Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38325 | ||
Entity Registrant Name | enVVeno Medical Corporation | ||
Entity Central Index Key | 0001661053 | ||
Entity Tax Identification Number | 33-0936180 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 70 Doppler | ||
Entity Address, City or Town | Irvine | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92618 | ||
City Area Code | (949) | ||
Local Phone Number | 261-2900 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
Elected Not To Use the Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 35.8 | ||
Entity Common Stock, Shares Outstanding | 9,472,000 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Common stock 0.00001 par value [Member] | |||
Title of 12(b) Security | Common Stock, $0.00001 par value | ||
Trading Symbol | NVNO | ||
Security Exchange Name | NASDAQ | ||
Warrant to Purchase Common Stock | |||
Title of 12(b) Security | Warrant to Purchase Common Stock | ||
Trading Symbol | NVNOW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 4,555 | $ 54,728 |
Short-term investments | 34,489 | |
Prepaid expenses and other current assets | 392 | 312 |
Total Current Assets | 39,436 | 55,040 |
Property and equipment, net | 521 | 618 |
Operating lease right-of-use assets, net | 1,673 | 1,987 |
Security deposits and other assets | 31 | 54 |
Total Assets | 41,661 | 57,699 |
Current Liabilities: | ||
Accounts payable | 648 | 560 |
Accrued expenses and other current liabilities | 568 | 729 |
Current portion of operating lease liabilities | 314 | 291 |
Total Current Liabilities | 1,530 | 1,580 |
Long-term operating lease liabilities | 1,402 | 1,715 |
Total Liabilities | 2,932 | 3,295 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ Equity: | ||
Preferred stock, par value $0.00001, 10,000 shares authorized: no shares issued or outstanding | ||
Common stock, par value $0.00001, 250,000 shares authorized, 9,472 and 9,470 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 145,249 | 136,255 |
Accumulated deficit | (106,520) | (81,851) |
Total Stockholders’ Equity | 38,729 | 54,404 |
Total Liabilities and Stockholders’ Equity | $ 41,661 | $ 57,699 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000 | 250,000 |
Common stock, shares issued | 9,472 | 9,470 |
Common stock, shares outstanding | 9,472 | 9,470 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses: | ||
Selling, general and administrative expenses | $ 15,018 | $ 11,165 |
Research and development expenses | 9,914 | 5,728 |
Loss from Operations | (24,932) | (16,893) |
Other (Income) Expense: | ||
Gain on extinguishment of note payable | (313) | |
Realized gain from sales of trading securities | (53) | |
Unrealized gain from trading securities | (49) | |
Interest income, net | (161) | (19) |
Other income | (33) | |
Total Other (Income) Expense | (263) | (365) |
Net Loss | $ (24,669) | $ (16,528) |
Net Loss Per Basic and Diluted Common Share: | $ (2.20) | $ (1.90) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and Diluted | 11,230 | 8,680 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 72,421 | $ (65,323) | $ 7,098 | |
Beginning balance, shares at Dec. 31, 2020 | 2,542 | |||
Common stock issued in public offering | 38,128 | 38,128 | ||
Common stock issued in public offering, shares | 5,914 | |||
Common stock issued for exercise of warrants | 245 | 245 | ||
Common stock issued for exercise of warrants, shares | 53 | |||
Fair Value of Warrants Issued | 212 | 212 | ||
Shares issued in satisfaction of trade payable | 37 | 37 | ||
Shares issued in satisfaction of trade payable, shares | 6 | |||
Common stock issued in At The Market Transactions (ATM) | 960 | 960 | ||
Common stock issued in At The Market Transactions (ATM), shares | 171 | |||
Common stock issued in registered direct offering | 18,274 | 18,274 | ||
Common stock issued in registered direct offering, shares | 781 | |||
Shared-Based Compensation | 5,978 | 5,978 | ||
Shared-Based Compensation, shares | 3 | |||
Net loss | (16,528) | (16,528) | ||
Ending balance, value at Dec. 31, 2021 | 136,255 | (81,851) | 54,404 | |
Ending balance, shares at Dec. 31, 2021 | 9,470 | |||
Shared-Based Compensation | 8,994 | 8,994 | ||
Shared-Based Compensation, shares | 2 | |||
Net loss | (24,669) | (24,669) | ||
Ending balance, value at Dec. 31, 2022 | $ 145,249 | $ (106,520) | $ 38,729 | |
Ending balance, shares at Dec. 31, 2022 | 9,472 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (24,669) | $ (16,528) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 8,994 | 5,999 |
Depreciation and amortization | 212 | 149 |
Amortization of right-of-use assets | 313 | 304 |
Unrealized loss from Investments | (49) | |
Gain on extinguishment of note payable | (313) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (80) | (38) |
Security deposit and other assets | 23 | (25) |
Accounts payable | 88 | (833) |
Accrued expenses | (161) | (250) |
Operating lease liabilities | (290) | (313) |
Total adjustments | 9,050 | 4,680 |
Net Cash Used in Operating Activities | (15,619) | (11,848) |
Cash Flows from Investing Activities | ||
Maturities of investments | 13,688 | |
Purchase of property and equipment | (115) | (368) |
Purchases of investments | (48,127) | |
Net Cash Used in Investing Activities | (34,554) | (368) |
Cash Flows from Financing Activities | ||
Proceeds from shares issued under ATM | 960 | |
Proceeds from registered direct offering | 18,274 | |
Proceeds from public offerings, net | 38,128 | |
Proceeds from warrant exercises | 245 | |
Net Cash Provided by Financing Activities | 57,607 | |
Net Increase (Decrease) in Cash, Cash Equivalent, and Restricted Cash | (50,173) | 45,391 |
Cash, cash equivalents and restricted cash - Beginning of year | 54,728 | 9,337 |
Cash, cash equivalents and restricted cash - End of year | 4,555 | 54,728 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest received | 130 | |
Income taxes paid | ||
Non-Cash Operating and Financing Activities | ||
Gain on extinguishment of note payable | (313) | |
Fair value of common stock issued in satisfaction of trade payable | 36 | |
Fair value of warrants issued to Preferred Exchange Participants, SABR and re-priced placement agent warrant | $ (212) |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | Note 1 – Business Organization and Nature of Operations enVVeno Medical Corporation is a late stage clinical med-tech company focused on the advancement of innovative bioprosthetic (tissue-based) solutions to improve the standard of care for the treatment of venous disease. Chronic Venous Disease (CVD) is the world’s most prevalent chronic disease, impacting approximately 71% of the adult population of the U.S. Chronic Venous Insufficiency (CVI), is a large subset of CVD, which most often occurs when valves inside of the veins of the leg become damaged, resulting in the backwards flow of blood (reflux), blood pooling in the lower leg, increased pressure in the veins of the leg (venous hypertension) and in severe cases, venous ulcers that are difficult to heal. The Company is developing surgical and non-surgical replacement venous valves for patients suffering from severe CVI of the deep venous system of the leg. The Company’s lead product is the VenoValve®, which is a first-in-class surgical replacement venous valve that is currently being evaluated in a U.S. pivotal study. The Company is also developing a second product called enVVe™, which is a first-in-class, non-surgical, transcatheter based replacement venous valve. The Company is currently waiting for regulatory approval to begin a first-in-human study for enVVe. Both the VenoValve and enVVe are designed to act as one-way valves, to help assist in propelling blood up the veins of the leg, and back to the heart and lungs. The VenoValve and enVVe are being developed first for approval by the U.S. Food and Drug Administration (FDA). We expect the VenoValve to be eligible for FDA approval first, followed two to three years later by enVVe. Once approved, we expect the VenoValve and enVVe to co-exist, with the VenoValve as a surgical replacement venous valve option and enVVe as a non-surgical replacement venous valve option. There are currently no devices approved as surgical or non-surgical replacement venous valves, and there are no effective treatments for deep venous CVI caused by incompetent valves. Our team of officers and directors has been affiliated with numerous medical devices that have received FDA approval or CE marking and that have been commercially successful. We develop and manufacture our products in a 14,507 sq. ft. leased manufacturing facility in Irvine, California, which has been ISO 13485-2020 certified for the design, development and manufacturing of tissue based implantable medical devices. |
Management_s Liquidity Plan
Management’s Liquidity Plan | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Management’s Liquidity Plan | Note 2 – Management’s Liquidity Plan As of December 31, 2022, the Company had a cash balance of $ 4.6 34.5 37.9 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 – Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates and assumptions include the valuation allowance related to the Company’s deferred tax assets, and the valuation of warrants and derivative liabilities. Investments We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year are classified as long-term investments. Debt investments are classified as trading securities and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in unrealized gains (losses) from investments. Fair value is calculated based on publicly available market information. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. We recognize interest income based on the stated coupon rate of the investments purchased. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives, which range from 5 7 Impairment of Long-lived Assets The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices available in active markets for identical assets or liabilities trading in active markets. Level 2 Observable inputs other than quoted prices included in Level 1, such as quotable prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs. Financial instruments, including accounts payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. Derivative liabilities are accounted for at fair value on a recurring basis. Net Loss per Share The Company computes basic and diluted loss per share by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period including warrants exercisable for little or no cash consideration. Basic and diluted net loss per common share are the same since the inclusion of common stock issuable pursuant to the exercise of warrants and options, would have been anti-dilutive. ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS Stock-Based Compensation The Company has an Equity Incentive Plan under which the Board of Directors may grant restricted stock or stock options to employees and nonemployees. The accounting treatment for share-based payments to employees and non-employees is substantially equivalent. Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award, and is recognized over the service period required for the award. The fair value of the Company’s stock options is estimated at the date of grant using the Black-Scholes based option valuation model. For the expected term, the Company uses SEC Staff Accounting Bulletin No. 107 simplified method for “plain vanilla” options with following characteristics: (i) the share options are granted at the market price on the grant date; (ii) exercisability is conditional on performing service through the vesting date on most options; (iii) if an employee terminates service prior to vesting, the employee would forfeit the share options; (iv) if an employee terminates service after vesting, the employee would have 30 to 90 days to exercise the share options; and (v) the share options are nontransferable and nonhedgeable. The Company estimated the expected term of the options using the simplified method. The Company uses its stock’s historical market information to calculate volatility used in estimating fair value of options granted. The volatility assumption is based on the historical volatility of the Company’s common stock with an equivalent remaining expected term. The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock. The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining expected term. For option grants without performance conditions, the Company recognizes compensation expense over the requisite service period ratably, recognizing expense for each tranche of each grant starting on the grant date. For grants that have both service and performance conditions, the Company recognizes compensation expense using the graded attribution method. Compensation expense for grants with performance conditions is recognized only for those awards expected to vest. Forfeitures of unvested stock options are recorded when they occur. Loss Contingencies The Company will accrue an estimated loss if information available before the financial statements are issued or are available to be issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. Recently Adopted Accounting Standards In May 2021, the FASB issued Accounting Standards Update 2021-04 (“ASU No. 2021-04”), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The guidance in ASU 2021-04 requires the issuer to treat a modification of an equity-classified written call option (the “option”) that does not cause the option to become liability-classified as an exchange of the original option for a new option. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the option or as termination of the original option and issuance of a new option. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on our financial statements. In August 2020, the FASB issued Accounting Standards Update 2020-06 (“ASU 2020-06”), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU 2020-06 include guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, ASU 2020-06 will require entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on our financial statements. In January 2020, the FASB issued Accounting Standards Update 2020-01 (“ASU 2020-01”) Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in ASU 2020-01 clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The adoption of this standard did not have a material impact on our financial statements. Recent Accounting Standards In October 2021, the FASB issued Accounting Standards Update 2021-08 (“ASU No. 2021-08”), Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in this update should be applied prospectively and are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We do not expect the adoption of this standard to have a material impact on our financial statements and related disclosures. ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 4 – Concentrations The Company maintains cash with major financial institutions. Cash held in United States bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 4.3 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Investments | Note 5 – Investments The components of investments were as follows at December 31, 2022: Schedule of Investments (In thousands) Cash Equivalents Short-Term Investment Long Term Investment Fair Value Level 1 U.S. Government securities $ 4,040 $ 34,489 $ - Total debt investments $ 4,040 $ 34,489 $ - Unrealized losses of $ 0.1 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment As of December 31, 2022, and 2021, property and equipment consist of the following: Schedule of Property and Equipment 2022 2021 December 31, (In thousands) 2022 2021 Laboratory equipment $ 524 $ 523 Furniture and fixtures 160 124 Computer equipment 222 164 Leasehold improvements 213 193 Software 251 251 Total property and equipment 1,370 1,255 Less: accumulated depreciation (849 ) (637 ) Property and equipment, net $ 521 $ 618 Depreciation expense was $ 0.2 0.1 ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS |
Right-of-Use Assets and Lease L
Right-of-Use Assets and Lease Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use Assets And Lease Liabilities | |
Right-of-Use Assets and Lease Liabilities | Note 7 – Right-of-Use Assets and Lease Liabilities On November 17, 2021, the Company amended its operating lease for its manufacturing facility in Irvine, California, to extend the term an additional 60 30,206 7,254 The Company has no other operating or financing leases with terms greater than 12 months. The Company determined the lease liabilities using the Company’s estimated incremental borrowing rate of 3.95% Our operating lease cost is as follows: Schedule of Operating Lease Cost For the Year Ended December 31, 2022 Operating lease cost $ 389 Supplemental cash flow information related to our operating lease is as follows: Schedule of Supplemental Cash Flow Information Related to Operating Lease ( Dollars in thousands) For the Year Ended December 31, 2022 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 365 Remaining lease term and discount rate for our operating lease is as follows: Schedule of Operating Remaining Lease Term and Discount Rate December 31, 2022 Remaining lease term 4.7 Discount rate 3.95 % Maturity of our lease liabilities by fiscal year for our operating lease is as follows: Schedule of Maturity of Lease Liabilities (In thousands) Year ended December 31, 2023 $ 376 Year ended December 31, 2024 387 Year ended December 31, 2025 399 Year ended December 31, 2026 411 Year ended December 31, 2027 315 Total $ 1,888 Less: Imputed interest (172 ) Present value of our lease liability $ 1,716 ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8 – Accrued Expenses As of December 31, 2022 and 2021, accrued expenses consist of the following: Schedule of Accrued Expenses 2022 2021 December 31, (In thousands) 2022 2021 Accrued compensation costs $ 391 $ 525 Accrued professional fees 62 84 Accrued research and development 56 60 Other 59 60 Accrued expenses $ 568 $ 729 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 9 – Note Payable On April 12, 2020, the Company obtained a loan (the “Loan”) in the amount of $ 0.3 The Loan, which was in the form of a Note dated April 12, 2020, was to mature on April 12, 2022 1% 0.3 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes The following summarizes the Company’s income tax provision (benefit): Schedule of Income Tax Provision (Benefit) 2022 2021 For the Years Ended (Dollars in thousands) 2022 2021 Federal: Current $ - $ - Federal: Current $ - $ - Deferred (3,773 ) (2,700 ) Federal: Deferred (3,773 ) (2,700 ) State and local: Current - - State and local: Current - - Deferred (1,258 ) (900 ) State and local: Deferred (1,258 ) (900 ) Federal, State and Local, Tax Expense (5,031 ) (3,600 ) Change in valuation allowance 5,031 3,600 Income tax provision (benefit) $ - $ - The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective tax rate for the year’s ended December 31, 2022 and 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation 2022 2021 For the Years Ended 2022 2021 Tax benefit at federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (5.1 )% (7.0 )% Nondeductible compensation 5.7 % 6.2 % Permanent differences 0.1 % (0.5 )% True up adjustments (0.1 )% 0.5 % Change in valuation allowance 20.4 % 21.8 % Effective income tax rate 0.0 % 0.0 % ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS Significant components of the Company’s deferred tax assets at December 31, 2022 and 2021 are as follows: Schedule of Deferred Tax Assets and Liabilities 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 14,747 $ 12,882 Research and development credit carryforwards 186 186 Research and development expense 2,527 - Intangible assets 247 276 Operating lease liability 480 78 Stock-based compensation 1,554 924 Impairment loss 137 137 Total gross deferred tax assets 19,878 14,483 Deferred tax liabilities Operating lease asset (468 ) (71 ) Property and equipment (71 ) (102 ) Total net deferred tax assets 19,339 14,310 Less: valuation allowance (19,339 ) (14,310 ) Total $ - $ - ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s history of operating losses, management believes that recognition of the deferred tax assets arising from the above listed future tax benefits is currently not more likely than not to be realized and, accordingly, has provided a full valuation allowance. The valuation allowance increased by $ 5.0 3.6 Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation’s ability to use its pre-change net operating loss, or NOL, carryforwards and other pre-change tax attributes to offset its post-change income taxes may be limited. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s NOL carry forwards are subject to annual limitations due to greater than 50% At December 31, 2022 and 2021, the Company had post-ownership change net operating loss carryforwards for federal income tax purposes of approximately $ 52.7 45.7 12.0 10.4 40.7 80% 0.2 As of December 31, 2022 and 2021, the Company had net operating loss carryforwards for state income tax purposes of approximately $ 52.5 45.7 The Company files income tax returns in the U.S. federal jurisdiction as well as California and local jurisdictions and is subject to examination by those taxing authorities. The Company’s federal income taxes for the years beginning in 2018 remain subject to examination. The Company’s state and local income tax returns for the years beginning in 2019 remain subject to examination. No tax audits were initiated during 2022 or 2021. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2022 and 2021. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statements of operations. On June 29, 2020, California’s Governor Newsom signed AB85 suspending California net operating loss (“NOL”) utilization and imposing a cap on the amount of business incentives tax credits (R&D credit) for tax years 2020-2022. Given the tax loss in 2021 and an expected tax loss for 2022, the suspension will not have an impact on the Company’s NOL in California. On February 9, 2022, Mr. Newsom signed SB113 which removes the restrictions in AB85 effective for the 2022 tax year. ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Litigation Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Robert Rankin Complaints On July 9, 2020, the Company was served with a civil complaint filed in the Superior Court for the State of California, County of Orange by a former employee, Robert Rankin, who resigned his employment on or about March 30, 2020. The case is entitled Rankin v. Hancock Jaffe Laboratories, Inc. et al., Case No. 30-2020-01146555-CU-WR-CJC and was filed on May 27, 2020. On September 3, 2020 the Company and its Chief Executive Officer were served with a second complaint filed in the Superior Court for the State of California, County of Orange by Mr. Rankin. The case is entitled Rankin v. Hancock Jaffe Laboratories, Inc. et al., Case No. 30-2020-01157857 and was filed on August 31, 2020. The complaints assert several causes of action including a cause of action for failure to timely pay Mr. Rankin’s accrued and unused vacation and three months’ severance under his July 16, 2018 employment agreement, defamation, unlawful labor code violations, sex-based discrimination, and unfair competition, and seeks damages for lost wages, emotional and mental distress, consequential damages, punitive damages and attorney’s fees and costs. The Company has denied all claims in both matters (which have now been consolidated) and has filed a counterclaim asserting that Rankin has breached his employment agreement with the Company to the Company’s damage. The Company continues to believe it has meritorious defenses to both matters which are currently set for trial on June 12, 2023. As of the date of these financial statements, the amount of loss or range of loss associated with these complaints, if any, cannot be reasonably estimated. Accordingly, no amounts related to these complaints are accrued as of December 31, 2022. ENVVENO MEDICAL CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 12 – Stockholders’ Equity Equity Issuances During 2021 the Company completed various equity transactions to raise capital through the placement of its common stock. The following table provides an overview of these transactions. Schedule of Equity Transactions to Raise Capital Date Description Type Number of shares Number of pre-funded warrants Net Proceeds 2021 February 11, 2021 Public Offering Common Stock 5,914,284 - $ 38,128 August 2021 At-the-Market Equity Program Common Stock 170,963 - $ 960 September 9, 2021 Registered Direct Offering Common Stock and pre-funded warrants 781,615 1,759,031 $ 18,274 Total $ 57,362 Warrants A summary of warrant activity during the years ended December 31, 2022 and 2021 is presented below: Schedule of Stock Warrant Activity Common Stock Number of Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value (In thousands) Outstanding, January 1, 2021 1,507,802 $ 20.10 Issued 4,895,016 4.59 Exercised (52,827 ) 5.03 Cancelled (38,286 ) 16.10 Outstanding, January 1, 2022 6,311,705 $ 8.80 4.2 $ 474 Issued 75,000 4.85 Exercised - - Cancelled (35,047 ) 109.50 Outstanding and exercisable, December 31, 2022 6,351,658 $ 8.21 6.0 $ 369 ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | Note 13 – Share Based Compensation Omnibus Incentive Plan The Company issues share-based awards under its Company’s 2016 Omnibus Incentive Plan, which enables the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other share based awards and cash awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2016 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options. The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder must be 110% of the fair market value on the date of the grant. The 2016 Plan is to be administered by the Board, which has discretion over the awards and grants thereunder. No awards may be issued after November 21, 2026. The Plan was adopted in 2016 and amended in 2018, 2020 and 2021 to increase the number of shares authorized to be awarded under the Plan. As of December 31, 2021 there are 4,500,000 20% 20% Stock Options The fair value of each option grant is estimated at the grant date using the Black Scholes method. The following assumptions were used in estimating fair value: Schedule of Stock Options Assumptions in Estimated Fair Value 2022 2021 Expected term 5.5 6.5 5.44 6.5 Volatility 96.0 101.5 % 112.94 103.6 % Risk free interest rate 1.88 4.74 % 0.08 1.20 % Dividend yield 0.00 % 0.00 % A summary of the option activity during the years ended December 31, 2022 and 2021 is presented below: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2021 210,689 $ 31.48 Granted 3,246,551 7.70 Forfeited (15,333 ) 8.36 Outstanding, December 31, 2021 3,441,907 $ 9.16 8.7 $ - Granted 413,612 $ 6.71 Forfeited (61,067 ) 7.87 Outstanding, December 31, 2022 3,794,452 $ 8.91 8.5 $ - Exercisable, December 31, 2022 2,317,427 $ 10.06 8.2 $ - The Company includes share-based compensation expense in selling, general and administrative expenses, and recognized $ 9.0 6.0 As of December 31, 2022, there was $ 8.2 1.7 ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS Restricted Stock Units The Company also issues restricted shares and restricted stock units under the 2016 Plan. A summary of the restricted share and restricted stock units activity during the years ended December 31, 2022 and 2021 is presented below: Schedule of Stock Option Activity Restricted Shares Number of Restricted Shares Outstanding, January 1, 2021 4,942 Granted 400,000 Shares vested (2,860 ) Outstanding, December 31, 2021 402,082 Granted - Shares Vested (2,082 ) Outstanding, December 31, 2022 400,000 A summary of outstanding restricted stock units as of December 31, 2022 is presented below: Schedule of Outstanding and Exercisable Restricted Stock Units Restricted Stock Units Grant Date Restricted Stock Unit for Outstanding Number of Units Weighted Average Remaining Life In Years 11/30/2021 Common Stock 400,000 - Total 400,000 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 14 – Net Loss Per Share The following table summarizes the number of potentially dilutive common stock equivalents excluded from the calculation of diluted net loss per common share as of December 31, 2022 and 2021. Warrants exercisable for nominal consideration are included in the number of common shares outstanding to calculate net loss per common share. Schedule of Dilutive Net Loss Per Common Share 2022 2021 December 31, 2022 2021 Shares of common stock issuable upon exercise of warrants 4,593,000 4,553,000 Shares of common stock issuable upon exercise of options and restricted stock units 4,194,000 3,844,000 Potentially dilutive common stock equivalents excluded from diluted net loss per share 8,787,000 8,397,000 Anti-dilutive common shares 8,787,000 8,397,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates and assumptions include the valuation allowance related to the Company’s deferred tax assets, and the valuation of warrants and derivative liabilities. |
Investments | Investments We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year are classified as long-term investments. Debt investments are classified as trading securities and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in unrealized gains (losses) from investments. Fair value is calculated based on publicly available market information. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. We recognize interest income based on the stated coupon rate of the investments purchased. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives, which range from 5 7 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices available in active markets for identical assets or liabilities trading in active markets. Level 2 Observable inputs other than quoted prices included in Level 1, such as quotable prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs. Financial instruments, including accounts payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. Derivative liabilities are accounted for at fair value on a recurring basis. |
Net Loss per Share | Net Loss per Share The Company computes basic and diluted loss per share by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period including warrants exercisable for little or no cash consideration. Basic and diluted net loss per common share are the same since the inclusion of common stock issuable pursuant to the exercise of warrants and options, would have been anti-dilutive. ENVVENO MEDICAL CORPORATION NOTES TO FINANCIAL STATEMENTS |
Stock-Based Compensation | Stock-Based Compensation The Company has an Equity Incentive Plan under which the Board of Directors may grant restricted stock or stock options to employees and nonemployees. The accounting treatment for share-based payments to employees and non-employees is substantially equivalent. Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award, and is recognized over the service period required for the award. The fair value of the Company’s stock options is estimated at the date of grant using the Black-Scholes based option valuation model. For the expected term, the Company uses SEC Staff Accounting Bulletin No. 107 simplified method for “plain vanilla” options with following characteristics: (i) the share options are granted at the market price on the grant date; (ii) exercisability is conditional on performing service through the vesting date on most options; (iii) if an employee terminates service prior to vesting, the employee would forfeit the share options; (iv) if an employee terminates service after vesting, the employee would have 30 to 90 days to exercise the share options; and (v) the share options are nontransferable and nonhedgeable. The Company estimated the expected term of the options using the simplified method. The Company uses its stock’s historical market information to calculate volatility used in estimating fair value of options granted. The volatility assumption is based on the historical volatility of the Company’s common stock with an equivalent remaining expected term. The dividend yield assumption is based on the Company’s history and expectation of future dividend payouts on the common stock. The risk-free interest rate is based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent remaining expected term. For option grants without performance conditions, the Company recognizes compensation expense over the requisite service period ratably, recognizing expense for each tranche of each grant starting on the grant date. For grants that have both service and performance conditions, the Company recognizes compensation expense using the graded attribution method. Compensation expense for grants with performance conditions is recognized only for those awards expected to vest. Forfeitures of unvested stock options are recorded when they occur. |
Loss Contingencies | Loss Contingencies The Company will accrue an estimated loss if information available before the financial statements are issued or are available to be issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In May 2021, the FASB issued Accounting Standards Update 2021-04 (“ASU No. 2021-04”), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The guidance in ASU 2021-04 requires the issuer to treat a modification of an equity-classified written call option (the “option”) that does not cause the option to become liability-classified as an exchange of the original option for a new option. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the option or as termination of the original option and issuance of a new option. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on our financial statements. In August 2020, the FASB issued Accounting Standards Update 2020-06 (“ASU 2020-06”), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU 2020-06 include guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, ASU 2020-06 will require entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on our financial statements. In January 2020, the FASB issued Accounting Standards Update 2020-01 (“ASU 2020-01”) Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in ASU 2020-01 clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The adoption of this standard did not have a material impact on our financial statements. |
Recent Accounting Standards | Recent Accounting Standards In October 2021, the FASB issued Accounting Standards Update 2021-08 (“ASU No. 2021-08”), Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in this update should be applied prospectively and are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We do not expect the adoption of this standard to have a material impact on our financial statements and related disclosures. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Investments | The components of investments were as follows at December 31, 2022: Schedule of Investments (In thousands) Cash Equivalents Short-Term Investment Long Term Investment Fair Value Level 1 U.S. Government securities $ 4,040 $ 34,489 $ - Total debt investments $ 4,040 $ 34,489 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2022, and 2021, property and equipment consist of the following: Schedule of Property and Equipment 2022 2021 December 31, (In thousands) 2022 2021 Laboratory equipment $ 524 $ 523 Furniture and fixtures 160 124 Computer equipment 222 164 Leasehold improvements 213 193 Software 251 251 Total property and equipment 1,370 1,255 Less: accumulated depreciation (849 ) (637 ) Property and equipment, net $ 521 $ 618 |
Right-of-Use Assets and Lease_2
Right-of-Use Assets and Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use Assets And Lease Liabilities | |
Schedule of Operating Lease Cost | Our operating lease cost is as follows: Schedule of Operating Lease Cost For the Year Ended December 31, 2022 Operating lease cost $ 389 |
Schedule of Supplemental Cash Flow Information Related to Operating Lease | Supplemental cash flow information related to our operating lease is as follows: Schedule of Supplemental Cash Flow Information Related to Operating Lease ( Dollars in thousands) For the Year Ended December 31, 2022 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 365 |
Schedule of Operating Remaining Lease Term and Discount Rate | Remaining lease term and discount rate for our operating lease is as follows: Schedule of Operating Remaining Lease Term and Discount Rate December 31, 2022 Remaining lease term 4.7 Discount rate 3.95 % |
Schedule of Maturity of Lease Liabilities | Maturity of our lease liabilities by fiscal year for our operating lease is as follows: Schedule of Maturity of Lease Liabilities (In thousands) Year ended December 31, 2023 $ 376 Year ended December 31, 2024 387 Year ended December 31, 2025 399 Year ended December 31, 2026 411 Year ended December 31, 2027 315 Total $ 1,888 Less: Imputed interest (172 ) Present value of our lease liability $ 1,716 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of December 31, 2022 and 2021, accrued expenses consist of the following: Schedule of Accrued Expenses 2022 2021 December 31, (In thousands) 2022 2021 Accrued compensation costs $ 391 $ 525 Accrued professional fees 62 84 Accrued research and development 56 60 Other 59 60 Accrued expenses $ 568 $ 729 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | The following summarizes the Company’s income tax provision (benefit): Schedule of Income Tax Provision (Benefit) 2022 2021 For the Years Ended (Dollars in thousands) 2022 2021 Federal: Current $ - $ - Federal: Current $ - $ - Deferred (3,773 ) (2,700 ) Federal: Deferred (3,773 ) (2,700 ) State and local: Current - - State and local: Current - - Deferred (1,258 ) (900 ) State and local: Deferred (1,258 ) (900 ) Federal, State and Local, Tax Expense (5,031 ) (3,600 ) Change in valuation allowance 5,031 3,600 Income tax provision (benefit) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective tax rate for the year’s ended December 31, 2022 and 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation 2022 2021 For the Years Ended 2022 2021 Tax benefit at federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (5.1 )% (7.0 )% Nondeductible compensation 5.7 % 6.2 % Permanent differences 0.1 % (0.5 )% True up adjustments (0.1 )% 0.5 % Change in valuation allowance 20.4 % 21.8 % Effective income tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets at December 31, 2022 and 2021 are as follows: Schedule of Deferred Tax Assets and Liabilities 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 14,747 $ 12,882 Research and development credit carryforwards 186 186 Research and development expense 2,527 - Intangible assets 247 276 Operating lease liability 480 78 Stock-based compensation 1,554 924 Impairment loss 137 137 Total gross deferred tax assets 19,878 14,483 Deferred tax liabilities Operating lease asset (468 ) (71 ) Property and equipment (71 ) (102 ) Total net deferred tax assets 19,339 14,310 Less: valuation allowance (19,339 ) (14,310 ) Total $ - $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Equity Transactions to Raise Capital | During 2021 the Company completed various equity transactions to raise capital through the placement of its common stock. The following table provides an overview of these transactions. Schedule of Equity Transactions to Raise Capital Date Description Type Number of shares Number of pre-funded warrants Net Proceeds 2021 February 11, 2021 Public Offering Common Stock 5,914,284 - $ 38,128 August 2021 At-the-Market Equity Program Common Stock 170,963 - $ 960 September 9, 2021 Registered Direct Offering Common Stock and pre-funded warrants 781,615 1,759,031 $ 18,274 Total $ 57,362 |
Schedule of Stock Warrant Activity | A summary of warrant activity during the years ended December 31, 2022 and 2021 is presented below: Schedule of Stock Warrant Activity Common Stock Number of Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value (In thousands) Outstanding, January 1, 2021 1,507,802 $ 20.10 Issued 4,895,016 4.59 Exercised (52,827 ) 5.03 Cancelled (38,286 ) 16.10 Outstanding, January 1, 2022 6,311,705 $ 8.80 4.2 $ 474 Issued 75,000 4.85 Exercised - - Cancelled (35,047 ) 109.50 Outstanding and exercisable, December 31, 2022 6,351,658 $ 8.21 6.0 $ 369 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Assumptions in Estimated Fair Value | The fair value of each option grant is estimated at the grant date using the Black Scholes method. The following assumptions were used in estimating fair value: Schedule of Stock Options Assumptions in Estimated Fair Value 2022 2021 Expected term 5.5 6.5 5.44 6.5 Volatility 96.0 101.5 % 112.94 103.6 % Risk free interest rate 1.88 4.74 % 0.08 1.20 % Dividend yield 0.00 % 0.00 % |
Schedule of Stock Option Activity | A summary of the option activity during the years ended December 31, 2022 and 2021 is presented below: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2021 210,689 $ 31.48 Granted 3,246,551 7.70 Forfeited (15,333 ) 8.36 Outstanding, December 31, 2021 3,441,907 $ 9.16 8.7 $ - Granted 413,612 $ 6.71 Forfeited (61,067 ) 7.87 Outstanding, December 31, 2022 3,794,452 $ 8.91 8.5 $ - Exercisable, December 31, 2022 2,317,427 $ 10.06 8.2 $ - |
Schedule of Stock Option Activity Restricted Shares | The Company also issues restricted shares and restricted stock units under the 2016 Plan. A summary of the restricted share and restricted stock units activity during the years ended December 31, 2022 and 2021 is presented below: Schedule of Stock Option Activity Restricted Shares Number of Restricted Shares Outstanding, January 1, 2021 4,942 Granted 400,000 Shares vested (2,860 ) Outstanding, December 31, 2021 402,082 Granted - Shares Vested (2,082 ) Outstanding, December 31, 2022 400,000 |
Schedule of Outstanding and Exercisable Restricted Stock Units | A summary of outstanding restricted stock units as of December 31, 2022 is presented below: Schedule of Outstanding and Exercisable Restricted Stock Units Restricted Stock Units Grant Date Restricted Stock Unit for Outstanding Number of Units Weighted Average Remaining Life In Years 11/30/2021 Common Stock 400,000 - Total 400,000 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Dilutive Net Loss Per Common Share | The following table summarizes the number of potentially dilutive common stock equivalents excluded from the calculation of diluted net loss per common share as of December 31, 2022 and 2021. Warrants exercisable for nominal consideration are included in the number of common shares outstanding to calculate net loss per common share. Schedule of Dilutive Net Loss Per Common Share 2022 2021 December 31, 2022 2021 Shares of common stock issuable upon exercise of warrants 4,593,000 4,553,000 Shares of common stock issuable upon exercise of options and restricted stock units 4,194,000 3,844,000 Potentially dilutive common stock equivalents excluded from diluted net loss per share 8,787,000 8,397,000 Anti-dilutive common shares 8,787,000 8,397,000 |
Business Organization and Nat_2
Business Organization and Nature of Operations (Details Narrative) | Dec. 31, 2022 ft² |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Area of Land | 14,507 |
Management_s Liquidity Plan (De
Management’s Liquidity Plan (Details Narrative) $ in Millions | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash | $ 4.6 |
Investments | 34.5 |
Working capital | $ 37.9 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Concentrations (Details Narrati
Concentrations (Details Narrative) $ in Thousands | Dec. 31, 2022 USD ($) |
Risks and Uncertainties [Abstract] | |
FDIC amount | $ 250,000 |
Uninsured amount | $ 4,300 |
Schedule of Investments (Detail
Schedule of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investment | $ 34,489 | |
Fair Value, Inputs, Level 1 [Member] | Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash equivalents | 4,040 | |
Short-term investment | 34,489 | |
Long term investment | ||
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash equivalents | 4,040 | |
Short-term investment | 34,489 | |
Long term investment |
Investments (Details Narrative)
Investments (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash and Cash Equivalents [Abstract] | |
Unrealized losses | $ 0.1 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,370 | $ 1,255 |
Less: accumulated depreciation | (849) | (637) |
Property and equipment, net | 521 | 618 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 524 | 523 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 160 | 124 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 222 | 164 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 213 | 193 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 251 | $ 251 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.2 | $ 0.1 |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Right-of-use Assets And Lease Liabilities | |
Operating lease cost | $ 389 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Operating Lease (Details) - USD ($) | 12 Months Ended | |
Nov. 17, 2021 | Dec. 31, 2022 | |
Right-of-use Assets And Lease Liabilities | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 30,206 | $ 365,000 |
Schedule of Operating Remaining
Schedule of Operating Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2022 |
Right-of-use Assets And Lease Liabilities | |
Remaining lease term | 4 years 8 months 12 days |
Discount rate | 3.95% |
Schedule of Maturity of Lease L
Schedule of Maturity of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Right-of-use Assets And Lease Liabilities | |
Year ended December 31, 2023 | $ 376 |
Year ended December 31, 2024 | 387 |
Year ended December 31, 2025 | 399 |
Year ended December 31, 2026 | 411 |
Year ended December 31, 2027 | 315 |
Total | 1,888 |
Less: Imputed interest | (172) |
Present value of our lease liability | $ 1,716 |
Right-of-Use Assets and Lease_3
Right-of-Use Assets and Lease Liabilities (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 17, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | |
Right-of-use Assets And Lease Liabilities | |||
Operating lease renewal term | 60 months | ||
Initial lease rate per month | $ 30,206 | $ 365,000 | |
Operating expenses for building repairs and maintenance | $ 7,254 | ||
Financing leases term description | The Company has no other operating or financing leases with terms greater than 12 months. | ||
Discount rate | 3.95% |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation costs | $ 391 | $ 525 |
Accrued professional fees | 62 | 84 |
Accrued research and development | 56 | 60 |
Other | 59 | 60 |
Accrued expenses | $ 568 | $ 729 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 08, 2021 | Apr. 12, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Gain on extinguishment of debt | $ 300 | $ 313 | ||
Paycheck Protection Program [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Notes payable amount | $ 300 | |||
Maturity date | Apr. 12, 2022 | |||
Interest rate | 1% |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal: Current | ||
Federal: Deferred | (3,773) | (2,700) |
State and local: Current | ||
State and local: Deferred | (1,258) | (900) |
Federal, State and Local, Tax Expense | (5,031) | (3,600) |
Change in valuation allowance | 5,031 | 3,600 |
Income tax provision (benefit) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (5.10%) | (7.00%) |
Nondeductible compensation | 5.70% | 6.20% |
Permanent differences | 0.10% | (0.50%) |
True up adjustments | (0.10%) | 0.50% |
Change in valuation allowance | 20.40% | 21.80% |
Effective income tax rate | 0% | 0% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 14,747 | $ 12,882 |
Research and development credit carryforwards | 186 | 186 |
Research and development expense | 2,527 | |
Intangible assets | 247 | 276 |
Operating lease liability | 480 | 78 |
Stock-based compensation | 1,554 | 924 |
Impairment loss | 137 | 137 |
Total gross deferred tax assets | 19,878 | 14,483 |
Operating lease asset | (468) | (71) |
Property and equipment | (71) | (102) |
Total net deferred tax assets | 19,339 | 14,310 |
Less: valuation allowance | (19,339) | (14,310) |
Total |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Credit carryforward, valuation allowance | $ 5 | $ 3.6 | ||
Research and development tax credit carryforwards | 0.2 | |||
Pre-2018 Federal NOL [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards expired | 12 | |||
Operating loss carryforwards expired, changes | 10.4 | $ 10.4 | ||
Post-2017 Federal NOL [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards expired | $ 40.7 | |||
Annual limit of deduction percentage | 80% | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 52.7 | 45.7 | ||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 52.5 | $ 45.7 | ||
Omnibus Incentive Plan [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Ownership percentage | 20% | 50% | 50% |
Schedule of Equity Transactions
Schedule of Equity Transactions to Raise Capital (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 09, 2021 | Feb. 11, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Net Proceeds issued during the period | $ 57,362 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued during the period | 781,615 | 5,914,284 | 170,963 | 5,914 |
Number of pre-funded warrants | 1,759,031 | |||
Net Proceeds issued during the period | $ 18,274 | $ 38,128 | $ 960 |
Schedule of Stock Warrant Activ
Schedule of Stock Warrant Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding | 6,311,705 | 1,507,802 |
Weighted Average Exercise Price, Outstanding | $ 8.80 | $ 20.10 |
Number of Warrants, Issued | 75,000 | 4,895,016 |
Weighted Average Exercise Price, Issued | $ 4.85 | $ 4.59 |
Number of Warrants, Exercised | (52,827) | |
Weighted Average Exercise Price, Exercised | $ 5.03 | |
Number of Warrants, Cancelled | (35,047) | (38,286) |
Weighted Average Exercise Price, Cancelled | $ 109.50 | $ 16.10 |
Weighted average remaining life in years, Outstanding | 4 years 2 months 12 days | |
Intrinsic value, Outstanding | $ 474 | |
Number of Warrants, Outstanding and exercisable | 6,351,658 | 6,311,705 |
Weighted Average Exercise Price, Outstanding and exercisable | $ 8.21 | $ 8.80 |
Weighted average remaining life in years, Outstanding and exercisable | 6 years | |
Intrinsic value, Outstanding and exercisable | $ 369 | $ 474 |
Schedule of Stock Options Assum
Schedule of Stock Options Assumptions in Estimated Fair Value (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility, minimum | 96% | 112.94% |
Volatility, maximum | 101.50% | 103.60% |
Risk free interest rate, minimum | 1.88% | 0.08% |
Risk free interest rate, maximum | 4.74% | 1.20% |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 5 years 6 months | 5 years 5 months 8 days |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 6 years 6 months | 6 years 6 months |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options beginning | 3,441,907 | 210,689 |
Weighted Average Exercise Price Outstanding beginning | $ 9.16 | $ 31.48 |
Number of options granted | 413,612 | 3,246,551 |
Weighted Average Exercise Price, Granted | $ 6.71 | $ 7.70 |
Number of options forfeited | (61,067) | (15,333) |
Weighted Average Exercise Price, Forfeited | $ 7.87 | $ 8.36 |
Weighted Average Remaining life in years | 8 years 6 months | 8 years 8 months 12 days |
Aggregate intrinsic value | ||
Number of options ending | 3,794,452 | 3,441,907 |
Weighted Average Exercise Price Outstanding Ending | $ 8.91 | $ 9.16 |
Aggregate intrinsic value | ||
Number of options exercisable | 2,317,427 | |
Weighted Average Exercise Price Outstanding, Exercisable | $ 10.06 | |
Weighted Average Remaining life in years, exercisable | 8 years 2 months 12 days |
Schedule of Stock Option Acti_2
Schedule of Stock Option Activity Restricted Shares (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Outstanding shares, beginning | 402,082 | 4,942 |
Granted | 400,000 | |
Shares Vested | (2,082) | (2,860) |
Outstanding shares, ending | 400,000 | 402,082 |
Schedule of Outstanding and Exe
Schedule of Outstanding and Exercisable Restricted Stock Units (Details) - shares shares in Thousands | Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-Based Payment Arrangement [Abstract] | ||||
Restricted Stock Unit for | Common Stock | |||
Outsatnding number of units, restricted stock | 400,000 | 400,000 | 402,082 | 4,942 |
Weighted Average Remaining Life In Years |
Share Based Compensation (Detai
Share Based Compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation | $ 8,994 | $ 5,999 | |
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation | $ 8,200 | ||
Vesting period | 1 year 8 months 12 days | ||
Selling, General and Administrative Expenses [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation | $ 9,000 | $ 6,000 | |
Omnibus Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Ownership percentage | 20% | 50% | 50% |
2016 Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options | The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder must be 110% of the fair market value on the date of the grant. | ||
Common Stock, Capital Shares Reserved for Future Issuance | 4,500,000 | ||
Number of shares authorized greater than minimum percentage | 20% |
Schedule of Dilutive Net Loss P
Schedule of Dilutive Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common shares | 8,787,000,000 | 8,397,000,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common shares | 4,593,000 | 4,553,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common shares | 4,194,000,000 | 3,844,000,000 |