaid expenses and other current assets | 77 | 25 | |||||
Property and equipment, net | 723 | 553 | |||||
Operating lease - right of use asset | 1,926 | 805 | |||||
Other assets | 63 | 178 | |||||
Total assets | 16,983 | 2,257 | |||||
Liabilities: | |||||||
Accounts payable | (254) | (658) | |||||
Accrued expenses and other current liabilities | (62) | (90) | |||||
Operating lease liability - current | (207) | (207) | |||||
Long-term operating lease liability | (1,744) | (598) | |||||
Total liabilities | $ (4,898) | $ (2,186) | |||||
The Spin-Off | |||||||
Description of Business, the Spin-off and Basis of Presentation | |||||||
Number of shares received by holder of each common stock | shares | 1 | ||||||
Shares distributed | shares | 143,006 | ||||||
Assets: | |||||||
Cash | $ 186 | ||||||
Accounts receivable, net | 72 | ||||||
Inventory, net | 140 | ||||||
Prepaid expenses and other current assets | 101 | ||||||
Property and equipment, net | 155 | ||||||
Operating lease - right of use asset | 976 | ||||||
Other assets | 178 | ||||||
Total assets | 1,808 | ||||||
Liabilities: | |||||||
Accounts payable | (496) | ||||||
Accrued expenses and other current liabilities | (395) | ||||||
Operating lease liability - current | (976) | ||||||
Total liabilities | (1,867) | ||||||
Net liabilities assumed in Spin-Off on June 21, 2019 | $ (59) |
Going Concern (Details)
Going Concern (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 29, 2020 |
Going Concern | ||||
Cash | $ 13,350 | |||
Net loss | 4,310 | $ 2,264 | ||
Net cash used in operating activities | 2,753 | $ 1,801 | ||
Working capital deficit | $ 11,040 | |||
Number of units sold | 2,585,000 | |||
Purchase price, per unit | $ 5.50 | |||
Exercise price | 5.50 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Net proceeds | $ 13,200 | $ 13,471 | $ 1,370 |
Significant Accounting Polici_4
Significant Accounting Policies and Estimates (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($) | May 26, 2020shares | May 25, 2020shares | May 03, 2020shares | Aug. 28, 2019shares | |
Allowance for doubtful accounts | $ 4 | $ 1 | ||||
Raw materials | 178 | 190 | ||||
Work-in-progress | 88 | 22 | ||||
Finished goods | 25 | 21 | ||||
prepaid insurance | 23 | 16 | ||||
General prepaid expenses | 54 | 9 | ||||
Remaining performance obligations | 0 | 0 | ||||
Warrants issued for equity raising costs | 65 | |||||
Proceeds from issuance of convertible promissory notes | $ 2,957 | $ 100 | ||||
Number of operating segments | segment | 1 | |||||
2019 Plan | ||||||
Common stock reserved for issuance | shares | 571,429 | 57,143 | 2,000,000 | 485,714 | 57,143 | |
Number of shares available for grant | shares | 434,939 | 17,000,000 | ||||
2019 Plan | Executive officer | ||||||
Number of shares available for grant | shares | 14,285 | 500,000 |
Significant Accounting Polici_5
Significant Accounting Policies and Estimates - Disaggregated revenue by sales (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies and Estimates | ||
Contract manufacturing | $ 767 | $ 615 |
Custom and white label finished goods manufacturing | 492 | |
Nexgel branded consumer products | 194 | 42 |
Other | 98 | 17 |
Total | $ 1,551 | $ 674 |
Acquisition (Details)
Acquisition (Details) - USD ($) | May 29, 2020 | Dec. 31, 2021 | Dec. 27, 2021 | Dec. 31, 2020 |
Provisional Purchase Consideration at preliminary fair value: | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Sports Defense LLC | ||||
Provisional Purchase Consideration at preliminary fair value: | ||||
Purchase price | $ 375 | |||
Issuance of common stock for acquisition (in shares) | 9,375,000 | |||
Share purchase price | $ 0.04 | |||
Net assets acquired | $ 375,000 | |||
Mr. Levy | Sports Defense LLC | ||||
Provisional Purchase Consideration at preliminary fair value: | ||||
Issuance of common stock for acquisition (in shares) | 1,546,875 | |||
Director Member | ||||
Provisional Purchase Consideration at preliminary fair value: | ||||
Issuance of common stock for acquisition (in shares) | 3,187,500 |
Acquisition - Preliminary Analy
Acquisition - Preliminary Analysis (Details) - USD ($) | May 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets acquired and liabilities assumed at preliminary fair value | |||
Preliminary goodwill | $ 311,000 | $ 311,000 | |
Sports Defense LLC | |||
Provisional Purchase Consideration at preliminary fair value: | |||
Purchase price | $ 375 | ||
Consideration paid | 375 | ||
Assets acquired and liabilities assumed at preliminary fair value | |||
Inventories | 21 | ||
Accounts payable and accrued expenses | (13) | ||
Net tangible assets acquired | 64 | ||
Total net assets acquired | 64 | ||
Consideration paid | 375 | ||
Preliminary goodwill | 311 | ||
Sports Defense LLC | Product/Technology Related | |||
Assets acquired and liabilities assumed at preliminary fair value | |||
Intangibles | 31 | ||
Sports Defense LLC | Marketing-Related | |||
Assets acquired and liabilities assumed at preliminary fair value | |||
Intangibles | 8 | ||
Sports Defense LLC | Customer Related | |||
Assets acquired and liabilities assumed at preliminary fair value | |||
Intangibles | $ 17 |
Acquisition - Pro-forma Results
Acquisition - Pro-forma Results (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisition | ||
Revenues, net | $ 1,551 | $ 691 |
Net loss allocable to common shareholders | $ (4,310) | $ (2,254) |
Net loss per share | $ (1.46) | $ (0.03) |
Weighted average number of shares outstanding | 2,942,057 | 2,477,359 |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Future minimum lease payments, excluding expense reimbursements, under noncancelable operating leases | |
2022 | $ 207 |
2023 | 207 |
2024 | 207 |
2025 | 207 |
2026 | 263 |
Thereafter | 1,165 |
Total undiscounted operating lease payments | 2,256 |
Less: Imputed interest | (305) |
Present value of operating lease liability | $ 1,951 |
Weighted average remaining lease term | 9 years 1 month 6 days |
Weighted average discount rate | 3.00% |
Leases - Supplemental cash flow
Leases - Supplemental cash flows information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases | |
Operating cash flows from operating lease | $ 207 |
Operating lease | $ 2,050 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
operating lease expense | $ 207 | $ 207 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory, net | ||
Raw materials | $ 178 | $ 190 |
Work-in-progress | 88 | 22 |
Finished goods | 25 | 21 |
Inventory, Gross | 291 | 233 |
Less: Inventory reserve for excess and slow moving inventory | 0 | 0 |
Total | $ 291 | $ 233 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,218 | $ 3,632 |
Less: accumulated depreciation and amortization | (495) | (3,079) |
Property and equipment, net | 723 | 553 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 940 | 2,894 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 10 years | |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 50 | 49 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 10 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 6 years | |
Property and equipment | $ 228 | 228 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 0 | $ 461 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | ||
Depreciation and Amortization | $ 99 | $ 42 |
Intangible Assets - Breakdown o
Intangible Assets - Breakdown of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 33 | $ 47 |
Product/Technology Related | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, gross | 31 | 31 |
Accumulated amortization | (16) | (6) |
Total | 15 | 25 |
Marketing-Related | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | (6) | (2) |
Total | 18 | 22 |
Customer Related | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, gross | 17 | 17 |
Marketing Related - Tradename related intangible asset | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, gross | $ 7 | $ 7 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - Technology related and Customer related intangibles - Sports Defense LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangibles | $ 55 | |
Expected life | 4 years 6 months | |
Amortization expense | $ 14 | $ 8 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets | ||
2022 | $ 14 | |
2023 | 8 | |
2024 | 2 | |
2025 | 2 | |
2026 | 2 | |
Thereafter | 5 | |
Total | $ 33 | $ 47 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities | ||
Salaries, benefits and incentive compensation | $ 54 | $ 43 |
Professional fees | 0 | 0 |
Other | 8 | 47 |
Total accrued expenses and other current liabilities | $ 62 | $ 90 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | Dec. 27, 2021$ / sharesshares | Nov. 29, 2021 | Oct. 27, 2021$ / sharesshares | Oct. 10, 2020$ / shares | Feb. 17, 2020USD ($)$ / sharesshares | Feb. 10, 2020shares | Nov. 30, 2020shares | Aug. 14, 2020USD ($)$ / sharesshares | Mar. 20, 2020USD ($)$ / sharesshares | Dec. 24, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 02, 2021$ / sharesshares | May 29, 2020$ / shares | May 26, 2020shares | May 25, 2020shares | Feb. 09, 2020shares |
Class of Stock [Line Items] | ||||||||||||||||||
Number of units sold | 2,585,000 | |||||||||||||||||
Purchase price, per unit | $ / shares | $ 5.50 | |||||||||||||||||
Exercise price | $ / shares | 5.50 | |||||||||||||||||
Common stock, par value | $ / shares | 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Issue price per share | $ / shares | $ 5.50 | |||||||||||||||||
Aggregate purchase price | $ | $ 13,471,000 | $ 1,370,000 | ||||||||||||||||
Authorized shares of common stock | 3,000,000,000 | 750,000,000 | 750,000,000 | 3,000,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Reverse stock split ratio | 0.029 | |||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 39,924 | |||||||||||||||||
Exercised and converted to common shares | (39,524) | (169,388) | ||||||||||||||||
Restricted stock award | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Granted | $ / shares | $ 2.10 | |||||||||||||||||
Restricted stock award | Mr. Levy | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exercised and converted to common shares | (169,388) | (169,397) | ||||||||||||||||
2019 | Director Member | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Aggregate purchase price | $ | $ 40,000 | |||||||||||||||||
Share Based Compensation Award Tranche One Member | 2019 | Director Member | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.50% | |||||||||||||||||
Number of options granted | 81,633 | |||||||||||||||||
Granted | $ / shares | $ 0.49 | |||||||||||||||||
Vesting in equal installments on June 2020 and September 2020 | 2019 | Director Member | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.50% | |||||||||||||||||
Investor Private Placement Offering | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Purchase price, per unit | $ / shares | $ 2.10 | $ 1.40 | $ 2.80 | $ 2.80 | ||||||||||||||
Exercise price | $ / shares | 1.40 | $ 5.25 | ||||||||||||||||
Number of additional warrants issued | 1 | 308,571 | ||||||||||||||||
Issue price per share | $ / shares | $ 2.10 | $ 1.40 | $ 2.80 | $ 2.80 | ||||||||||||||
Issuances of common stock, net of issuance costs (in shares) | 188,143 | 442,858 | 126,786 | 101,800 | ||||||||||||||
Aggregate purchase price | $ | $ 395,100 | $ 620,000 | $ 355,000 | $ 285,000 | ||||||||||||||
Percentage of fee equal to gross proceeds and warrants | 6.00% | |||||||||||||||||
Percentage of shares issuable to warrant holders based on the number of shares issued to investors | 10.00% | |||||||||||||||||
Warrants exercisable term | 3 years | 5 years | ||||||||||||||||
IPO | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of units sold | 2,585,000 | |||||||||||||||||
Purchase price, per unit | $ / shares | $ 5.50 | |||||||||||||||||
Exercise price | $ / shares | $ 5.50 | |||||||||||||||||
Additional shares of common stock issued | 387,750 | |||||||||||||||||
Number of additional warrants issued | 387,750 | |||||||||||||||||
Additional number of days | 45 days | |||||||||||||||||
Issue price per share | $ / shares | $ 5.50 | |||||||||||||||||
Additional shares issued on common stock | 387,750 | |||||||||||||||||
Underwriter | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of additional warrants issued | 387,750 | |||||||||||||||||
Minimum | Investor Private Placement Offering | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Reverse stock split ratio | 0.03 | |||||||||||||||||
Maximum | Investor Private Placement Offering | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Reverse stock split ratio | 0.01 |
Common Stock - Common stock res
Common Stock - Common stock reserved for issuance (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Common Stock. | |
Share-based compensation plan | 434,939 |
Warrants to purchase common Stock | 3,637,190 |
Share-based Compensation - 2019
Share-based Compensation - 2019 Plan (Details) - 2019 Plan - shares | Aug. 28, 2019 | Dec. 31, 2021 | May 26, 2020 | May 25, 2020 | May 03, 2020 |
Share-based Compensation | |||||
Common stock reserved for issuance | 57,143 | 571,429 | 57,143 | 2,000,000 | 485,714 |
Awards Issued | 17,000,000 | 434,939 | |||
Awards Available for Grant | 2,000,000 | 136,490 |
Share-based Compensation - Opti
Share-based Compensation - Option activity (Details) - Incentive stock options - 2019 Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Outstanding Beginning Balance | 391,604 | 28,576 | |
Granted | 90,478 | 363,028 | |
Exercised | (7,183) | ||
Cancelled | (39,960) | ||
Outstanding Ending Balance | 434,939 | 391,604 | 28,576 |
Exercisable at June 30, 2021 | 291,364 | ||
Weighted Average Exercise Price | |||
Outstanding Beginning Balance | $ 0.97076 | $ 1.873375 | |
Granted | 3.960526 | 1.0185 | |
Exercised | 1.75 | ||
Cancelled | 1.49975 | ||
Outstanding Ending Balance | 1.675747 | $ 0.97076 | $ 1.873375 |
Exercisable at June 30, 2021 | $ 1.331957 | ||
Weighted Average Contractual Term in Years | |||
Granted | 10 years | 10 years | |
Outstanding Balance | 8 years 6 months 21 days | 9 years 3 months 25 days | 9 years 7 months 6 days |
Exercisable at June 30, 2021 | 8 years 5 months 4 days |
Share-based Compensation - Assu
Share-based Compensation - Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate - Minimum | 0.46% |
Risk-free interest rate - Maximum | 0.86% |
Dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 171.12% |
Expected term | 5 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 183.48% |
Expected term | 5 years 9 months |
Share-based Compensation - Rest
Share-based Compensation - Restrictive stock awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2021 | Feb. 17, 2020 | Nov. 30, 2020 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Number of Units | ||||||
Granted | 208,912 | |||||
Exercised and converted to common shares | (39,524) | (169,388) | ||||
Outstanding | 39,524 | |||||
Weighted Average Grant Date Fair Value | ||||||
Granted | $ 0.805 | |||||
Exercised and converted to common shares | $ 2.100 | 0.490 | ||||
Outstanding | $ 2.100 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 39,924 | |||||
Restricted stock award | ||||||
Weighted Average Grant Date Fair Value | ||||||
Value of awards | $ 83 | |||||
Closing stock price | $ 0.49 | |||||
Stock-based compensation expense | $ 284 | $ 232 | ||||
Restricted stock award | Mr. Levy | ||||||
Number of Units | ||||||
Exercised and converted to common shares | (39,524) | (169,388) | ||||
Mr. Levy | Restricted stock award | ||||||
Number of Units | ||||||
Exercised and converted to common shares | (169,388) | (169,397) |
Share-based Compensation - Warr
Share-based Compensation - Warrants (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Outstanding at beginning of period | 210,500 | 150,000 | |
Granted | 3,426,690 | 60,500 | |
Outstanding at end of period | 3,637,190 | 210,500 | 150,000 |
Exercisable at end of period | 3,637,190 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of period | $ 0.85938 | $ 0.49000 | |
Granted | 5.42717 | 1.7752 | |
Outstanding at end of period | $ 5.16281 | $ 0.85938 | $ 0.49000 |
Exercisable at end of period | $ 5.16281 | ||
Weighted Average Contractual Term in Years | |||
Granted | 4 years 11 months 23 days | 5 years | |
Outstanding at December 31, | 4 years 7 months 17 days | 2 years 6 months 14 days | 2 years 9 months 21 days |
Exercisable at end of period | 4 years 7 months 17 days | ||
Intrinsic value of vested outstanding warrants | $ 372,000 |
Share-based Compensation - Addi
Share-based Compensation - Additional information (Details) | Sep. 02, 2021$ / sharesshares | Mar. 08, 2021$ / sharesshares | Jan. 15, 2021$ / sharesshares | Oct. 10, 2020$ / sharesshares | Feb. 17, 2020USD ($)$ / sharesshares | Aug. 28, 2019shares | Jul. 31, 2021individualemployeeshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 27, 2021$ / shares | May 29, 2020$ / shares | May 26, 2020shares | May 25, 2020shares | May 03, 2020shares |
Share-based Compensation | ||||||||||||||
Aggregate purchase price | $ | $ 13,471,000 | $ 1,370,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Options | ||||||||||||||
Share-based Compensation | ||||||||||||||
Shares awarded | 9,286 | |||||||||||||
Vesting percentage | 10.00% | |||||||||||||
2019 Plan | ||||||||||||||
Share-based Compensation | ||||||||||||||
Number of shares reserved for future issuance | 57,143 | 571,429 | 57,143 | 2,000,000 | 485,714 | |||||||||
Number of shares available for grant | 17,000,000 | 434,939 | ||||||||||||
Shares awarded | 2,000,000 | 136,490 | ||||||||||||
2019 Plan | Options | ||||||||||||||
Share-based Compensation | ||||||||||||||
Shares awarded | 142,858 | |||||||||||||
2019 Plan | Executive officer | ||||||||||||||
Share-based Compensation | ||||||||||||||
Number of shares available for grant | 500,000 | 14,285 | ||||||||||||
2019 Plan | Director Member | ||||||||||||||
Share-based Compensation | ||||||||||||||
Aggregate purchase price | $ | $ 40,000 | |||||||||||||
2019 Plan | Director Member | Share Based Compensation Award Tranche One Member | ||||||||||||||
Share-based Compensation | ||||||||||||||
Vesting percentage | 0.50% | |||||||||||||
Number of options granted | 81,633 | |||||||||||||
Exercise price per share | $ / shares | $ 0.49 | |||||||||||||
2019 Plan | Director Member | Vesting in equal installments on June 2020 and September 2020 | ||||||||||||||
Share-based Compensation | ||||||||||||||
Vesting percentage | 0.50% | |||||||||||||
2019 Long-Term Incentive Plan | Contractor | ||||||||||||||
Share-based Compensation | ||||||||||||||
Vesting percentage | 20.00% | |||||||||||||
2019 Long-Term Incentive Plan | Contractor | Maximum | ||||||||||||||
Share-based Compensation | ||||||||||||||
Vesting percentage | 80.00% | |||||||||||||
2019 Long-Term Incentive Plan | Director Member | ||||||||||||||
Share-based Compensation | ||||||||||||||
Vesting percentage | 0.50% | |||||||||||||
Aggregate purchase price | $ | $ 40,000 | |||||||||||||
2019 Long-Term Incentive Plan | Director Member | Share Based Compensation Award Tranche One Member | ||||||||||||||
Share-based Compensation | ||||||||||||||
Vesting percentage | 0.50% | |||||||||||||
Number of options granted | 81,633 | |||||||||||||
Exercise price per share | $ / shares | $ 0.49 | |||||||||||||
2019 Long-Term Incentive Plan | Director Member | Vesting in equal installments on June 2020 and September 2020 | ||||||||||||||
Share-based Compensation | ||||||||||||||
Vesting percentage | 0.50% | |||||||||||||
Incentive stock options | 2019 Plan | ||||||||||||||
Share-based Compensation | ||||||||||||||
Shares awarded | 152,143 | |||||||||||||
Number of employees to whom options granted | employee | 2 | |||||||||||||
Number of contractors to whom options granted | individual | 1 | |||||||||||||
Number of options granted | 90,478 | 363,028 | ||||||||||||
Exercise price per share | $ / shares | $ 3.960526 | $ 1.0185 | ||||||||||||
Intrinsic value | $ | $ 529,000 | |||||||||||||
Un-recognized share-based compensation expense | $ | $ 195,000 | |||||||||||||
Period of recognition of stock based compensation expense | 12 months | |||||||||||||
Incentive stock options | 2019 Plan | Dr. Jerome Zeldis, a member of the board of directors | ||||||||||||||
Share-based Compensation | ||||||||||||||
Exercise price per share | $ / shares | $ 2.80 | |||||||||||||
Incentive stock options | 2019 Plan | Dr. Jerome Zeldis, a member of the board of directors | Maximum | ||||||||||||||
Share-based Compensation | ||||||||||||||
Number of options granted | 19,048 | |||||||||||||
Incentive stock options | 2019 Plan | Mr. Steven Glassman, a member of the board of directors | ||||||||||||||
Share-based Compensation | ||||||||||||||
Exercise price per share | $ / shares | $ 2.80 | |||||||||||||
Incentive stock options | 2019 Plan | Mr. Steven Glassman, a member of the board of directors | Maximum | ||||||||||||||
Share-based Compensation | ||||||||||||||
Number of options granted | 14,286 | |||||||||||||
Incentive stock options | 2019 Long-Term Incentive Plan | ||||||||||||||
Share-based Compensation | ||||||||||||||
Options vesting period | 4 years | |||||||||||||
Incentive stock options | 2019 Long-Term Incentive Plan | Contractor | ||||||||||||||
Share-based Compensation | ||||||||||||||
Shares awarded | 14,286 | |||||||||||||
Exercise price per share | $ / shares | $ 2.80 | |||||||||||||
Incentive stock options | 2019 Long-Term Incentive Plan | Yaakov Spinrad, Miranda J. Toledano and Adam Levy, Members of the board of directors | ||||||||||||||
Share-based Compensation | ||||||||||||||
Number of options granted | 14,286 | |||||||||||||
Exercise price per share | $ / shares | $ 5.25 | |||||||||||||
Restricted stock award | ||||||||||||||
Share-based Compensation | ||||||||||||||
Shares awarded | 19,048 | |||||||||||||
Exercise price per share | $ / shares | $ 2.10 |
Note Payable (Details)
Note Payable (Details) - USD ($) | May 28, 2020 | Apr. 22, 2020 | Nov. 16, 2021 | Mar. 04, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Loan amount | $ 127,400 | ||||
PPP loan | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 147,300 | $ 127,400 | $ 147,300 | ||
Term of the loan | 2 years | ||||
Interest rate | 1.00% | ||||
Deferred period | 6 months | ||||
Prepayment penalties | $ 0 | ||||
EIDL loan | |||||
Debt Instrument [Line Items] | |||||
Term of the loan | 30 years | ||||
Interest rate | 3.75% | ||||
Borrowing capacity | $ 260,500 | ||||
Monthly payment | 1,270 | ||||
Loan advance | $ 8,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | Dec. 24, 2020USD ($)security$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 27, 2021$ / shares |
Short-term Debt [Line Items] | |||
Number of securities purchase agreement entered into by company | security | 2 | ||
Exercise price | $ 5.50 | ||
Principal amount of debt | $ | $ 1,680,000 | ||
6% Secured Convertible Promissory Note | |||
Short-term Debt [Line Items] | |||
Number of additional warrants issued | shares | 8,929 | ||
Principal amount of debt | $ | $ 100,000 | ||
Interest rate | 6.00% | ||
Conversion price (in dollars per share) | $ 2.80 | ||
Common stock warrants | |||
Short-term Debt [Line Items] | |||
Exercise price | $ 2.80 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional information (Details) - USD ($) | Sep. 02, 2022 | Sep. 02, 2021 | Mar. 11, 2021 | Aug. 14, 2020 | Mar. 20, 2020 | Dec. 24, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 27, 2021 | Mar. 04, 2021 | Jan. 19, 2021 |
Exercise price | $ 5.50 | |||||||||||
Proceeds received from convertible notes | $ 2,957,000 | $ 100,000 | ||||||||||
Notes outstanding | 1,357,808 | |||||||||||
Unamortized balance of beneficial conversion and warrant features | 256,410 | |||||||||||
Unamortized original issue discount | 34,521 | |||||||||||
Unamortized debt issuance costs | 31,261 | |||||||||||
Principal amount of debt | 1,680,000 | |||||||||||
Purchase price, per unit | $ 5.50 | |||||||||||
Number of awards granted | 208,912 | |||||||||||
Loan amount | $ 127,400 | |||||||||||
Aggregate purchase price | $ 13,471,000 | $ 1,370,000 | ||||||||||
Investor Private Placement Offering | ||||||||||||
Number of additional warrants issued | 308,571 | 1 | ||||||||||
Exercise price | $ 5.25 | $ 1.40 | ||||||||||
Term of the warrants issued | 5 years | 3 years | ||||||||||
Proceeds received from convertible notes | $ 1,814,400 | |||||||||||
Notes outstanding | 678,864 | |||||||||||
Unamortized balance of beneficial conversion and warrant features | 927,734 | |||||||||||
Unamortized original issue discount | 130,312 | |||||||||||
Unamortized debt issuance costs | $ 77,490 | |||||||||||
Interest rate | 12.00% | |||||||||||
Issuance of common stock (in shares) | 188,143 | 442,858 | 126,786 | 101,800 | ||||||||
Purchase price, per unit | $ 2.10 | $ 1.40 | $ 2.80 | $ 2.80 | ||||||||
Number of months interest guaranteed and deemed to be earned in full as of the Issuance Date | 12 months | |||||||||||
Increase in interest rate if the Company fails to pay any amount when due (as a percent) | $ 194,400 | |||||||||||
Increase in interest rate if the Company fails to pay any amount when due (as a percent) | 18.00% | |||||||||||
Prepayment penalty (as a percent) | 110.00% | |||||||||||
Number of calendar days after which the note may not be paid in whole or in part | 180 days | |||||||||||
Prepayment period, number of calendar days | 180 days | |||||||||||
Threshold calendar days to cause the registration statement to become effective | 150 days | |||||||||||
Aggregate purchase price | $ 395,100 | $ 620,000 | $ 355,000 | $ 285,000 | ||||||||
Threshold beneficial ownership (as a percent) | 4.99% | |||||||||||
Conversion price (in dollars per share) | $ 5.25 | |||||||||||
Subsequent Events | Investor Private Placement Offering | ||||||||||||
Term of the loan | 1 year | |||||||||||
Dr. Jerome Zeldis, a member of the board of directors | ||||||||||||
Principal amount of debt | $ 50,000 | |||||||||||
Auctus Note | ||||||||||||
Principal amount of debt | $ 1,680,000 | |||||||||||
Percentage of principal amount paid as placement agent fees (as a percent) | 8.00% | |||||||||||
Total cash fee paid to placement agent | $ 120,000 | |||||||||||
Second Auctus Warrant | ||||||||||||
Number Of Warrants Issued | 142,858 | |||||||||||
Auctus Warrants | ||||||||||||
Threshold beneficial ownership (as a percent) | 4.99% | |||||||||||
Alere Financial | ||||||||||||
Term of the warrants issued | 3 years | |||||||||||
Alere Financial | Investor Private Placement Offering | ||||||||||||
Number of additional warrants issued | 770,667 | |||||||||||
Exercise price | $ 5.25 | |||||||||||
Proceeds received from convertible notes | $ 1,504,400 | |||||||||||
Total cash fee paid to placement agent | 115,600 | |||||||||||
Alere Financial | First Auctus Warrant | ||||||||||||
Number of additional warrants issued | 654,545 | |||||||||||
Exercise price | $ 4.375 | |||||||||||
Alere Financial | Second Auctus Warrant | ||||||||||||
Number of additional warrants issued | 545,455 | |||||||||||
Exercise price | $ 5.25 | |||||||||||
Secured Convertible Promissory Note | Investor Private Placement Offering | ||||||||||||
Principal amount of debt | $ 1,620,000 | |||||||||||
Auctus Note | ||||||||||||
Number Of Warrants Issued | 2 | |||||||||||
Term of the warrants issued | 5 years | |||||||||||
Proceeds received from convertible notes | $ 1,337,000 | |||||||||||
Principal amount of debt | $ 1,500,000 | |||||||||||
Interest rate | 12.00% | |||||||||||
Number of months interest guaranteed and deemed to be earned in full as of the Issuance Date | 12 months | |||||||||||
Increase in interest rate if the Company fails to pay any amount when due (as a percent) | $ 180,000 | |||||||||||
Increase in interest rate if the Company fails to pay any amount when due (as a percent) | 16.00% | |||||||||||
Prepayment penalty (as a percent) | 110.00% | |||||||||||
Number of calendar days after which the note may not be paid in whole or in part | 180 days | |||||||||||
Prepayment period, number of calendar days | 180 days | |||||||||||
Threshold Calendar Days To File Registration Statement | 30 days | |||||||||||
Threshold beneficial ownership (as a percent) | 4.99% | |||||||||||
Conversion price (in dollars per share) | $ 3.50 | |||||||||||
Term of the loan | 1 year | |||||||||||
Expenses Related After Deducting Fees | $ 180,000 | |||||||||||
Auctus Note | First Auctus Warrant | ||||||||||||
Number of additional warrants issued | 171,429 | |||||||||||
Exercise price | $ 4.375 | |||||||||||
Auctus Note | Second Auctus Warrant | ||||||||||||
Exercise price | $ 5.25 | |||||||||||
Auctus Note | Auctus Warrants | ||||||||||||
Threshold Calendar Days To File Registration Statement | 30 days | |||||||||||
2021 Purchase Agreement [Member] | Secured Convertible Promissory Note | ||||||||||||
Principal amount of debt | $ 15,000 | |||||||||||
Conversion price (in dollars per share) | $ 1.05 |
Warrant Liability (Details)
Warrant Liability (Details) | Sep. 02, 2021$ / sharesshares | Mar. 11, 2021shares | Feb. 03, 2021shares | Jan. 03, 2021USD ($)$ / sharesshares | Dec. 24, 2020USD ($) | Mar. 18, 2020USD ($)$ / sharesshares | Nov. 06, 2019shares | Sep. 10, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 27, 2021$ / shares | Mar. 20, 2020$ / shares | Dec. 31, 2019shares |
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Outstanding | shares | 3,637,190 | 210,500 | 150,000 | ||||||||||
Warrants Fair value per share | $ 5.50 | ||||||||||||
Fair Value Adjustment of Warrants | $ | $ (8,000) | $ 2,000 | |||||||||||
Warrant Liability | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants issued | shares | 63,733 | 51,572 | |||||||||||
Warrants Outstanding | shares | 150,000 | 265,305 | 201,572 | ||||||||||
Warrants Fair value per share | $ 3.2097 | $ 1.2656 | $ 0.38185 | ||||||||||
Warrants Fair value | $ | 203,000 | 65,000 | 56,000 | 318,000 | 123,000 | ||||||||
Change in fair value of warrant liability | $ | $ 2,000 | ||||||||||||
Fair Value Adjustment of Warrants | $ | $ (8,000) | ||||||||||||
Exercise Price | Warrants Issuance On September 2 2021 Expiring On September 2 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0525 | ||||||||||||
Exercise Price | Warrants Issuance On March 11 2021, Expiring On March 11 2026 | Minimum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 4.375 | ||||||||||||
Exercise Price | Warrants Issuance On March 11 2021, Expiring On March 11 2026 | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 5.25 | ||||||||||||
Exercise Price | Warrants Issuance On February 03, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Exercise Price | Warrants Issuances On December 24, 2020, Expiring On December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Exercise Price | Warrants Issuance on March 18, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.40 | ||||||||||||
Exercise Price | Warrants Issuance on September 10, 2019, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Exercise Price | Warrants Issuance on November 6, 2019, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Exercise Price | Warrants Issuance on December 31, 2020, Expiring on December 24, 2020 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Exercise Price | Warrants Issuance on December 31, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.40 | ||||||||||||
Exercise Price | Warrants Issuance on December 31, 2020, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Exercise Price | Warrants Issuance on December 31, 2020, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Exercise Price | Warrants Issuance On December 31, 2021, Expiring on September 2, 2026 | Minimum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0525 | ||||||||||||
Exercise Price | Warrants Issuance On December 31, 2021, Expiring on March 11, 2026 | Minimum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 4.375 | ||||||||||||
Exercise Price | Warrants Issuance On December 31, 2021, Expiring on March 11, 2026 | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 5.25 | ||||||||||||
Exercise Price | Warrants Issuance On December 31, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Exercise Price | Warrants Issuance On December 31, 2021, Expiring on December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Exercise Price | Warrants Issuance on December 31, 2021, Expiring on March 18, 2023 [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.40 | ||||||||||||
Exercise Price | Warrants Issuance On December 31, 2021, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Exercise Price | Warrants Issuance On December 31, 2021, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Stock Price | Warrants Issuance On September 2 2021 Expiring On September 2 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 3.50 | ||||||||||||
Stock Price | Warrants Issuance On March 11 2021, Expiring On March 11 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 3.50 | ||||||||||||
Stock Price | Warrants Issuance On February 03, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Stock Price | Warrants Issuances On December 24, 2020, Expiring On December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Stock Price | Warrants Issuance on March 18, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.40 | ||||||||||||
Stock Price | Warrants Issuance on September 10, 2019, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Stock Price | Warrants Issuance on November 6, 2019, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Stock Price | Warrants Issuance on December 31, 2020, Expiring on December 24, 2020 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Stock Price | Warrants Issuance on December 31, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.40 | ||||||||||||
Stock Price | Warrants Issuance on December 31, 2020, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Stock Price | Warrants Issuance on December 31, 2020, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Stock Price | Warrants Issuance On December 31, 2021, Expiring on September 2, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 3.50 | ||||||||||||
Stock Price | Warrants Issuance On December 31, 2021, Expiring on March 11, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 3.50 | ||||||||||||
Stock Price | Warrants Issuance On December 31, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Stock Price | Warrants Issuance On December 31, 2021, Expiring on December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.80 | ||||||||||||
Stock Price | Warrants Issuance on December 31, 2021, Expiring on March 18, 2023 [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.40 | ||||||||||||
Stock Price | Warrants Issuance On December 31, 2021, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Stock Price | Warrants Issuance On December 31, 2021, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On September 2 2021 Expiring On September 2 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.78 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On March 11 2021, Expiring On March 11 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.17 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On February 03, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.18 | ||||||||||||
Interest Rate (annual) | Warrants Issuances On December 24, 2020, Expiring On December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.17 | ||||||||||||
Interest Rate (annual) | Warrants Issuance on March 18, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.66 | ||||||||||||
Interest Rate (annual) | Warrants Issuance on September 10, 2019, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.61 | ||||||||||||
Interest Rate (annual) | Warrants Issuance on November 6, 2019, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.60 | ||||||||||||
Interest Rate (annual) | Warrants Issuance on December 31, 2020, Expiring on December 24, 2020 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.17 | ||||||||||||
Interest Rate (annual) | Warrants Issuance on December 31, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.13 | ||||||||||||
Interest Rate (annual) | Warrants Issuance on December 31, 2020, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.13 | ||||||||||||
Interest Rate (annual) | Warrants Issuance on December 31, 2020, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.13 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On December 31, 2021, Expiring on September 2, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.98 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On December 31, 2021, Expiring on March 11, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.98 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On December 31, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.28 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On December 31, 2021, Expiring on December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.28 | ||||||||||||
Interest Rate (annual) | Warrants Issuance on December 31, 2021, Expiring on March 18, 2023 [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.28 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On December 31, 2021, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.09 | ||||||||||||
Interest Rate (annual) | Warrants Issuance On December 31, 2021, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.19 | ||||||||||||
Volatility (annual) | Warrants Issuance On September 2 2021 Expiring On September 2 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 182.74 | ||||||||||||
Volatility (annual) | Warrants Issuance On March 11 2021, Expiring On March 11 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 172.54 | ||||||||||||
Volatility (annual) | Warrants Issuance On February 03, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 171.71 | ||||||||||||
Volatility (annual) | Warrants Issuances On December 24, 2020, Expiring On December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 172.54 | ||||||||||||
Volatility (annual) | Warrants Issuance on March 18, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 137.41 | ||||||||||||
Volatility (annual) | Warrants Issuance on September 10, 2019, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 139.84 | ||||||||||||
Volatility (annual) | Warrants Issuance on November 6, 2019, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 138.48 | ||||||||||||
Volatility (annual) | Warrants Issuance on December 31, 2020, Expiring on December 24, 2020 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 172.38 | ||||||||||||
Volatility (annual) | Warrants Issuance on December 31, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 172.38 | ||||||||||||
Volatility (annual) | Warrants Issuance on December 31, 2020, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 172.38 | ||||||||||||
Volatility (annual) | Warrants Issuance on December 31, 2020, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 172.38 | ||||||||||||
Volatility (annual) | Warrants Issuance On December 31, 2021, Expiring on September 2, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 205.16 | ||||||||||||
Volatility (annual) | Warrants Issuance On December 31, 2021, Expiring on March 11, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 205.16 | ||||||||||||
Volatility (annual) | Warrants Issuance On December 31, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 205.16 | ||||||||||||
Volatility (annual) | Warrants Issuance On December 31, 2021, Expiring on December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 205.16 | ||||||||||||
Volatility (annual) | Warrants Issuance on December 31, 2021, Expiring on March 18, 2023 [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 205.16 | ||||||||||||
Volatility (annual) | Warrants Issuance On December 31, 2021, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 205.16 | ||||||||||||
Volatility (annual) | Warrants Issuance On December 31, 2021, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 205.16 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On September 2 2021 Expiring On September 2 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 5 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On March 11 2021, Expiring On March 11 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 5 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On February 03, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 3 | ||||||||||||
Time to Maturity (Years) | Warrants Issuances On December 24, 2020, Expiring On December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 3 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance on March 18, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 3 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance on September 10, 2019, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 3 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance on November 6, 2019, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 3 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance on December 31, 2020, Expiring on December 24, 2020 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 2.98 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance on December 31, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 2.21 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance on December 31, 2020, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 1.85 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance on December 31, 2020, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 1.69 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On December 31, 2021, Expiring on September 2, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 4.67 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On December 31, 2021, Expiring on March 11, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 4.19 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On December 31, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 2.09 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On December 31, 2021, Expiring on December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 1.98 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance on December 31, 2021, Expiring on March 18, 2023 [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 1.21 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On December 31, 2021, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 0.69 | ||||||||||||
Time to Maturity (Years) | Warrants Issuance On December 31, 2021, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | $ | 0.85 | ||||||||||||
Calculated fair value per share | Warrants Issuance On September 2 2021 Expiring On September 2 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.3325 | ||||||||||||
Calculated fair value per share | Warrants Issuance On March 11 2021, Expiring On March 11 2026 | Minimum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.3325 | ||||||||||||
Calculated fair value per share | Warrants Issuance On March 11 2021, Expiring On March 11 2026 | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0329 | ||||||||||||
Calculated fair value per share | Warrants Issuance On February 03, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.417461 | ||||||||||||
Calculated fair value per share | Warrants Issuances On December 24, 2020, Expiring On December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.422658 | ||||||||||||
Calculated fair value per share | Warrants Issuance on March 18, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.075547 | ||||||||||||
Calculated fair value per share | Warrants Issuance on September 10, 2019, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.38185 | ||||||||||||
Calculated fair value per share | Warrants Issuance on November 6, 2019, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.38255 | ||||||||||||
Calculated fair value per share | Warrants Issuance on December 31, 2020, Expiring on December 24, 2020 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 2.422658 | ||||||||||||
Calculated fair value per share | Warrants Issuance on December 31, 2020, Expiring on March 18, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 1.075547 | ||||||||||||
Calculated fair value per share | Warrants Issuance on December 31, 2020, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.38185 | ||||||||||||
Calculated fair value per share | Warrants Issuance on December 31, 2020, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.3825 | ||||||||||||
Calculated fair value per share | Warrants Issuance On December 31, 2021, Expiring on September 2, 2026 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0968371 | ||||||||||||
Calculated fair value per share | Warrants Issuance On December 31, 2021, Expiring on March 11, 2026 | Minimum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.096101 | ||||||||||||
Calculated fair value per share | Warrants Issuance On December 31, 2021, Expiring on March 11, 2026 | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0957467 | ||||||||||||
Calculated fair value per share | Warrants Issuance On December 31, 2021, Expiring on February 3, 2024 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0690620 | ||||||||||||
Calculated fair value per share | Warrants Issuance On December 31, 2021, Expiring on December 24, 2023 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0681813 | ||||||||||||
Calculated fair value per share | Warrants Issuance on December 31, 2021, Expiring on March 18, 2023 [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0296661 | ||||||||||||
Calculated fair value per share | Warrants Issuance On December 31, 2021, Expiring on September 10, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0091855 | ||||||||||||
Calculated fair value per share | Warrants Issuance On December 31, 2021, Expiring on November 6, 2022 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.0085006 | ||||||||||||
Investor Private Placement Offering | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants issued | shares | 22,019 | 34,286 | 7,429 | 44,286 | 114,286 | 35,715 | |||||||
Warrants value exercised | $ | $ 7,286 | ||||||||||||
Warrants to purchase shares of common stock | shares | 308,571 | 1 | |||||||||||
Warrants Fair value per share | $ 5.25 | $ 1.40 | |||||||||||
Investor Private Placement Offering | Exercise Price | Minimum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 0.49 | ||||||||||||
Investor Private Placement Offering | Exercise Price | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 5.25 | ||||||||||||
Investor Private Placement Offering | Time to Maturity (Years) | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants Fair value | 3 |
Related Party Transactions (Det
Related Party Transactions (Details) | May 29, 2020shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Sep. 02, 2021USD ($) | Dec. 24, 2020USD ($)loan | Sep. 02, 2020USD ($)loan |
Related Party Transaction [Line Items] | ||||||
Operating losses | $ (2,570,000) | $ (2,260,000) | ||||
Face amount of debt | $ 1,680,000 | |||||
Sports Defense LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock for acquisition (in shares) | shares | 9,375,000 | |||||
Mr. Stein, a member of the board of directors | ||||||
Related Party Transaction [Line Items] | ||||||
Number of secured convertible promissory notes | loan | 2 | 3 | ||||
Face amount of debt | $ 100,000 | $ 150,000 | ||||
Mr. Stein, a member of the board of directors | Sports Defense LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock for acquisition (in shares) | shares | 91,072 | |||||
Mr. Stefansky, a member of the board of directors | ||||||
Related Party Transaction [Line Items] | ||||||
Face amount of debt | $ 150,000 | |||||
Dr. Jerome Zeldis, a member of the board of directors | ||||||
Related Party Transaction [Line Items] | ||||||
Face amount of debt | $ 50,000 | |||||
Outstanding amount | $ 30,000 | |||||
Adynxx | Mr. Levy | Sports Defense LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock for acquisition (in shares) | shares | 44,197 |
Income Taxes - Provision of Inc
Income Taxes - Provision of Income Tax (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income tax provision | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Tax Benefit on Statutory Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
U.S. federal statutory rate | 21.00% | 21.00% |
State tax rate, net of federal benefit | 5.30% | 5.30% |
Permanent differences | ||
Non-deductible expenses | (10.50%) | (1.30%) |
State tax change | 0.00% | 0.00% |
Timing differences | 0.60% | (0.00%) |
Change in valuation allowance | (16.40%) | (25.00%) |
Income tax provision | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,165 | $ 2,494 |
Other | 4 | 3 |
Total deferred tax assets | 3,169 | 2,497 |
Valuation allowance | $ (3,169) | (2,382) |
Deferred tax assets, net of valuation allowance | 115 | |
Deferred tax liabilities: | ||
Property and equipment, net | (115) | |
Total deferred tax liabilities | $ (115) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal corporate income tax rate | 21.00% | 21.00% |
Federal NOL carryovers | $ 12,600,000 | $ 10,000,000 |
Recorded tax liabilities for uncertain tax positions | 0 | 0 |
Income tax expense | 0 | 0 |
PENNSYLVANIA | ||
Federal NOL carryovers | $ 12,600,000 | $ 10,000,000 |
Concentrations of Risk (Details
Concentrations of Risk (Details) - customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Threshold used for calculating concentration of risk, percentage | 10.00% | 10.00% |
Major Customers | Total Revenue | Customer risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable and total revenue | 10.00% | 10.00% |
Number of major customers | 3 | 3 |
Major Customers | Accounts Receivable | Accounts receivable risk | ||
Concentration Risk [Line Items] | ||
Number of major customers | 3 | 3 |
Customer One | Total Revenue | Customer risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable and total revenue | 15.00% | 45.00% |
Customer One | Accounts Receivable | Accounts receivable risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable and total revenue | 45.00% | 57.00% |
Customer Two | Total Revenue | Customer risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable and total revenue | 14.00% | 22.00% |
Customer Two | Accounts Receivable | Accounts receivable risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable and total revenue | 12.00% | 0.00% |
Customer Three | Total Revenue | Customer risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable and total revenue | 13.00% | 11.00% |
Customer Three | Accounts Receivable | Accounts receivable risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable and total revenue | 8.00% | 0.00% |
Customer Four | Accounts Receivable | Accounts receivable risk | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable and total revenue | 20.00% | 12.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Dec. 31, 2021 | Mar. 11, 2021 |
Subsequent Event [Line Items] | ||
Principal amount of debt | $ 1,680,000 | |
Auctus Note | ||
Subsequent Event [Line Items] | ||
Principal amount of debt | $ 1,500,000 |