Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Motus GI Holdings, Inc. | |
Entity Central Index Key | 0001686850 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Entity Emerging Growth Company | true | |
Entity Common Stock, Shares Outstanding | 28,826,157 | |
Entity File Number | 001-38389 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | [1] |
Current assets | |||
Cash and cash equivalents | $ 21,457 | $ 20,528 | |
Investments | 8,203 | ||
Accounts receivable | 19 | 65 | |
Inventory | 1,232 | 1,014 | |
Prepaid expenses and other current assets | 1,158 | 339 | |
Related party receivable | 4 | 18 | |
Total current assets | 23,870 | 30,167 | |
Fixed assets, net | 1,140 | 1,056 | |
Right-of-use assets | 973 | 1,021 | |
Other non-current assets | 13 | 13 | |
Total assets | 25,996 | 32,257 | |
Current liabilities | |||
Accounts payable and accrued expenses | 2,948 | 2,999 | |
Operating lease liabilities - current | 259 | 321 | |
Other current liabilities | 124 | 270 | |
Term debt, net of debt discount of $227 and $246, respectively | 7,773 | 7,754 | |
Total current liabilities | 11,104 | 11,344 | |
Contingent royalty obligation | 1,551 | 1,872 | |
Operating lease liabilities - non-current | 720 | 713 | |
Total liabilities | 13,375 | 13,929 | |
Commitments and contingent liabilities (Note 9) | |||
Shareholders' equity | |||
Preferred stock value | |||
Common Stock $0.0001 par value; 50,000,000 shares authorized; 28,826,157 and 28,811,087 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 3 | 3 | |
Additional paid-in capital | 103,593 | 102,789 | |
Accumulated deficit | (90,975) | (84,464) | |
Total shareholders' equity | 12,621 | 18,328 | |
Total liabilities and shareholders' equity | 25,996 | 32,257 | |
Preferred Series A Stock | |||
Shareholders' equity | |||
Preferred stock value | |||
[1] | Derived from audited consolidated financial statements |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | [1] |
Debt discount | $ 227 | $ 246 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 8,000,000 | 8,000,000 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 50,000,000 | 50,000,000 | |
Common stock, issued | 28,826,157 | 28,811,087 | |
Common stock, outstanding | 28,826,157 | 28,811,087 | |
Preferred Series A Stock | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 2,000,000 | 2,000,000 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
[1] | Derived from audited consolidated financial statements |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 28 | $ 1 |
Cost of revenue | 30 | 1 |
Gross loss | (2) | |
Operating expenses: | ||
Research and development | 1,935 | 2,404 |
Sales and marketing | 1,863 | 1,157 |
General and administrative | 2,912 | 2,797 |
Total operating expenses | 6,710 | 6,358 |
Operating loss | (6,712) | (6,358) |
Gain on change in estimated fair value of contingent royalty obligation | 321 | 27 |
Finance income (expense), net | (112) | 60 |
Foreign currency loss | (8) | (2) |
Loss before income taxes | (6,511) | (6,273) |
Income tax expense | ||
Net loss | $ (6,511) | $ (6,273) |
Basic and diluted loss per common share | $ (0.23) | $ (0.29) |
Weighted average number of common shares outstanding, basic and diluted | 28,817,711 | 21,443,519 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (unaudited) - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at beginning at Dec. 31, 2018 | $ 2 | $ 79,893 | $ (61,378) | $ 18,517 |
Balance at beginning (in shares) at Dec. 31, 2018 | 21,440,148 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common shares upon exercise of options | 2 | 2 | ||
Issuance of common shares upon exercise of options (in shares) | 416 | |||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units (in shares) | 10,313 | |||
Share based compensation | 837 | 837 | ||
Share based compensation (in shares) | ||||
Net loss | (6,273) | (6,273) | ||
Balance at end at Mar. 31, 2019 | $ 2 | 80,732 | (67,651) | 13,083 |
Balance at end (in shares) at Mar. 31, 2019 | 21,450,877 | |||
Balance at beginning at Dec. 31, 2019 | $ 3 | 102,789 | (84,464) | 18,328 |
Balance at beginning (in shares) at Dec. 31, 2019 | 28,811,087 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units (in shares) | 15,070 | |||
Issuance of common shares upon cashless exercise of options (in shares) | ||||
Share based compensation | 804 | $ 804 | ||
Share based compensation (in shares) | ||||
Net loss | (6,511) | (6,511) | ||
Balance at end at Mar. 31, 2020 | $ 3 | $ 103,593 | $ (90,975) | $ 12,621 |
Balance at end (in shares) at Mar. 31, 2020 | 28,826,157 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (6,511) | $ (6,273) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 76 | 48 | |
Amortization of debt issuance costs | 19 | ||
Gain on change in estimated fair value of contingent royalty obligation | (321) | (27) | |
Share based compensation | 804 | 941 | |
Unrealized gain on investments | (5) | ||
Impairment of fixed assets | 9 | ||
Non-cash operating lease expense | 48 | 75 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 46 | 4 | |
Related party receivable | 14 | ||
Inventory | (300) | (92) | |
Prepaid expenses and other current assets | (819) | (208) | |
Accounts payable and accrued expenses | (17) | 199 | |
Operating lease liabilities - current and non-current | (55) | (75) | |
Other current and non-current liabilities | (146) | (173) | |
Net cash used in operating activities | (7,153) | (5,586) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of fixed assets | (87) | (44) | |
Purchase of available-for-sale securities | (2,030) | ||
Proceeds from sale of available-for-sale securities | 8,203 | ||
Net cash provided by (used in) investing activities | 8,116 | (2,074) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of options | 2 | ||
Financing fees | (34) | (144) | |
Net cash used in financing activities | (34) | (142) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 929 | (7,802) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 20,528 | [1] | 18,050 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 21,457 | 10,248 | |
CASH PAID FOR: | |||
Interest | 97 | ||
Income taxes | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | |||
Financing fees included in accounts payable and accrued expenses | $ 63 | ||
[1] | Derived from audited consolidated financial statements |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business Motus GI Holdings, Inc. (the "Company") was incorporated in Delaware, U.S.A. in September 2016. The Company and its subsidiaries, Motus, Ltd. and Motus, Inc., are collectively referred to as "Motus GI" or the "Company". The Company has developed the Pure-Vu System (the "Pure-Vu System"), a medical device that has received 510(k) clearance from the U.S. Food and Drug Administration (the "FDA"). In June 2019, the 510(k) premarket notification for the second-generation of the Pure-Vu System was reviewed and cleared by the FDA. The first-generation and second-generation of the Pure-Vu System have received CE Mark approval in the European Economic Area. The Pure-Vu System is indicated to help facilitate the cleaning of a poorly prepared colon during the colonoscopy procedure. The device integrates with standard and slim colonoscopes to enable safe and rapid cleansing during the procedure while preserving established procedural workflow and techniques by irrigating the colon and evacuating the irrigation fluid (water), feces and other bodily fluids and matter. The Company began commercialization in October 2019, with the first commercial placements of its second generation Pure-Vu System as part of its initial U.S. market launch targeting early adopter hospitals. The Company does not expect to generate significant revenue from product sales until the Company expands its commercialization efforts for the Pure-Vu System, which is subject to significant uncertainty. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | Note 2 – Basis of Presentation and Going Concern The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2019 10-K filed with the SEC on March 30, 2020. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any future periods. The December 31, 2019 balance sheet information was derived from the audited financial statements as of that date. To date, the Company has generated minimal revenues, experienced negative operating cash flows and has incurred substantial operating losses from its activities. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources, future product sales, and through the issuance of debt or equity. During the quarter ended March 31, 2020, a pandemic occurred. While the full impact of the pandemic continues to evolve, the financial markets have been subject to significant volatility that adversely impacts the Company’s ability to enter into, modify, and negotiate favorable terms and conditions relative to equity and debt financing initiatives. The uncertain financial markets, potential disruptions in supply chains, mobility restraints, and changing priorities could also affect the Company’s ability to enter into key agreements. The outbreak and government measures taken in response to the pandemic have also had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as certain medical services and supplies, have spiked, while demand for other goods and services, such as travel, have fallen. The future progression of the outbreak and its effects on our business and operations are uncertain. The Company and its third-party contract manufacturers, contract research organizations, and clinical sites may also face disruptions in procuring items that are essential to the Company’s research and development activities, including, for example, medical and laboratory supplies, in each case, that are sourced from abroad or for which there are shortages because of ongoing efforts to address the outbreak. While expected to be temporary, these disruptions will negatively impact the Company’s sales, its results of operations, financial condition, and liquidity in 2020. The Company has financed its operations primarily through sales of equity-related securities. As of March 31, 2020, the Company had an accumulated deficit of $90,975, total current assets of $23,870 and total current liabilities of $11,104 resulting in working capital of $12,766. For the three months ended March 31, 2020, the Company incurred a net loss of $6,511. As of March 31, 2020, the Company had cash and cash equivalents of $21,457. Under the terms of the loan agreement with Silicon Valley Bank (“SVB”), the Company must maintain unrestricted cash in accounts held at SVB of at least $10,000 (the “Liquidity Covenant”). The Company will need to raise additional capital or generate substantial revenue in order to ensure compliance with the Liquidity Covenant to support its development and commercialization efforts. If adequate funds are not available to the Company on a timely basis, or at all, it may breach the Liquidity Covenant, in which case, the Company would be required to immediately pledge to the bank and thereafter maintain in a separate account, unrestricted and unencumbered cash in an amount equal to the amount then outstanding under the loan agreement. Management’s plan, inclusive of its cost reduction plan (the “2020 Plan”) in 2020, includes revenue generation through the sale of products and raising funds from outside investors. However, there is no assurance that such sale of products will occur or that outside funding will be available to the Company, will be obtained on favorable terms or will provide the Company with sufficient capital to meet its objectives. Such conditions, as well as the terms of its Liquidity Covenant and the uncertainty of the impact of the COVID-19 pandemic, raise substantial doubts about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2020 are consistent with those discussed in Note 3 to the consolidated financial statements in the Company’s 2019 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2020. Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2020, and December 31, 2019, the Company had a full valuation allowance against its deferred tax assets. For the three months ended March 31, 2020 and 2019, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2020 and 2019, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. Restructuring Charges Restructuring charges are comprised of severance costs related to workforce reductions and other costs directly related to the 2020 Plan, including lease exit and fixed asset impairment. The Company recognizes restructuring charges when the liability is incurred. Employee termination benefits are accrued at the date management has committed to a plan of termination and employees have been notified of their termination dates and expected severance payments, see Note 12. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. ASU 2018-13 removes, modifies, and adds certain disclosure requirements, and is effective for all entities for fiscal years ending after December 15, 2019. The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have a material impact on the Company’s financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, “Internal-Use Software (Subtopic 350-40)—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service”. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license), by requiring a customer in a cloud computing arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project, and is effective for public business entities for fiscal years beginning after December 15, 2019. The Company adopted ASU 2018-15 on January 1, 2020. The adoption of ASU 2018-15 did not have a material impact on the Company’s financial position or results of operations. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which is intended to simplify various aspects related to accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. |
Investments and Fair Value of F
Investments and Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value of Instruments | Note 4 – Investments and Fair Value of Instruments Investments consist of available-for-sale securities which are carried at fair value. Interest and dividends on investments are included in finance income, net. As of March 31, 2020, the Company did not have any investments. The following table summarizes, by major security type, the Company's investments as of December 31, 2019: December 31, 2019 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 8,198 $ 8,203 Total $ 8,198 $ 8,203 The Company accounts for financial instruments in accordance with ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the three months ended March 31, 2020 and during the year ended December 31, 2019. The following table summarizes the fair value of the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy, as of March 31, 2020 and December 31, 2019: March 31, 2020 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,551 $ 1,551 December 31, 2019 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 8,203 $ - $ - $ 8,203 Liabilities Contingent royalty obligation $ - $ - $ 1,872 $ 1,872 Financial instruments with carrying values approximating fair value include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, and certain other current liabilities, due to their short-term nature. Contingent Royalty Obligation In estimating the fair value of the Company's contingent royalty obligation (see Note 9), the Company used the discounted cash flow method as of March 31, 2020 and December 31, 2019. Based on the fair value hierarchy, the Company classified contingent royalty obligation within Level 3 because valuation inputs are based on projected revenues discounted to a present value. The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 contingent royalty obligation for the three months ended March 31, 2020: Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2019 $ 1,872 Change in estimated fair value of contingent royalty obligation (321 ) Balance at March 31, 2020 $ 1,551 The contingent royalty obligation is re-measured at each balance sheet date using the following assumptions: 1) discount rate of 21% at both March 31, 2020 and December 31, 2019, and 2) rate of royalty payment of 3% at both March 31, 2020 and December 31, 2019. In accordance with ASC-820-10-50-2(g), the Company performed a sensitivity analysis of the liability, which was classified as a Level 3 financial instrument. The Company recalculated the fair value of the liability by applying a +/- 2% change to the input variable in the discounted cash flow model; the discount rate. A 2% decrease in the discount rate would increase the liability by $177 and a 2% increase in the discount rate would decrease the liability by $156. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory is stated at lower of cost or net realizable value using the weighted average cost method and is evaluated at least annually for impairment. Write-downs for potentially obsolete or excess inventory are made based on management's analysis of inventory levels, historical obsolescence and future sales forecasts. For the three months ended March 31, 2020 and 2019, inventory write-down charges recorded were $0 and $76, respectively. Inventory at March 31, 2020 and December 31, 2019 consisted of the following: March 31, December 31, Raw materials $ 352 $ 294 Work-in-process 40 124 Finished goods 840 596 Ending inventory $ 1,232 $ 1,014 |
Fixed assets, net
Fixed assets, net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets, net | Note 6 – Fixed assets, net Fixed assets, summarized by major category, consist of the following for the years ended: March 31, December 31, Office equipment $ 167 $ 148 Computers and software 333 335 Machinery 455 455 Lab and medical equipment 694 568 Leasehold improvements 185 180 Total 1,834 1,686 Less: accumulated depreciation and amortization (694 ) (630 ) Fixed assets, net $ 1,140 $ 1,056 Depreciation and amortization expense for the three months ended March 31, 2020 and 2019 was $76 and $48, respectively. The Company incurred a loss on the impairment of fixed assets in the amount of $9 for the three months ended March 31, 2020. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 7 – Leases The Company leases an office in Fort Lauderdale, Florida under an operating lease. The term expires November 2024. The annual base rent is subject to annual increases of 2.75%. As described within Note 10, we share this space with a related party pursuant to the Shared Space Agreement, as defined below. The Company leases an office in Israel under an operating lease. The term expires on December 31, 2022. The annual base rent is subject to increases of 4%. The Company leases vehicles under operating leases that expire at various dates through 2022. Many of these leases provide for payment by the Company, as the lessee, of taxes, insurance premiums, costs of maintenance and other costs which are expenses as incurred. Certain operating leases include escalation clauses and some of which may include options to extend the leases for up to 3 years. On March 11, 2020, the Company entered into a lease for a facility in Norwood, Massachusetts. The Company expected to begin occupying the facility on or about June 11, 2020. Prior to occupying the space and a commencement date being established, on March 30, 2020, the Company executed a lease termination agreement with the landlord of the facility for the early termination of the lease. The termination agreement requires the Company to pay a termination fee and releases the Company from any further obligations under the lease, effective upon the payment of the termination fee. A termination fee of $170 was paid, included in general and administrative expense, to the landlord on March 30, 2020, in connection with the termination agreement. The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows: Three Months Three Months 2020 2019 Lease Cost Operating lease cost $ 55 $ 86 Variable lease cost 29 4 Total lease cost $ 84 $ 90 As of As of 2020 2019 Assets Operating lease, right-of-use- asset $ 973 $ 1,021 Liabilities Current Operating lease liabilities $ 259 $ 321 Non-current Operating lease liabilities, net of current portion 720 713 Total lease liabilities $ 979 $ 1,034 Other information: Weighted average remaining lease term - operating leases 3.93 years 4.08 years Weighted-average discount rate - operating leases 7.66 % 7.67 % The Company records operating lease payments to lease expense using the straight-line method. The Company’s lease expense was $84 and $90 for the three months ended March 31, 2020 and 2019, respectively, included in general and administrative expenses which is net of the related party license fee of $35 for the three months ended March 31, 2020 (see Note 10). Future minimum lease payments under non-cancellable operating leases as of March 31, 2020 were as follows: Year Ended December 31, Amount 2020 (remaining nine months) $ 246 2021 286 2022 271 2023 184 2024 141 Total future minimum lease payments 1,128 Imputed interest (149 ) Total liability $ 979 Future minimum lease payments under non-cancellable operating leases as of December 31, 2019 were as follows: Twelve Months Ended December 31, Amount 2020 $ 331 2021 278 2022 264 2023 184 2024 142 Total future minimum lease payments $ 1,199 Imputed interest (165 ) Total liability $ 1,034 Future minimum receipts under the related party license fee as of March 31, 2020 were as follows: Year Ended December 31, Amount 2020 (remaining nine months) $ 138 2021 189 2022 195 2023 198 2024 168 Total future minimum lease receipts $ 888 |
Term Debt
Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Term Debt | Note 8 – Term Debt On December 13, 2019 (the “Effective Date”), the Company entered into a Loan and Security Agreement (the “Loan Debt”) for $8,000 (the “Term Debt”) with Silicon Valley Bank (the “Bank” or “SVB”). On April 10, 2020, the Company entered into a Deferral Agreement (the “Deferral Agreement”) with SVB, effective April 2, 2020, which amends certain provisions of the Loan and Security Agreement, between the Company and SVB. Pursuant to and among other changes effected by, the Deferral Agreement, as of April 2, 2020, the originally scheduled period of monthly interest-only payments under the Loan Agreement, and the originally scheduled maturity date of the Loan Agreement, have each been extended by six months. As a result, pursuant to the Deferral Agreement, the Loan Agreement now provides for monthly interest-only payments through June 30, 2022, followed by monthly payments of principal and interest until June 1, 2024. The Term Debt of $8,000 bears an interest rate equal to the greater of (i) one-half of one percent (0.50%) above the Prime Rate and (ii) five and one-half percent (5.50%). At March 31, 2020, the interest rate was 5.50%. The Term Debt is collateralized by substantially all assets of the Company. Additionally, the Company has pledged 65% of the outstanding capital stock in the Company’s foreign subsidiary, Motus GI Medical Technologies, Ltd., to collateralize the Term Debt. Interest payments have commenced on January 1, 2020, following each month until the maturity date. Principal payments will commence July 1, 2022 and continuing for 24 consecutive months thereafter. The Company may prepay all, but not less than all, of the outstanding principal balance of the Term Debt subject to prepayment premium of $240, plus all other sums, if any, that shall have become due and payable. The Company incurred $250 of debt issuance costs related to the Term Debt. For the three months ended March 31, 2020, $19 of debt issuance costs was amortized to interest expense using the effective interest method. The effective interest rate on the Term Debt for the three months ended March 31, 2020 was 6.73%. The Company accounts for its bank indebtedness at amortized cost. Further, under the terms of the agreement, the Company must maintain unrestricted cash in accounts with the Bank of at least $10,000. The covenant was met by the Company as of March 31, 2020. The Company’s cash forecast indicates that it will need to raise additional funds during 2020, which is part of the current operating plan, in order to meet this liquidity requirement covenant during the coming year. The Term Debt includes a subjective acceleration clause. During the quarter ended March 31, 2020, a pandemic occurred, which caused a shift in the capital markets. In response to the pandemic, certain measures were taken by authorities that could result in adverse financial impacts to the Company, including requiring Company workers to stay home. The Company considered the probability of a further slow-down of its sales team and the related impact on the potential to trigger the Liquidity Covenant, along with the tightening of the capital markets, which could cause SVB to exercise the subjective acceleration clause in determining the classification of the Company’s Term Debt. When considering these factors, the Company determined the likelihood of acceleration could be probable during 2020 if the pandemic continues, and therefore Company has classified the Term Debt in current liabilities. Future maturities under the amended terms of the Term Debt are as follows: Years Ending December 31, Amount 2020 (remaining nine months) $ - 2021 - 2022 2,000 2023 4,000 2024 2,000 Total 8,000 Less unamortized debt issuance costs (227 ) Total Term Debt, less debt issuance costs $ 7,773 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Royalties to the IIA The Company has received grants from the Government of the State of Israel through the Israeli National Authority for Technical Innovation (the “IIA”) for the financing of a portion of its research and development expenditures. The total amount that was received and recorded between the periods ending December 31, 2011 through 2016 was $1,332. No amounts were received during the three months ended March 31, 2020 and 2019. The Company has a contingent obligation to the IIA for the total amount received along with the accumulated LIBOR interest to date in the amount of $1,399 and $1,396 as of March 31, 2020 and December 31, 2019, respectively. This obligation is repaid in the form of royalties on revenues generated in any fashion with a rate that is currently at 4% (which may be increased under certain circumstances). The Company may be obligated to pay up to 100% (which may be increased under certain circumstances) of the U.S. dollar-linked value of the grants received, plus interest at the rate of 12-month LIBOR. Repayment of the grants is contingent upon the successful completion of the Company’s R&D programs and generating sales. The Company has no obligation to repay these grants if the R&D program fails, is unsuccessful, or aborted, or if no sales are generated. The Company has recorded an immaterial expense for the three months ended March 31, 2020 and 2019, and an immaterial liability at March 31, 2020 and 2019. Royalty Payment Rights on Royalty Payment Rights Certificates The Company filed a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”), establishing the rights and preferences of the holders of the Series A Convertible Preferred Stock, including certain directors and officers of the Company (the “Royalty Payment Rights”). As set forth in the Certificate of Designation, the Royalty Payment Rights initially entitled the holders in aggregate, to a royalty in an amount of: ● 3% of net sales subject to a maximum in any calendar year equal to the total dollar amount of Units closed on in the Company’s 2017 private placement (the “2017 Private Placement”); and ● 5% of licensing proceeds subject to a maximum in any calendar year equal to the total dollar amount of Units closed on in the 2017 Private Placement. In addition, in connection with completion of the 2017 Private Placement, the Company issued the placement agent royalty payment rights certificates (the “Placement Agent Royalty Payment Rights Certificates”) which grants the placement agent, and its designees, the right to receive, in the aggregate, 10% of the amount of payments paid to the holders of the Series A Convertible Preferred Stock, or the holders of the Royalty Payment Rights Certificates (the “Royalty Payment Rights Certificates”), upon the conversion of the Series A Convertible Preferred Stock into shares of the Company’s common stock. The Placement Agent Royalty Payment Rights Certificates are on substantially similar terms as the Royalty Payment Rights of the Series A Convertible Preferred Stock. The Royalty Payment Rights Certificate obligation and Placement Agent Royalty Payment Rights Certificate obligation (the “Contingent Royalty Obligation”) was recorded as a liability at fair value as “Contingent royalty obligation” in the consolidated balance sheets at March 31, 2020 and December 31, 2019 (see Contingent Royalty Obligation below). The fair value at inception was allocated to the royalty rights and the residual value was allocated to the preferred shares and recorded as equity. The Company amended its Certificate of Designation to modify the Royalty Payment Rights when the Company consummated its Initial Public Offering (“IPO”) on February 16, 2018, at which time the Company converted the Series A Convertible Preferred Stock into shares of the Company’s common stock and issued the Royalty Payment Rights Certificates. Pursuant to the terms of the Royalty Payment Rights Certificates, if and when the Company generates sales of the current and potential future versions of the Pure-Vu System, including disposables, parts, and services, or if the Company receives any proceeds from the licensing of the current and potential future versions of the Pure-Vu System, then the Company will pay to the holders of the Royalty Payment Rights Certificates a royalty (the “Royalty Amount”) equal to, in the aggregate, in royalty payments in any calendar year for all products: ● 3% of Net Sales* for commercialized product directly; and ● 5% of any Licensing Proceeds** for rights to commercialize the product if sublicensed by the Company to a third-party. * Notwithstanding the foregoing, with respect to Net Sales based Royalty Amounts, (a) no Net Sales based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Net Sales equal to $20,000 (the “Initial Net Sales Milestone”), and royalties shall only be computed on, and due with respect to, Net Sales generated in excess of the Initial Net Sales Milestone, and (b) the total Net Sales based Royalty Amount due and payable in any calendar year shall be subject to a royalty cap amount per calendar year of $30,000. “Net Sales” is defined in the Royalty Payment Rights Certificates. The Company has not reached the Initial Net Sales Milestone as of March 31, 2020. ** Notwithstanding the foregoing, with respect to Licensing Proceeds based Royalty Amounts, (a) no Licensing Proceeds based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Licensing Proceeds equal to $3,500 (the “Initial Licensing Proceeds Milestone”), and royalties shall only be computed on, and due with respect to, Licensing Proceeds in excess of the Initial Licensing Proceeds Milestone and (b) the total Licensing Proceeds based Royalty Amount due and payable in any calendar year shall be subject to a royalty cap amount per calendar year of $30,000. “Licensing” Proceeds is defined in the Royalty Payment Rights Certificate. The Company has not reached the Initial Licensing Proceeds Milestone as of March 31, 2020. The Royalty Amount will be payable up to the later of (i) the latest expiration date of the Company’s patents issued as of December 22, 2016, or (ii) the latest expiration date of any pending patents as of December 22, 2016 that have since been issued or may be issued in the future (which is currently April 2035). Following the expiration of all such patents, the holders of the Royalty Payment Rights Certificates and the holders of the Placement Agent Royalty Payment Rights Certificates will no longer be entitled to any further royalties for any period following the latest to occur of such patent expiration. On February 16, 2018, the date of the closing of the IPO, (1) the amendment to the Certificate of Designation became effective, (2) all outstanding shares of Series A Convertible Preferred Stock were converted into shares of the Company’s common stock pursuant to a mandatory conversion, and (3) the Royalty Payment Rights Certificates were issued to the former holders of the Series A Convertible Preferred Stock. Contingent Royalty Obligation The Contingent Royalty Obligation was recorded as a non-current liability at fair value in the consolidated balance sheets at March 31, 2020 and December 31, 2019 in the amount of $1,551 and $1,872, respectively. For the three months ended March 31, 2020 and 2019, the Company recorded a gain on change in fair value of Contingent Royalty Obligation in the amount of $321 and $27, respectively. Manufacturing Component Purchase Obligations The Company utilizes two outsourcing partners to manufacture its Workstation and Disposable, and to perform final assembly and testing of finished products. These outsourcing partners acquire components and build product based on demand information supplied by the Company. As of March 31, 2020, the Company expects to pay $93 under manufacturing-related supplier arrangements within the next year, substantially all of which is noncancelable. Other Commitments and Contingencies The Company has a severance contingency for severance payments to its CEO, COO, and CFO in the aggregate of $1,319, in the event that they are terminated without cause or leave due to good reason, as outlined in their employee agreements. Management estimates that the likelihood of payment is remote; therefore, no liability was reflected in these condensed consolidated financial statements. Additionally, the Company’s business may be harmed if, in connection with an outbreak, the Company’s customers seek to limit or prevent access by the Company’s sales and clinical support teams to their facilities, which the Company has already experienced in certain locations, or if the Company’s customers postpone elective procedures while their resources are diverted to addressing such an outbreak. Any serious disruption with the Company’s operations due to the COVID-19 outbreak could impair the Company’s ability to generate sufficient cash to repay its debt obligations when they become due and payable, either when they mature, or in the event of a default, which will cause the Company to breach its covenants and may negatively impact the Company’s business operations, financial condition, and results of operations. The Company is unable to predict the outcome of these matters and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions Shared Space Agreement In January 2020, the Company entered into a license agreement (the “Shared Space Agreement”) with Orchestra BioMed, Inc., a greater than 5% holder of the Company’s common stock and entity in which David Hochman, the Chairman of the Company’s board of directors, serves as the Chairman of the board of directors and Chief Executive Officer, and Darren Sherman, a member of the Company’s board of directors, serves as a director and as President and Chief Operating Officer. As of March 31, 2020, the Company has a related party receivable in the amount of $4 and a liability of $13 in relation to the Shared Space Agreement. During the three months ended March 31, 2020, the Company recorded license fee of $35 in relation to the Shared Space Agreement. This amount is netted with rent expense in general and administrative expenses. Orchestra BioMed, Inc. will continue to pay a monthly license fee based on the shared space to the Company until the expiration of the Shared Space Agreement in September 2024. Aggregate license fees will range from $162 to $198 in any given calendar year during the term of the Shared Space Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stock-based compensation | Note 11 – Stock-based compensation Issuance of Common Stock On February 6, 2020, the Company’s Compensation Committee approved the issuance of 260,154 options, in the aggregate, to executives and directors which vest over a three-year period on a quarterly basis to purchase shares of the Company’s common stock with an exercise price equal to $2.16 per share of common stock. On February 6, 2020, the Company’s Compensation Committee approved the issuance of 260,154 restricted stock unit awards, in the aggregate, to executives and directors which vests over a three-year period on a quarterly basis. On February 6, 2020, the Company’s Compensation Committee approved the issuance of 831,012 options to employees which vest over a three-year period on a quarterly basis to purchase shares of the Company’s common stock with an exercise price equal to $2.16 per share of common stock. On February 21, 2020, the Company issued 15,070 shares of common stock upon the vesting of 15,070 restricted stock unit awards. Issuance of Warrants to Purchase Common Stock On June 6, 2018, the Company entered into a consultant agreement with a service provider which shall continue until the agreement is terminated by the Company or service provider by providing at least five business days’ prior written notice. Pursuant to the agreement, the Company (a) issued a warrant on June 6, 2018 to purchase 10,000 shares of the Company’s common stock, with an exercise price of $5.25 per share, at which time a measurement date was reached (b) issued a warrant on October 6, 2018 to purchase 10,000 shares of the Company’s common stock, with an exercise price of $6.25 per share at which time a measurement date was reached, and (c) issued a warrant on February 6, 2019 to purchase 10,000 shares of the Company’s common stock, with an exercise price of $7.25 per share (collectively, such warrants referred to as the “Consultant Warrants”). The Consultant Warrants each have a five-year term, vest immediately, and provide for cashless exercise. The Company recorded $10 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss in relation to the consulting agreement for the three months ended March 31, 2019. On July 2, 2018, the Company entered into a consultant agreement with a service provider which continued until February 28, 2019. Pursuant to the agreement, the Company (i) issued a fully-vested and nonforfeitable warrant on July 2, 2018 (at which point a measurement date was reached) to purchase 25,000 shares of the Company’s common stock, with an exercise price of $7.39 per share, and expired 12 months from the date of agreement, (ii) issued a fully-vested and nonforfeitable warrant on July 2, 2018 (at which point a measurement date was reached) to purchase 25,000 shares of the Company’s common stock, with an exercise price of $7.39 per share, and expires 18 months from the date of the agreement, (iii) issued a fully-vested and nonforfeitable warrant on October 2, 2018 (at which point a measurement date was reached) to purchase 25,000 shares of the Company’s common stock with an exercise price of $8.75 per share, and expires 18 months from the date of the agreement and (iv) issued a fully-vested and nonforfeitable warrant on January 2, 2019 to purchase 25,000 shares of common stock of the Company with an exercise price of $10.00 per share, and expires 24 months from the date of the agreement. The warrants issued under this agreement are callable by the Company and it will have the right to require the consultant to exercise all or any warrants still unexercised for a cash exercise or the Company may re-purchase the warrant at a price of $0.01 per warrant share if the Company’s stock trades above a closing floor price ranging from $9.00 to $13.00 per share for ten (10) consecutive trading days. In accordance with ASC 480, “Distinguishing Liabilities from Equity”, the call feature is a conditional obligation upon an event not certain to occur that becomes mandatorily redeemable if that event occurs, the condition is resolved, or that event becomes certain to occur. Because the conditional event is within control of the Company, the call feature is not recognized for accounting purposes until the Company exercises its rights under agreement. The Company recorded $31 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three months ended March 31, 2019. On July 3, 2018, the Company entered into an amendment to a consulting agreement dated May 27, 2017 as a continuation of investor relation and consulting services to extend the termination of the agreement to July 2019 and issued 30,000 shares of common stock which vested immediately and a warrant to purchase 90,000 shares of common stock which vested immediately. The warrants are exercisable at $8.50 per share and expire five years from the date of issuance. The Company recorded $137 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three months ended March 31, 2019. On January 1, 2019, the Company entered into an amended and restated consultant agreement to restate and replace the existing consultant agreement dated October 1, 2018 with a service provider which shall continue until September 30, 2019, unless and until sooner terminated by the Company or service provider by providing at least thirty days prior written notice. Pursuant to the agreement, the Company issued a fully-vested and nonforfeitable warrant on February 13, 2019 to purchase 50,000 shares of the Company’s common stock, with an exercise price of $5.00 per share, and expires March 20, 2022. The Company recorded $30 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three months ended March 31, 2019. On February 13, 2019, the Company issued to an existing service provider for past services rendered a fully-vested and nonforfeitable warrant to purchase 30,000 shares of the Company’s common stock, with an exercise price of $5.00 per share, and expires March 20, 2022. The aggregate fair value of the 30,000 warrants was estimated to be $55 which was recorded as general and administrative expense in the accompanying condensed consolidated statements of comprehensive loss for the three months ended March 31, 2019. On August 1, 2019, the Company entered into a consulting agreement which shall continue until the agreement is terminated by the Company or service provider by providing at least ten business days’ prior written notice. On September 16, 2019, the Company issued a notice of termination to the service provider to terminate the consulting agreement on November 30, 2019. Pursuant to the agreement, the Company issued two warrants on August 8, 2019 to purchase an aggregate of 20,000 shares the Company’s common stock, with an exercise price of $2.66 per share (the “August 2019 Consultant Warrants”), which vest for four equal tranches beginning November 1, 2019 through August 1, 2020. On November 13, 2019, the Company’s board of directors accelerated the vesting of the August 2019 Consultant Warrants which vested in their entirety on November 30, 2019. The August 2019 Consultant Warrants have a three-year term and provide for a cashless exercise. On February 6, 2020, the Company entered into a services agreement whereby it agreed to issue warrants to purchase 120,000 shares of common stock of the Company. The warrants will vest over a one-year period on a monthly basis and expire three years from the date of issuance. 60,000 of the granted warrants are exercisable at a price equal to $2.16 per share of common stock and 60,000 of the remaining warrants granted are exercisable at a price equal to $3.50 per share of common stock. The fair value of the warrants were valued on the date of grant at $112,044 using the Black-Scholes option-pricing model with the following parameters: (1) risk-free interest rate of 1.43%; (2) expected life in years of 3.0; (3) expected stock volatility of 74.82%; and (4) expected dividend yield of 0%. The Company recorded $19 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss in relation to the consulting agreement for the three months ended March 31, 2020. Warrants A summary of the Company’s warrants to purchase common stock activity is as follows: Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding and exercisable at December 31, 2019 2,745,801 $ 5.24 2.58 $ - Granted 120,000 2.83 Forfeited/cancelled (25,000 ) 5.79 Outstanding at March 31, 2020 2,840,801 $ 5.12 2.37 $ - As of March 31, 2020, 2,617,824 warrants were exercisable. Stock Options 2016 Equity Incentive Plan In December 2016, the Company adopted the Motus GI Holdings, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). Pursuant to the 2016 Plan, the Company’s board of directors may grant options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock, stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards to employees, officers, directors, consultants and advisors. Pursuant to the terms of an annual evergreen provision in the 2016 Plan, the number of shares of common stock available for issuance under the 2016 Plan shall increase annually by six percent (6%) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; provided, however, that the board of directors may act prior to the first day of any calendar year to provide that there shall be no increase such calendar year, or that the increase shall be a lesser number of shares of the Company’s common stock than would otherwise occur. On January 1, 2020, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,728,665 shares. Under the 2016 Plan, effective as of January 1, 2020, the maximum number of shares of the Company’s common stock authorized for issuance is 5,656,324. As of March 31, 2020, there were 706,964 shares of common stock available for future grant under the 2016 Plan. A summary of the Company’s stock option activity is as follows: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2019 3,516,532 $ 4.22 7.91 $ - Granted 1,091,166 2.16 Exercised - - - Forfeited/cancelled (181,751 ) 4.10 Outstanding at March 31, 2020 4,425,947 $ 3.72 8.19 $ - The Company estimated the fair value of each stock option award using the Black-Scholes option pricing model based on the following weighted average assumptions: Three Months Ended 2020 2019 Expected term, in years 5.8 5.8 Expected volatility 79.59 % 70.57 % Risk-free interest rate 1.49 % 2.56 % Dividend yield - - Grant date fair value $ 0.95 $ 2.73 As of March 31, 2020, unamortized share- based compensation for stock options was $3,909, with a weighted-average recognition period of 1.26 years. As of March 31, 2020, outstanding options to purchase 2,242,735 shares of common stock were exercisable with a weighted-average exercise price per share of $4.31. For the three months ended March 31, 2020 and 2019, the Company recorded $682 and $615, respectively, for share based compensation expense related to stock options. Restricted Stock Units On February 6, 2020, the Company granted 260,154 restricted stock unit awards, in the aggregate, to executives and directors which vests over a three-year period on a quarterly basis. The aggregate fair value of the restricted stock unit awards granted was estimated to be $562 using the market price of the stock on the date of the grant which is expensed using the straight-line method over a three-year period. The Company recorded $103 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three months ended March 31, 2020, in relation to the aggregate 501,265 restricted stock units issued to date to the CEO, executives, and directors. A summary of the Company’s restricted stock unit awards activity is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2019 185,589 $ 4.71 Granted 260,154 2.16 Vested (15,070 ) 4.72 Nonvested at March 31, 2020 430,673 $ 3.17 As of March 31, 2020, unamortized stock compensation for restricted stock units was $1,270, with a weighted-average recognition period of 1.46 years. Stock-based Compensation The following table sets forth total non-cash stock-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit award by operating statement classification for the three months ended March 31, 2020 and 2019: Three Months ended 2020 2019 Research and development $ 223 $ 125 Sales and marketing 128 63 General and administrative 453 753 Total $ 804 $ 941 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 12 – Restructuring In March 2020, the Company adopted the 2020 Plan in response to the ongoing disruptions from the COVID-19 outbreak, and to better align its cost structure with the resources required to more efficiently and effectively execute on its commercial strategy of creating a strong foundation in the market by establishing national and regional hospital networks as Pure Vu reference centers. Most significantly, the 2020 Plan resulted in the reduction of the Company’s overall headcount by approximately 50%, including a significant reduction of the Company’s commercial team in the US, the implementation of tighter expense controls, and the termination of the lease of the Company’s planned corporate office facility in Norwood, Massachusetts. These activities were initiated in the first quarter of 2020, with the majority of activity expected to be complete by the end of the second quarter of 2020. During the three months ended March 31, 2020, the Company recorded charges of $624 related to the 2020 Plan. Of that amount, the Company paid $170 during the first quarter of 2020 and recorded non-cash charges of $9. The Company expects to pay the remaining $445 in the second quarter of 2020. The outstanding restructuring liabilities are included in accounts payable and accrued expenses on the condensed consolidated balance sheet. As of March 31, 2020, the components of the liabilities were as follows: Employee Severance and Other Benefits (1) Lease Termination and Other (2) Total Balance as of January 1, 2020 $ - $ - $ - Restructuring expenses 445 179 624 Cash payments - (170 ) (170 ) Non-cash charges (9 ) (9 ) Liability included in accounts payable and accrued expenses at March 31, 2020 $ 445 $ - $ 445 (1) Employee severance and other benefits expenses were included in sales and marketing expense and research and developments expense in the statements of comprehensive loss. (2) Lease termination and other consists of lease termination fees and fixed asset impairments. Lease termination was included in general and administrative expenses in the statement of comprehensive loss and fixed asset impairments were included in general and administrative expenses and research and development expenses in the statement of comprehensive loss. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Promissory note under the Paycheck Protection Program On April 22, 2020 the Company entered into a promissory note (the “Note”) under the Paycheck Protection Program (the “PPP”) with Silicon Valley Bank (“SVB”), in the amount of $780,942 (the “PPP Loan”). The Paycheck Protection Program was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. Under the terms of the Note and the PPP Loan, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the Note is two years. The Note may be prepaid in part or in full, at any time, without penalty. On May 6, 2020 the Company exercised its right to prepay the loan in full and returned the entirety of the funds to SVB. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2020 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company's 2019 Annual Report on Form 10-K. There have been no material changes to the Company's significant accounting policies during the three months ended March 31, 2020. |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basic and diluted net loss per share | Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 "Earnings per Share". Potentially dilutive common shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. |
Income taxes | Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2020, and December 31, 2019, the Company had a full valuation allowance against its deferred tax assets. For the three months ended March 31, 2020 and 2019, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2020 and 2019, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. |
Restructuring Charges | Restructuring Charges Restructuring charges are comprised of severance costs related to workforce reductions and other costs directly related to the 2020 Plan, including lease exit and fixed asset impairment. The Company recognizes restructuring charges when the liability is incurred. Employee termination benefits are accrued at the date management has committed to a plan of termination and employees have been notified of their termination dates and expected severance payments, see Note 12. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, "Changes to Disclosure Requirements for Fair Value Measurements", which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. ASU 2018-13 removes, modifies, and adds certain disclosure requirements, and is effective for all entities for fiscal years ending after December 15, 2019. The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have a material impact on the Company's financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, "Internal-Use Software (Subtopic 350-40)—Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service". ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license), by requiring a customer in a cloud computing arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project, and is effective for public business entities for fiscal years beginning after December 15, 2019. The Company adopted ASU 2018-15 on January 1, 2020. The adoption of ASU 2018-15 did not have a material impact on the Company's financial position or results of operations. |
Recently issued accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which is intended to simplify various aspects related to accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. |
Investments and Fair Value of_2
Investments and Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of available-for-sale securities | December 31, 2019 Amortized Cost Carrying Value Mutual fund, available-for-sale $ 8,198 $ 8,203 Total $ 8,198 $ 8,203 |
Schedule of fair value of financial assets and liabilities | March 31, 2020 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,551 $ 1,551 December 31, 2019 Level 1 Level 2 Level 3 Fair Value Assets Investments $ 8,203 $ - $ - $ 8,203 Liabilities Contingent royalty obligation $ - $ - $ 1,872 $ 1,872 |
Schedule of estimated fair value of Level 3 contingent royalty obligation | Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2019 $ 1,872 Change in estimated fair value of contingent royalty obligation (321 ) Balance at March 31, 2020 $ 1,551 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | March 31, December 31, Raw materials $ 352 $ 294 Work-in-process 40 124 Finished goods 840 596 Ending inventory $ 1,232 $ 1,014 |
Fixed assets, net (Tables)
Fixed assets, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets, net | March 31, December 31, Office equipment $ 167 $ 148 Computers and software 333 335 Machinery 455 455 Lab and medical equipment 694 568 Leasehold improvements 185 180 Total 1,834 1,686 Less: accumulated depreciation and amortization (694 ) (630 ) Fixed assets, net $ 1,140 $ 1,056 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of lease cost and supplemental balance sheet information of lease portfolio | Three Months Three Months 2020 2019 Lease Cost Operating lease cost $ 55 $ 86 Variable lease cost 29 4 Total lease cost $ 84 $ 90 As of As of 2020 2019 Assets Operating lease, right-of-use- asset $ 973 $ 1,021 Liabilities Current Operating lease liabilities $ 259 $ 321 Non-current Operating lease liabilities, net of current portion 720 713 Total lease liabilities $ 979 $ 1,034 Other information: Weighted average remaining lease term - operating leases 3.93 years 4.08 years Weighted-average discount rate - operating leases 7.66 % 7.67 % |
Schedule of payments under non-cancellable operating leases | Future minimum lease payments under non-cancellable operating leases as of March 31, 2020 were as follows: Year Ended December 31, Amount 2020 (remaining nine months) $ 246 2021 286 2022 271 2023 184 2024 141 Total future minimum lease payments 1,128 Imputed interest (149 ) Total liability $ 979 Future minimum lease payments under non-cancellable operating leases as of December 31, 2019 were as follows: Twelve Months Ended December 31, Amount 2020 $ 331 2021 278 2022 264 2023 184 2024 142 Total future minimum lease payments $ 1,199 Imputed interest (165 ) Total liability $ 1,034 |
Schedule of receipts under the related party license fee | Future minimum receipts under the related party license fee as of March 31, 2020 were as follows: Year Ended December 31, Amount 2020 (remaining nine months) $ 138 2021 189 2022 195 2023 198 2024 168 Total future minimum lease receipts $ 888 |
Term Debt (Tables)
Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of future maturities of long-term debt | Years Ending December 31, Amount 2020 (remaining nine months) $ - 2021 - 2022 2,000 2023 4,000 2024 2,000 Total 8,000 Less unamortized debt issuance costs (227 ) Total Term Debt, less debt issuance costs $ 7,773 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of warrants | Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding and exercisable at December 31, 2019 2,745,801 $ 5.24 2.58 $ - Granted 120,000 2.83 Forfeited/cancelled (25,000 ) 5.79 Outstanding at March 31, 2020 2,840,801 $ 5.12 2.37 $ - |
Schedule of stock option activity | Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2019 3,516,532 $ 4.22 7.91 $ - Granted 1,091,166 2.16 Exercised - - - Forfeited/cancelled (181,751 ) 4.10 Outstanding at March 31, 2020 4,425,947 $ 3.72 8.19 $ - |
Schedule of option pricing model using weighted average assumptions | Three Months Ended 2020 2019 Expected term, in years 5.8 5.8 Expected volatility 79.59 % 70.57 % Risk-free interest rate 1.49 % 2.56 % Dividend yield - - Grant date fair value $ 0.95 $ 2.73 |
Schedule of restricted stock unit awards activity | Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2019 185,589 $ 4.71 Granted 260,154 2.16 Vested (15,070 ) 4.72 Nonvested at March 31, 2020 430,673 $ 3.17 |
Schedule of stock-based compensation | Three Months ended 2020 2019 Research and development $ 223 $ 125 Sales and marketing 128 63 General and administrative 453 753 Total (1)(2) $ 804 $ 941 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring liabilities included in accounts payable and accrued expenses | Employee Severance and Other Benefits (1) Lease Termination and Other (2) Total Balance as of January 1, 2020 $ - $ - $ - Restructuring expenses 445 179 624 Cash payments - (170 ) (170 ) Non-cash charges (9 ) (9 ) Liability included in accounts payable and accrued expenses at March 31, 2020 $ 445 $ - $ 445 (1) Employee severance and other benefits expenses were included in sales and marketing expense and research and developments expense in the statements of operations. (2) Lease termination and other consists of lease termination fees and fixed asset impairments. Lease termination was included in general and administrative expenses in the statement of comprehensive loss and fixed asset impairments were included in general and administrative expenses and research and development expenses in the statement of comprehensive loss. |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | [1] | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ (90,975) | $ (84,464) | ||
Total current assets | 23,870 | 30,167 | ||
Total current liabilities | 11,104 | $ 11,344 | ||
Working capital | 12,766 | |||
Cash and cash equivalents and short-term investments | 21,457 | |||
Net loss | $ (6,511) | $ (6,273) | ||
[1] | Derived from audited consolidated financial statements |
Investments and Fair Value of_3
Investments and Fair Value of Financial Instruments (Details) - Fair Value, Measurements, Recurring [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Amortized Cost | $ 8,198 |
Carrying value | 8,203 |
Mutual Fund [Member] | Available-for-sale Securities [Member] | |
Amortized Cost | 8,198 |
Carrying value | $ 8,203 |
Investments and Fair Value of_4
Investments and Fair Value of Financial Instruments (Details 1) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Investments | $ 8,203 | |
Liabilities | ||
Contingent royalty obligation | $ 1,551 | 1,872 |
Level 1 [Member] | ||
Assets | ||
Investments | 8,203 | |
Liabilities | ||
Contingent royalty obligation | ||
Level 2 [Member] | ||
Assets | ||
Investments | ||
Liabilities | ||
Contingent royalty obligation | ||
Level 3 [Member] | ||
Assets | ||
Investments | ||
Liabilities | ||
Contingent royalty obligation | $ 1,551 | $ 1,872 |
Investments and Fair Value of_5
Investments and Fair Value of Financial Instruments (Details 2) - Contingent Royalty Obligation [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning | $ 1,872 |
Change in estimated fair value of contingent royalty obligation | (321) |
Balance at ending | $ 1,551 |
Investments and Fair Value of_6
Investments and Fair Value of Financial Instruments (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Measurement Input, Royalty Payment Rate [Member] | ||
Discount rate | 3.00% | 3.00% |
Discount Rate [Member] | ||
Discount rate | 21.00% | 21.00% |
Discount Rate [Member] | Minimum [Member] | ||
Increase (Decrease) in liability | $ 156 | |
Discount Rate [Member] | Maximum [Member] | ||
Increase (Decrease) in liability | $ 177 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 352 | $ 294 | |
Work-in-process | 40 | 124 | |
Finished goods | 840 | 596 | |
Ending inventory | $ 1,232 | $ 1,014 | [1] |
[1] | Derived from audited consolidated financial statements |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory write-down charges | $ 0 | $ 76 |
Fixed assets, net (Details)
Fixed assets, net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Total | $ 1,834 | $ 1,686 | |
Less: accumulated depreciation and amortization | (694) | (630) | |
Fixed assets, net | 1,140 | 1,056 | [1] |
Office Equipment [Member] | |||
Total | 167 | 148 | |
Computer and software [Member] | |||
Total | 333 | 335 | |
Machinery [Member] | |||
Total | 455 | 455 | |
Lab and Medical Equipment [Member] | |||
Total | 694 | 568 | |
Leasehold Improvements [Member] | |||
Total | $ 185 | $ 180 | |
[1] | Derived from audited consolidated financial statements |
Fixed assets, net (Details Narr
Fixed assets, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 76 | $ 48 |
Impairment of fixed assets | $ 9 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||
Lease Cost | ||||
Operating lease cost | $ 55 | $ 86 | ||
Variable lease cost | 29 | 4 | ||
Total lease cost | 84 | $ 90 | ||
Assets | ||||
Operating lease, right-of-use- asset | 973 | $ 1,021 | [1] | |
Current | ||||
Operating lease liabilities | 259 | 321 | [1] | |
Non-current | ||||
Operating lease liabilities, net of current portion | 720 | 713 | [1] | |
Total lease liabilities | $ 979 | $ 1,034 | ||
Other Information: | ||||
Weighted average remaining lease term - operating leases, in years | 3 years 11 months 4 days | 4 years 29 days | ||
Weighted-average discount rate - operating leases | 7.66% | 7.67% | ||
[1] | Derived from audited consolidated financial statements |
Leases (Details 1)
Leases (Details 1) - Operating Leases [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Year Ended December 31, | ||
2020 (remaining nine months) | $ 246 | $ 331 |
2021 | 286 | 278 |
2022 | 271 | 264 |
2023 | 184 | 184 |
2024 | 141 | 142 |
Total future minimum lease payments | 1,128 | 1,199 |
Imputed interest | (149) | (165) |
Total liability | $ 979 | $ 1,034 |
Leases (Details 2)
Leases (Details 2) - Related Party License Fee [Member] $ in Thousands | Mar. 31, 2020USD ($) |
Year Ended December 31, | |
2020 (remaining nine months) | $ 138 |
2021 | 189 |
2022 | 195 |
2023 | 198 |
2024 | 168 |
Total future minimum lease receipts | $ 888 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Mar. 11, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Operating lease liabilities | $ 979 | $ 1,034 | ||
Related party lease fee | 35 | |||
General and Administrative [Member] | ||||
Lease expense | $ 84 | $ 90 | ||
Office [Member] | Florida [Member] | ||||
Percentage of increase in annual base rent | 2.75% | |||
Office [Member] | Israel [Member] | ||||
Percentage of increase in annual base rent | 4.00% | |||
Renewal term | 3 years | |||
Expire date | Dec. 31, 2022 | |||
Office [Member] | Massachusetts [Member] | ||||
Termination lease agreement, description | The Company executed a lease termination agreement with the landlord of the facility for the early termination of the lease. The termination agreement requires the Company to pay a termination fee and releases the Company from any further obligations under the lease, effective upon the payment of the termination fee. A termination fee of $170 was paid, included in general and administrative expense, to the landlord on March 30, 2020, in connection with the termination agreement. |
Term Debt (Details)
Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | [1] |
Years Ending December 31 | |||
2020 (remaining nine months) | |||
2021 | |||
2022 | 2,000 | ||
2023 | 4,000 | ||
2024 | 2,000 | ||
Total | 7,773 | $ 7,754 | |
Less unamortized debt issuance costs | (227) | $ (246) | |
Total Term Debt, less debt issuance costs | $ 7,773 | ||
[1] | Derived from audited consolidated financial statements |
Term Debt (Details Narrative)
Term Debt (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 13, 2019 | |
Term debt | $ 8,000 | |
Matures date | Jun. 1, 2024 | |
Debt issuance costs | $ 250 | |
Amortized to interest expense | $ 19 | |
Term debt, description | (i) one-half of one percent (0.50%) above the Prime Rate and (ii) five and one-half percent (5.50%). At March 31, 2020, the interest rate was 5.50%. The Term Debt is collateralized by substantially all assets of the Company. Additionally, the Company has pledged 65% of the outstanding capital stock in the Company's foreign subsidiary, Motus GI Medical Technologies, Ltd., to collateralize the Term Debt. | |
Interest, description | Interest payments have commenced on January 1, 2020, following each month until the maturity date. Principal payments will commence July 1, 2022 and continuing for 24 consecutive months thereafter. The Company may prepay all, but not less than all, of the outstanding principal balance of the Term Debt subject to prepayment premium of $240, plus all other sums, if any, that shall have become due and payable. | |
Interest rate | 6.73% | |
Bank Least | $ 10,000 | |
SVB [Member] | ||
Term debt | $ 8,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | 3 Months Ended | 60 Months Ended | |||
Mar. 31, 2020USD ($)Number | Mar. 31, 2019USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2019USD ($) | ||
Other current liabilities | $ 124 | $ 270 | [1] | ||
Contingent obligation | 1,551 | 1,872 | [1] | ||
Severance costs | 1,319 | ||||
Gain (loss) on change in fair value of Contingent Royalty Obligation | $ 321 | $ 27 | |||
Number of outsourcing partners | Number | 2 | ||||
Noncancelable payment | $ 93 | ||||
IIA [Member] | |||||
Description of royalty payment | Royalties on revenues generated in any fashion with a rate that is currently at 4% (which may be increased under certain circumstances). The Company may be obligated to pay up to 100% (which may be increased under certain circumstances) of the U.S. dollar-linked value of the grants received, plus interest at the rate of 12-month LIBOR. | ||||
Royalty received | $ 1,332 | ||||
Contingent obligation | $ 1,399 | $ 1,396 | |||
Royalty Payment Rights Certificates [Member] | Series A Convertible Preferred Stock [Member] | |||||
Description of royalty payment | The Royalty Payment Rights initially entitled the holders in aggregate, to a royalty in an amount of: ● 3% of net sales subject to a maximum in any calendar year equal to the total dollar amount of Units closed on in the Company’s 2017 private placement (the “2017 Private Placement”); and ● 5% of licensing proceeds subject to a maximum in any calendar year equal to the total dollar amount of Units closed on in the 2017 Private Placement. | ||||
Royalty Payment Rights Certificates [Member] | Series A Convertible Preferred Stock [Member] | Pure-Vu System [Member] | |||||
Description of royalty payment | The Company will pay to the holders of the Royalty Payment Rights Certificates a royalty (the "Royalty Amount") equal to, in the aggregate, in royalty payments in any calendar year for all products: ● 3% of Net Sales* for commercialized product directly; and ● 5% of any Licensing Proceeds** for rights to commercialize the product if sublicensed by the Company to a third-party. * Notwithstanding the foregoing, with respect to Net Sales based Royalty Amounts, (a) no Net Sales based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Net Sales equal to $20,000 (the "Initial Net Sales Milestone"), and royalties shall only be computed on, and due with respect to, Net Sales generated in excess of the Initial Net Sales Milestone, and (b) the total Net Sales based Royalty Amount due and payable in any calendar year shall be subject to a royalty cap amount per calendar year of $30,000. "Net Sales" is defined in the Royalty Payment Rights Certificates. The Company has not reached the Initial Net Sales Milestone as of March 31, 2020. ** Notwithstanding the foregoing, with respect to Licensing Proceeds based Royalty Amounts, (a) no Licensing Proceeds based Royalty Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Licensing Proceeds equal to $3,500 (the "Initial Licensing Proceeds Milestone"), and royalties shall only be computed on, and due with respect to, Licensing Proceeds in excess of the Initial Licensing Proceeds Milestone and (b) the total Licensing Proceeds based Royalty Amount due and payable in any calendar year shall be subject to a royalty cap amount per calendar year of $30,000. "Licensing" Proceeds is defined in the Royalty Payment Rights Certificate. The Company has not reached the Initial Licensing Proceeds Milestone as of March 31, 2020. | ||||
Royalty Payment Rights Certificates [Member] | Series A Convertible Preferred Stock [Member] | Private Placement [Member] | |||||
Percentage of dividend rate | 10.00% | ||||
[1] | Derived from audited consolidated financial statements |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Jan. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | [1] |
License fee | $ 35 | |||
Related party receivable | $ 4 | $ 18 | ||
Shared Space Agreement [Member] | ||||
Shared space agreement, description | The Company entered into a license agreement (the “Shared Space Agreement”) with Orchestra BioMed, Inc., a greater than 5% holder of the Company’s common stock and entity in which David Hochman, the Chairman of the Company’s board of directors, serves as the Chairman of the board of directors and Chief Executive Officer, and Darren Sherman, a member of the Company’s board of directors, serves as a director and as President and Chief Operating Officer. As of March 31, 2020, the Company has a related party receivable in the amount of $4 and a liability of $13 in relation to the Shared Space Agreement. | |||
Percentage of holder of common stock | 5.00% | |||
Expire date | Sep. 30, 2024 | |||
Shared Space Agreement [Member] | Minimum [Member] | ||||
License fee | $ 162 | |||
Shared Space Agreement [Member] | Maximum [Member] | ||||
License fee | $ 198 | |||
[1] | Derived from audited consolidated financial statements |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding at beginning | 2,745,801 |
Granted | 120,000 |
Forfeited/cancelled | (25,000) |
Outstanding at ending | 2,840,801 |
Outstanding at beginning | $ / shares | $ 5.24 |
Granted | 2.83 |
Forfeited/cancelled | 5.79 |
Outstanding at ending | $ / shares | $ 5.12 |
Outstanding at beginning | 2 years 6 months 29 days |
Outstanding at ending | 2 years 4 months 13 days |
Outstanding at beginning | $ | |
Outstanding at ending | $ |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Shares Underlying Options | |
Outstanding beginning | 3,516,532 |
Granted | 1,091,166 |
Exercised | |
Forfeited/canceled | (181,751) |
Outstanding ending | 4,425,947 |
Weighted Average Exercise Price | |
Outstanding beginning | $ / shares | $ 4.22 |
Granted | $ / shares | 2.16 |
Forfeited/canceled | $ / shares | 4.10 |
Outstanding ending | $ / shares | $ 3.72 |
Weighted Average Remaining Contractual Life (years) | |
Outstanding beginning | 7 years 10 months 28 days |
Outstanding ending | 8 years 2 months 8 days |
Outstanding beginning | $ | |
Exercised | $ | |
Outstanding ending | $ |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 2) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Expected term, in years | 5 years 9 months 18 days | 5 years 9 months 18 days |
Expected volatility | 79.59% | 70.57% |
Risk-free interest rate | 1.49% | 2.56% |
Dividend yield | ||
Grant date fair value | $ 0.95 | $ 2.73 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details 3) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Shares | |
Nonvested at beginning | shares | 185,589 |
Granted | shares | 260,154 |
Vested | shares | (15,070) |
Nonvested at ending | shares | 430,673 |
Weighted Average Grant Date Fair Value | |
Nonvested at beginning | $ / shares | $ 4.71 |
Granted | $ / shares | 2.16 |
Vested | $ / shares | 4.72 |
Nonvested at ending | $ / shares | $ 3.17 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details 4) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total | $ 804 | $ 941 |
Research and development [Member] | ||
Total | 223 | 125 |
Sales and marketing [Member] | ||
Total | 128 | 63 |
General and administrative [Member] | ||
Total | $ 453 | $ 753 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2020 | Nov. 13, 2019 | Aug. 08, 2019 | Feb. 13, 2019 | Jul. 03, 2018 | Jun. 06, 2018 | Feb. 21, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 06, 2019 | Jan. 02, 2019 | Oct. 06, 2018 | Oct. 02, 2018 | Jul. 02, 2018 | Dec. 31, 2016 | |
Number of options exercised | |||||||||||||||||
Option expected life | 5 years 9 months 18 days | 5 years 9 months 18 days | |||||||||||||||
General and administrative expense | $ 2,912 | $ 2,797 | |||||||||||||||
Accounts payable and accrued expenses | 2,948 | $ 2,999 | [1] | ||||||||||||||
Unamortized stock compensation for stock options | $ 3,909 | ||||||||||||||||
Unamortized stock compensation for stock options period | 1 year 3 months 4 days | ||||||||||||||||
Number of outstanding options to purchase | 2,242,735 | ||||||||||||||||
Weighted-average exercise price (in dollars per share) | $ 4.31 | ||||||||||||||||
Share based compensation expense related to stock options | $ 682 | $ 615 | |||||||||||||||
Number of warrant exercisable | 2,617,824 | ||||||||||||||||
Description of incentive plan | On January 1, 2020, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,728,665 shares. Under the 2016 Plan, effective as of January 1, 2020, the maximum number of shares of the Company's common stock authorized for issuance is 5,656,324. As of March 31, 2020, there were 706,964 shares of common stock available for future grant under the 2016 Plan. | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Number of shares issued | 501,265 | ||||||||||||||||
Granted | 260,154 | ||||||||||||||||
General and administrative expense | $ 103 | ||||||||||||||||
Unamortized stock compensation for stock options | $ 1,270 | ||||||||||||||||
Unamortized stock compensation for stock options period | 1 year 5 months 16 days | ||||||||||||||||
Executives and Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Expensed using the straight-line method | $ 562 | ||||||||||||||||
Granted | 260,154 | ||||||||||||||||
Option expected life | 3 years | ||||||||||||||||
August 2019 Consultant Warrants [Member] | |||||||||||||||||
Warrant term (in years) | 3 years | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Issuance of common shares upon vesting | 15,070 | 10,313 | |||||||||||||||
Percentage of number of shares | 6.00% | ||||||||||||||||
Common Stock [Member] | Executive Officer [Member] | |||||||||||||||||
Number of shares issued | 260,154 | 15,070 | |||||||||||||||
Exercise price (in dollars per share) | $ 2.16 | ||||||||||||||||
Option expected life | 3 years | ||||||||||||||||
Common Stock [Member] | Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Number of shares issued | 260,154 | ||||||||||||||||
Issuance of common shares upon vesting | 15,070 | ||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.12 | $ 5.24 | |||||||||||||||
Employee [Member] | Common Stock [Member] | Executive Officer [Member] | |||||||||||||||||
Number of options exercised | 831,012 | ||||||||||||||||
Exercise price (in dollars per share) | $ 2.16 | ||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Consultant Agreement [Member] | Warrant [Member] | |||||||||||||||||
Number of warrants purchased | 25,000 | 25,000 | |||||||||||||||
Warrant exercise price (in dollars per share) | $ 10 | $ 8.75 | |||||||||||||||
Expected life | 24 months | 18 months | |||||||||||||||
General and administrative expense | $ 31 | ||||||||||||||||
Consultant Agreement [Member] | Warrant Issued with 30 Days of Agreement [Member] | |||||||||||||||||
Number of warrants purchased | 25,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 7.39 | ||||||||||||||||
Expected life | 18 months | ||||||||||||||||
Consultant Agreement [Member] | Warrant Issued with 30 Days of Agreement One [Member] | |||||||||||||||||
Number of warrants purchased | 25,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 7.39 | ||||||||||||||||
Expected life | 12 months | ||||||||||||||||
Consultant Agreement [Member] | Warrant Issued with 10 Consecutive Trading Days [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||
Consultant Agreement [Member] | Warrant Issued with 10 Consecutive Trading Days [Member] | Minimum [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | 9 | ||||||||||||||||
Consultant Agreement [Member] | Warrant Issued with 10 Consecutive Trading Days [Member] | Maximum [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 13 | ||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | August 2019 Consultant Warrants [Member] | |||||||||||||||||
Number of warrant issued | 2 | ||||||||||||||||
Number of warrants purchased | 20,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.66 | ||||||||||||||||
Warrant term (in years) | 3 years | ||||||||||||||||
Description of vesting terms | Vest for four equal tranches beginning November 1, 2019 through August 1, 2020. | ||||||||||||||||
Consultant Agreement [Member] | Consultant [Member] | Warrant [Member] | |||||||||||||||||
Number of warrants purchased | 10,000 | 10,000 | 10,000 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.25 | $ 7.25 | $ 6.25 | ||||||||||||||
General and administrative expense | $ 10 | ||||||||||||||||
Consulting Agreement [Member] | Warrant [Member] | |||||||||||||||||
Number of warrants purchased | 90,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 8.50 | ||||||||||||||||
Number of shares issued upon services | 30,000 | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
General and administrative expense | $ 137 | ||||||||||||||||
Amended and Restated Consultant Agreement [Member] | Warrant [Member] | |||||||||||||||||
Number of warrants purchased | 50,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | ||||||||||||||||
Expiration date | Mar. 20, 2022 | ||||||||||||||||
Expected life | 9 months | ||||||||||||||||
General and administrative expense | $ 30 | ||||||||||||||||
Amended and Restated Consultant Agreement [Member] | November 2019 Consultant Warrant [Member] | |||||||||||||||||
Number of warrants purchased | 30,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | ||||||||||||||||
Number of shares issued upon services | 30,000 | ||||||||||||||||
Value of shares issued upon services | $ 55 | ||||||||||||||||
Services Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Number of warrants purchased | 120,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 3.50 | ||||||||||||||||
Remaining warrants granted | 60,000 | ||||||||||||||||
Services Agreement [Member] | Warrant [Member] | |||||||||||||||||
Exercise price (in dollars per share) | $ 2.16 | ||||||||||||||||
Warrant term (in years) | 3 years | ||||||||||||||||
Granted | 60,000 | ||||||||||||||||
General and administrative expense | $ 19 | ||||||||||||||||
Risk-free interest rate | 1.43% | ||||||||||||||||
Expected life in years | 3 years | ||||||||||||||||
Expected stock volatility | 74.82% | ||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||
Fair value of warrants | $ 112,044 | ||||||||||||||||
[1] | Derived from audited consolidated financial statements |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Balance as of January 1, 2020 | ||
Restructuring expenses | 624 | |
Cash payments | (170) | |
Non-cash charges | (9) | |
Liability included in accounts payable and accrued expenses at March 31, 2020 | 445 | |
Employee Severance and Other Benefits [Member] | ||
Balance as of January 1, 2020 | [1] | |
Restructuring expenses | 445 | [1] |
Cash payments | [1] | |
Non-cash charges | [1] | |
Liability included in accounts payable and accrued expenses at March 31, 2020 | 445 | [1] |
Lease Termination and Other [Member] | ||
Balance as of January 1, 2020 | [2] | |
Restructuring expenses | 179 | [2] |
Cash payments | (170) | [2] |
Non-cash charges | (9) | [2] |
Liability included in accounts payable and accrued expenses at March 31, 2020 | [2] | |
[1] | Employee severance and other benefits expenses were included in sales and marketing expense and research and developments expense in the statements of comprehensive loss | |
[2] | Lease termination and other consists of lease termination fees and fixed asset impairments. Lease termination was included in general and administrative expenses in the statement of comprehensive loss and fixed asset impairments were included in general and administrative expenses and research and development expenses in the statement of comprehensive loss. |
Restructuring (Details Narrativ
Restructuring (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Restructuring activities, description | The 2020 Plan resulted in the reduction of the Company's overall headcount by 50%, including a significant reduction of the Company's commercial team in the US, the implementation of tighter expense controls, and the termination of the lease of the Company's planned corporate office facility in Norwood, Massachusetts. | |
Restructuring charges | $ 624 | |
Cash payments | 170 | |
Non-cash charges | $ 9 | |
Subsequent Event [Member] | ||
Remaining charges | $ 445 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Paycheck Protection Program [Member] - Subsequent Event [Member] $ in Thousands | 1 Months Ended |
Apr. 22, 2020USD ($) | |
Promissory note | $ 780,942 |
Interest rate | 1.00% |