Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Motus GI Holdings, Inc. | |
Trading Symbol | MOTS | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 48,277,438 | |
Amendment Flag | false | |
Entity Central Index Key | 0001686850 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38389 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4042793 | |
Entity Address, Address Line One | 1301 East Broward Boulevard | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, City or Town | Ft. Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33301 | |
City Area Code | (954) | |
Local Phone Number | 541 8000 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 23,652 | $ 20,819 | |
Accounts receivable | 181 | 35 | |
Inventory | 515 | 805 | |
Prepaid expenses and other current assets | 530 | 448 | |
Total current assets | 24,878 | 22,107 | |
Fixed assets, net | 1,438 | 1,178 | |
Right-of-use assets | 749 | 766 | |
Other non-current assets | 13 | 13 | |
Total assets | 27,078 | 24,064 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 2,337 | 2,333 | |
Operating lease liabilities - current | 300 | 238 | |
Other current liabilities | 9 | 60 | |
Term debt, net of debt discount of $0 and $21, respectively | 7,979 | ||
Total current liabilities | 2,646 | 10,610 | |
Contingent royalty obligation | 1,769 | 1,617 | |
Operating lease liabilities - non-current | 457 | 547 | |
Convertible note, net of unamortized debt discount of $182 and $0, respectively | 3,818 | ||
Long-term debt, net of unamortized debt discount of $480 and $0, respectively | 4,608 | ||
Total liabilities | 13,298 | 12,774 | |
Commitments and contingent liabilities (Note 9) | |||
Shareholders’ equity | |||
Preferred stock $0.0001 par value; 10,000,000 shares authorized; zero shares issued and outstanding | |||
Common stock $0.0001 par value; 115,000,000 shares authorized; 48,241,188 and 32,272,309 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 5 | 3 | |
Additional paid-in capital | 131,711 | 115,008 | |
Accumulated deficit | (117,936) | (103,721) | |
Total shareholders’ equity | 13,780 | 11,290 | |
Total liabilities and shareholders’ equity | $ 27,078 | $ 24,064 | |
[1] | Derived from audited consolidated financial statements |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Term debt, net of debt discount (in Dollars) | $ 0 | $ 21 |
Net of unamortized debt discount (in Dollars) | 182 | 0 |
Net of unamortized debt discount (in Dollars) | $ 480 | $ 0 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 115,000,000 | 115,000,000 |
Common stock, shares issued | 48,241,188 | 32,272,309 |
Common stock, shares outstanding | 48,241,188 | 32,272,309 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 141 | $ 33 | $ 292 | $ 62 |
Operating expenses: | ||||
Cost of revenue - sales | 65 | 32 | 135 | 72 |
Cost of revenue - impairment of inventory | 186 | 186 | ||
Research and development | 1,187 | 1,160 | 4,040 | 4,359 |
Sales and marketing | 725 | 509 | 2,196 | 2,954 |
General and administrative | 2,315 | 2,155 | 7,104 | 7,432 |
Total costs and expenses | 4,478 | 3,856 | 13,661 | 14,817 |
Operating loss | (4,337) | (3,823) | (13,369) | (14,755) |
Gain (loss) on change in estimated fair value of contingent royalty obligation | (35) | (3) | (152) | 248 |
Loss on extinguishment of debt | (237) | (237) | ||
Finance expense, net | (216) | (117) | (450) | (348) |
Other income | 5 | 5 | ||
Foreign currency loss | (4) | (1) | (12) | (4) |
Net loss | (4,824) | (3,938) | (14,215) | (14,859) |
Deemed dividends from warrant issuance | (6,145) | |||
Net loss attributable to common shareholders | $ (4,824) | $ (3,938) | $ (20,360) | $ (14,859) |
Basic and diluted loss per common share: | ||||
Net loss (in Dollars per share) | $ (0.1) | $ (0.13) | $ (0.31) | $ (0.51) |
Net loss attributable to common shareholders (in Dollars per share) | $ (0.1) | $ (0.13) | $ (0.44) | $ (0.51) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 48,241,188 | 30,422,265 | 46,419,643 | 29,366,154 |
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 Dec. 31, 2019 | $ 3 | $ 102,789 | $ (84,464) | $ 18,328 | |
Balance (in Shares) at Dec. 31, 2019 | 28,811,087 | ||||
Issuance of common shares upon vesting of restricted stock units | |||||
Issuance of common shares upon vesting of restricted stock units (in Shares) | 15,070 | ||||
Share based compensation | 804 | 804 | |||
Net loss | (6,511) | (6,511) | |||
Balance at Mar. 31, 2020 | $ 3 | 103,593 | (90,975) | 12,621 | |
Balance (in Shares) at Mar. 31, 2020 | 28,826,157 | ||||
Issuance of common shares upon vesting of restricted stock units | |||||
Issuance of common shares upon vesting of restricted stock units (in Shares) | 30,916 | ||||
Share based compensation | 678 | 678 | |||
Net loss | (4,410) | (4,410) | |||
Balance at Jun. 30, 2020 | $ 3 | 104,271 | (95,385) | 8,889 | |
Balance (in Shares) at Jun. 30, 2020 | 28,857,073 | ||||
Issuance of common shares upon vesting of restricted stock units | |||||
Issuance of common shares upon vesting of restricted stock units (in Shares) | 30,916 | ||||
Issuance of common shares upon offering, net of financing fees of $830 | 9,164 | 9,164 | |||
Issuance of common shares upon offering, net of financing fees of $830 (in Shares) | 3,200,000 | ||||
Issuance of common stock upon exercise of warrants | 58 | 58 | |||
Issuance of common stock upon exercise of warrants (in Shares) | 50,000 | ||||
Issuance of common stock for board of directors’ compensation | 55 | 55 | |||
Issuance of common stock for board of directors’ compensation (in Shares) | 44,600 | ||||
Share based compensation | 771 | 771 | |||
Net loss | (3,938) | (3,938) | |||
Balance at Sep. 30, 2020 | $ 3 | 114,319 | (99,323) | 14,999 | |
Balance (in Shares) at Sep. 30, 2020 | 32,182,589 | ||||
Balance at Dec. 31, 2020 | $ 3 | 115,008 | (103,721) | 11,290 | [1] |
Balance (in Shares) at Dec. 31, 2020 | 32,272,309 | ||||
Issuance of common shares upon vesting of restricted stock units | |||||
Issuance of common shares upon vesting of restricted stock units (in Shares) | 65,915 | ||||
Issuance of common shares upon exercise of warrants, net of financing costs of $366 | $ 2 | 11,591 | 11,593 | ||
Issuance of common shares upon exercise of warrants, net of financing costs of $366 (in Shares) | 14,267,250 | ||||
Issuance of common stock for board of directors’ compensation | 272 | 272 | |||
Issuance of common stock for board of directors’ compensation (in Shares) | 173,554 | ||||
Share based compensation | 919 | 919 | |||
Net loss | (4,649) | (4,649) | |||
Balance at Mar. 31, 2021 | $ 5 | 127,790 | (108,370) | 19,425 | |
Balance (in Shares) at Mar. 31, 2021 | 46,779,028 | ||||
Issuance of common shares, net of issuance costs of $74 | 1,826 | 1,826 | |||
Issuance of common shares, net of issuance costs of $74 (in Shares) | 1,340,870 | ||||
Issuance of common stock to consultants | 53 | 53 | |||
Issuance of common stock to consultants (in Shares) | 50,000 | ||||
Issuance of common shares upon vesting of restricted stock units | |||||
Issuance of common shares upon vesting of restricted stock units (in Shares) | 53,081 | ||||
Issuance of common stock for board of directors’ compensation | 19 | 19 | |||
Issuance of common stock for board of directors’ compensation (in Shares) | 18,209 | ||||
Share based compensation | 1,010 | 1,010 | |||
Net loss | (4,742) | (4,742) | |||
Balance at Jun. 30, 2021 | $ 5 | 130,698 | (113,112) | 17,591 | |
Balance (in Shares) at Jun. 30, 2021 | 48,241,188 | ||||
Issuance of warrants associated with convertible note and long-term debt | 165 | 165 | |||
Share based compensation | 848 | 848 | |||
Net loss | (4,824) | (4,824) | |||
Balance at Sep. 30, 2021 | $ 5 | $ 131,711 | $ (117,936) | $ 13,780 | |
Balance (in Shares) at Sep. 30, 2021 | 48,241,188 | ||||
[1] | Derived from audited consolidated financial statements |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of common shares upon exercise of warrants, net of financing costs | $ 366 | ||
Net of issuance costs | $ 74 | ||
Issuance of common shares upon offering, net of financing fees | $ 830 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (14,215) | $ (14,859) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 318 | 279 |
Amortization of debt issuance costs | 32 | 23 |
(Gain) loss on change in estimated fair value of contingent royalty obligation | 152 | (248) |
Share based compensation | 2,777 | 2,242 |
Issuance of common stock for board of directors’ compensation | 174 | 111 |
Issuance of common stock for consultants | 53 | |
Loss on extinguishment of debt | 237 | |
Impairment of inventory | 186 | |
Impairment of fixed assets | 18 | |
Non-cash operating lease expense | 152 | 142 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (146) | 26 |
Inventory | 48 | (281) |
Prepaid expenses and other current assets | (97) | (523) |
Accounts payable and accrued expenses | 38 | (948) |
Operating lease liabilities - current and non-current | (163) | (138) |
Other current liabilities | (51) | 143 |
Net cash used in operating activities | (10,505) | (14,013) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (425) | (235) |
Proceeds from sale of available-for-sale securities | 8,203 | |
Net cash (used in) provided by investing activities | (425) | 7,968 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common shares | 1,900 | 9,994 |
Proceeds from exercise and purchase of warrants | 11,959 | 58 |
Borrowings under convertible note and long-term debt | 9,000 | |
Repayment of term debt | (8,220) | |
Payment of debt issuance costs | (437) | |
Equity financing fees | (439) | (848) |
Net cash provided by financing activities | 13,763 | 9,204 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,833 | 3,159 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 20,819 | 20,528 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 23,652 | 23,687 |
CASH PAID FOR: | ||
Interest | 443 | 321 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued to settle accrued expenses for board of directors’ compensation | 56 | |
Common stock issued for prepaid board of directors’ compensation | 61 | |
Reclassification of inventory to fixed assets | 56 | 170 |
Reclassification of prepaid expenses to fixed assets | 75 | |
Purchase of fixed assets in accounts payable and accrued expenses | 22 | |
Financing costs incurred but unpaid at period end | 16 | |
Financing fees extinguished previously included in accounts payable and accrued expenses | 200 | |
Warrants issued related to convertible note and long-term debt recorded as debt discount | 165 | |
Accrued end of loan payment recorded as debt discount | 88 | |
Operating lease liabilities arising from obtaining right-of-use assets | $ 135 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [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 GI Technologies, Ltd. and Motus GI, LLC, are collectively referred to as “Motus GI” or the “Company”. The Company has developed the Pure-Vu System, a medical device that has been cleared by the U.S. Food and Drug Administration (the “FDA”) to help facilitate the cleansing of a poorly prepared gastrointestinal tract during colonoscopy and to help facilitate upper gastrointestinal (“GI”) endoscopy procedures. The Pure-Vu System has received a CE Mark in the EU for use in colonoscopy. The Pure-Vu System integrates with standard and slim colonoscopes, as well as gastroscopes, to improve visualization during colonoscopy and upper GI procedures while preserving established procedural workflow and techniques. Through irrigation and evacuation of debris, the Pure-Vu System is designed to provide better-quality exams. The Company has begun commercialization of its second generation Pure Vu System but does not expect to generate significant revenue from product sales until the COVID-19 pandemic has fully subsided and it further expands its commercialization efforts, which is subject to significant uncertainty. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
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 2020 10-K filed with the SEC on March 16, 2021. 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, 2020 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. While the full impact of the COVID-19 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 have fallen. The future progression of the outbreak and its effects on the Company’s 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. These disruptions may negatively impact the Company’s sales, its results of operations, financial condition, and liquidity in 2021. The Company has financed its operations primarily through sales of equity-related securities. As of September 30, 2021, the Company had an accumulated deficit of $117,936, total current assets of $24,878 and total current liabilities of $2,646 resulting in working capital of $22,232. For the nine months ended September 30, 2021 the Company incurred a net loss of $14,215. As of September 30, 2021, the Company had cash and cash equivalents of $23,652. Such conditions, as well as 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 | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021 are consistent with those discussed in Note 3 to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2021. 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, 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. Revenue recognition Sales contracts executed for the second generation Pure-Vu System are accounted for in accordance with ASC Topic 606 - Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled to. The Pure-Vu System consists of a Workstation and single use disposable sleeves (“Disposables”). For contracts outside the scope of ASC 606, the Company determines income for proposed supply arrangements under 1) ASC 842 as it pertains to an embedded lease of the Workstation within a proposed supply arrangement and 2) ASC 606 for the sale of the Disposables within the proposed supply arrangement. The Company allocates the transaction price to the performance obligations within the proposed supply arrangements using the total estimated purchases method for both (i) arrangements that contain minimum purchase commitments and (ii) those arrangements that do not contain a minimum purchase commitment, but instead offer a volume discount for purchases that exceed a specified tier. During the three months ended September 30, 2021, the Company recognized revenue of $141, which primarily consisted of $114 in accordance with ASC 606 and $27 in accordance with ASC 842. During the three months ended September 30, 2020, the Company recognized revenue of $33 in accordance with ASC 606. During the nine months ended September 30, 2021, the Company recognized revenue of $292, which primarily consisted of $221 in accordance with ASC 606 and $71 in accordance with ASC 842. During the nine months ended September 30, 2020, the Company recognized revenue of $62 in accordance with ASC 606. 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. Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. The Company recorded a deemed dividend for the issuance of warrants during the three and nine months ended September 30, 2021 of $0 and $6,145, respectively. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. 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 September 30, 2021, and December 31, 2020, the Company had a full valuation allowance against its deferred tax assets. For the three and nine months ended September 30, 2021 and 2020, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. New Accounting Pronouncements – Recently Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures. Accounting Pronouncements- Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In September 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following at September 30, 2021 and December 31, 2020: September 30, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,769 $ 1,769 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,617 $ 1,617 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. Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), which solely consisted of a contingent royalty obligation, during the nine months ended September 30, 2021 was as follows: Fair Value Balance at December 31, 2020 $ 1,617 Change in estimated fair value of contingent royalty obligation 152 Balance at September 30, 2021 $ 1,769 The contingent royalty obligation is re-measured at each balance sheet date using several assumptions, including the following: 1) estimated sales growth, 2) length of product cycle, 3) patent life, 4) discount rate (21% as of September 30, 2021 and December 31, 2020), and 5) rate of royalty payment (3% as of September 30, 2021 and December 31, 2020). In accordance with ASC-820-10-50-2(g), the Company performed sensitivity analyses of the liability, which was classified as a Level 3 financial instrument. The contingent royalty obligation estimate may be significantly impacted by changes in assumptions used in these analyses. For example, 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 approximately $158 and a 2% increase in the discount rate would decrease the liability by approximately $142. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
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. There was an inventory impairment of $186 and $0, respectively, for the three and nine months ended, September 30, 2021 and 2020. Inventory at September 30, 2021 and December 31, 2020 consisted of the following: September 30, December 31, Raw materials $ 269 $ 333 Work-in-process - 211 Finished goods 681 529 Inventory reserve (435 ) (268 ) Inventory $ 515 $ 805 |
Fixed Assets, Net
Fixed Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
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: September 30, December 31, Office equipment $ 172 $ 167 Computers and software 305 299 Machinery 789 455 Lab and medical equipment 1,264 1,039 Leasehold improvements 193 185 Total 2,723 2,145 Less: accumulated depreciation and amortization (1,285 ) (967 ) Fixed assets, net $ 1,438 $ 1,178 Depreciation and amortization expense for the three and nine months ended September 30, 2021 was $118 and $318, respectively. Depreciation and amortization expense for the three and nine months ended September 30, 2020 was $154 and $279, respectively. The Company incurred a loss on the impairment of fixed assets in the amount of $0 and $18 for the three and nine months ended September 30, 2020, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
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, the Company shares 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 2024. 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. The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows: Three Months ended Nine months ended 2021 2020 2021 2020 Lease Cost Operating lease cost, net of related party license fee $ 36 $ 36 $ 100 $ 141 Variable lease cost 30 30 90 88 Total lease cost $ 66 $ 66 $ 190 $ 229 As of As of 2021 2020 Assets Operating lease, right-of-use- asset $ 749 $ 766 Liabilities Current Operating lease liabilities $ 300 $ 238 Non-current Operating lease liabilities, net of current portion 457 547 Total lease liabilities $ 757 $ 785 Other information: Weighted average remaining lease term - operating leases 2.69 years 3.33 years Weighted-average discount rate - operating leases 7.46 % 7.78 % The Company records operating lease payments to lease expense using the straight-line method. The Company’s lease expense was $66 and $190 for the three and nine months ended September 30, 2021, included in general and administrative expenses which is net of the related party license fee of $47 and $141 for the three and nine months ended September 30, 2021, respectively (see Note 10). The Company’s lease expense was $66 and $229 for the three and nine months ended September 30, 2020, respectively, included in general and administrative expenses, which is net of the related party license fee of $47 and $126 for the three and nine months ended September 30, 2020, respectively. |
Convertible Note, Term Debt and
Convertible Note, Term Debt and Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Note, Term Debt and Long-Term Debt | Note 8 – Convertible Note, Term Debt and Long-Term Debt On December 13, 2019 (the “Effective Date”), the Company entered into a Loan and Security Agreement (the “Loan Agreement”) 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 nine months. As a result, pursuant to the Deferral Agreement, the Loan Agreement provided for monthly interest-only payments through June 30, 2022, followed by monthly payments of principal and interest until June 1, 2024. On July 16, 2021 (the “Effective Date”), the Company entered into a loan facility (the “Kreos Loan Agreement”) with Kreos Capital VI (Expert Fund) LP (the “Lender”). Under the Kreos Loan Agreement, the Lender will provide the Company with access to term loans in an aggregate principal amount of up to $12,000 (the “Loan”) in three tranches as follows: (a) on the Effective Date, a loan in the aggregate principal amount of $4,000 (the “Convertible Note”, or “Tranche A”), (b) on the Effective Date, a loan in the aggregate principal amount of $5,000 (“Long-term Debt” or “Tranche B”), and (c) available until December 31, 2021, a loan in the aggregate principal amount of $3,000 (“Tranche C”, together with Tranche A and Tranche B, the “Loan” or “Loans”). The Kreos Loan Agreement contains customary representations and warranties, indemnification provisions in favor of the Lender, events of default and affirmative and negative covenants, including, among others, covenants that limit or restrict the Company’s ability to, among other things, incur additional indebtedness, merge or consolidate, make acquisitions, pay dividends or other distributions or repurchase equity, make investments, dispose of assets and enter into certain transactions with affiliates, in each case subject to certain exceptions. Outstanding borrowings under the Loan are secured by a first priority security interest on substantially all of the personal property assets of the Company, including the Company’s material intellectual property and equity interests in its subsidiaries. There are no liquidity or financial covenants. The Convertible Note and Long-term Debt were funded on the Effective Date. As of September 30, 2021 On the Effective Date, the Company used a portion of the proceeds from the Loan to repay in full all amounts outstanding under, and discharge all obligations in respect of, the Loan Agreement between the Company and SVB. The payment amount of $8,220 included a negotiated prepayment penalty of $220 under the terms of the payoff arrangement with SVB and to pay fees and expenses incurred to obtain the Loan. The Convertible Note requires forty-eight monthly interest only payments commencing after the Effective Date and thereafter full payment of the then outstanding principal balance of the Convertible Note on July 1, 2025. The Tranche B loan requires interest only monthly payments commencing on the Effective Date until September 30, 2022 and, thereafter, thirty-three monthly payments of principal and interest accrued thereon until June 1, 2025. Notwithstanding the foregoing, in the event the Company completes a capital raise of a minimum of $20,000 prior to September 30, 2022, the repayment terms of the Tranche B and Tranche C loans shall automatically be amended so that the interest only period will be extended to June 30, 2023, and, thereafter, the Company shall pay twenty-four monthly payments of principal and interest accrued thereon until June 1, 2025. Interest on the Convertible Note accrues at 7.75% per annum. Interest on the Tranche B and Tranche C loans accrues at 9.5% per annum. In connection with the Kreos Loan Agreement, the Company also issued to the Lender a warrant (“Warrant”), dated July 16, 2021, to purchase up to 190,949 shares of the Company’s common stock, at an exercise price of $1.0474 per share, payable in cash or on a cashless basis according to the formula set forth in the Warrant. The exercise price of the Warrant and the number of shares issuable upon exercise of the Warrant are subject to adjustments for stock splits, combinations, stock dividends or similar events. The Warrant is exercisable until the date that is ten years after the date of issuance. The Company concluded that the Warrant is indexed to its own stock and, accordingly is classified as equity. See note 11 for further discussion of the Warrant. The Company treated Tranche A, Tranche B, and the Warrant as three separate freestanding financial instruments with the proceeds received in connection with the transaction allocated amongst the instruments based on relative fair value. The proceeds received in connection with the transaction allocated amongst the instruments based on relative fair value resulted in $165 being allocated to the Warrant and a corresponding amount recorded as a debt discount to the Convertible Note and Long-term Debt. The Company recorded an aggregate debt discount of $690 related to the Loan, inclusive of the debt discount of $165 in connection to the Warrant, which will be The Company also paid $437 in cash for debt issuance costs. Additionally, there is an The advance payment represents the last month’s payment in relation to the Long-term Debt. There is also an end of loan payment of $88 which is included on the balance sheet as a liability within the Long-term Debt and also within the total debt discount of $690. For the three months ended September 30, 2021, interest expense for the Loan was as follows: Contractual interest expense $ 165 Amortization of debt issuance costs 28 Total interest expense $ 193 Future principal payments under the Convertible Note as of September 30, 2021 are as follows: Years Ending December 31, Amount 2021 $ - 2022 - 2023 - 2024 - 2025 4,000 Total future principal payments 4,000 Less unamortized debt issuance costs (182 ) Total balance $ 3,818 Future principal payments under the Long-term Debt as of September 30, 2021 are as follows: Years Ending December 31, Amount 2021 $ - 2022 440 2023 1,696 2024 1,864 2025 1,000 Total future principal payments 5,000 End of loan payment 88 Less unamortized debt issuance costs (480 ) Total balance $ 4,608 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Royalties to the IIA The Company has received, and may receive in the future, 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 pursuant to the Israeli Law for the Encouragement of Research, Development and Technological Innovation in Industry 5744-1984 (the “Research Law”), and the regulations previously promulgated thereunder, as well as the IIA’s rules and benefit tracks which apply to companies receiving IIA funding (collectively, including the Research Law, the “IIA Regulations”) 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 and nine months ended September 30, 2021 and 2020. 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 $1,413 and $1,407 as of September 30, 2021 and December 31, 2020, respectively. This obligation is repaid in the form of royalties on revenues generated in any fashion from know-how developed using IIA grants, with a rate that is currently 4% (which may be increased under certain circumstances), 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 and nine months ended September 30, 2021 and 2020, and an immaterial liability at September 30, 2021 and December 31, 2020. 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 September 30, 2021 and December 31, 2020 (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 September 30, 2021. ** 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 September 30, 2021. 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 May 2036). 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 September 30, 2021 and December 31, 2020 in the amount of $1,769 and $1,617, respectively. A loss of $35 and $152 on change in fair value of Contingent Royalty Obligation was recorded for the three and nine months ended September 30, 2021, respectively. A gain on change in fair value of Contingent Royalty Obligation of $3 and $248 was recorded for the three and nine months ended September 30, 2020, respectively. Other Commitments and Contingencies The Company has a severance contingency for severance payments to its CEO, COO, and CFO in the aggregate of approximately $1,408, 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 consolidated financial statements. 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 | 9 Months Ended |
Sep. 30, 2021 | |
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., formerly 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. During the three and nine months ended September 30, 2021, the Company recorded license fees of $47 and $141, respectively, in relation to the Shared Space Agreement. This amount is netted with rent expense in general and administrative expenses. During the three and nine months ended September 30, 2020, the Company recorded license fee of $47 and $126, respectively, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stock-based compensation | Note 11 – Stock-based compensation Issuance of Common Stock On January 13, 2021, the non-employee members of the Board of Directors were granted an aggregate of 52,317 fully vested shares of Common Stock as compensation, in lieu of cash compensation, for service as directors during the fourth quarter of 2020, pursuant to the Company’s non-employee director compensation policy. The Company recorded $56 in accrued expenses as of December 31, 2020 for director services during the three months ended December 31, 2020. The number of shares granted to the Company’s directors, in lieu of cash compensation, was determined by the dollar amount of quarterly fees due under the non-employee director compensation policy divided by the fair market value of a share of Common Stock as of the grant date which was $1.08. On February 17, 2021, the Company’s Compensation Committee approved a modification to the non-employee director compensation policy to permit payment of the fees for service as directors for 2021 in grants of the Company’s common stock, in lieu of cash compensation. Non-employee members of the Board of Directors were granted an aggregate of 121,237 fully vested shares of common stock at a price equal to $1.78 per share of common stock, as compensation, in lieu of $216 of cash compensation, for service as directors for 2021. On June 22, 2021, the Company granted to its newly appointed director an aggregate of 18,209 fully vested shares of common stock at a price equal to $1.04 per share of common stock, as compensation, in lieu of $19 of cash compensation, for service as a director for 2021. As of September 30, 2021, the Company recorded $61 in prepaid board of directors’ compensation. For the three and nine months ended September 30, 2021, the Company recorded $60 and $174 of expense, respectively, in relation to the board of directors’ compensation. In March 2021, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) , or at- the- market offering, with Oppenheimer & Co. Inc. (“Oppenheimer”), under which it may offer and sell from time to time common shares having an aggregate offering price of up to $25,000. On April 30, 2021, the Company sold 1,340,870 shares of common stock pursuant to the above-described Equity Distribution Agreement, resulting in net cash proceeds of $1,826, after deducting issuance costs of $74. On May 17, 2021, the Company issued an aggregate of 50,000 fully vested shares of common stock to a consultant in consideration for services that were performed during the three months ended June 30, 2021 under a consulting agreement, with fair value of $53, based on a price of $1.06 per share of common stock, which was the closing price of the Company’s stock at the date of issuance. The Company recorded $0 and $53 of expense in the three months and nine months ended September 30, 2021, respectively, in relation to the consulting agreement. Issuance of Warrants to Purchase Common Stock 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 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 $28 and $47 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss in relation to the consulting agreement for the three and nine months ended September 30, 2020, respectively. The Company recorded $0 and $9 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss in relation to the consulting agreement for the three and nine months ended September 30, 2021, respectively. On January 20, 2021, the Company entered into a services agreement with a service provider whereby it agreed to issue warrants to purchase an aggregate 340,020 shares of common stock of the Company with an exercise price equal to $1.75 per share of common stock, which will vest over a one-year period on a monthly basis and will have an exercise period of three years from the date of issuance. The fair value of the warrants were valued on the date of grant at $355 using the Black-Scholes option-pricing model with the following parameters: (1) risk-free interest rate of 0.19%; (2) expected life in years of 3.0; (3) expected stock volatility of 100.99%; and (4) expected dividend yield of 0%. The Company recorded $89 and $237 as general and administrative expense in the accompanying consolidated statement of comprehensive loss in relation to the consulting agreement for the three and nine months ended September 30, 2021, respectively. On August 28, 2020 the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) under which it sold and issued to an institutional investor (the “Holder”), in a registered direct offering, an aggregate of 3,200,000 shares of the Company’s common stock par value $0.0001 per share (the “Common Stock”), and pre-funded warrants to purchase an aggregate of 5,533,625 shares of Common Stock (the “Pre-Funded Warrants”) at an exercise price of $0.001 per share. During the three and nine months ended September 30, 2021, the Pre-Funded Warrants for 5,533,625 shares of common stock were exercised which resulted in aggregate proceeds of $0 and $6. Pursuant to the Securities Purchase Agreement, as described above, in a concurrent private placement, the Company also agreed to issue to the purchaser warrants to purchase up to 8,733,625 shares of Common Stock (the “Private Placement Warrants”). These warrants were immediately exercisable at an exercise price of $1.30 per share and expire on the fifth anniversary of the date of issuance. On January 27, 2021, the Company entered into a Warrant Exercise Agreement (the “Exercise Agreement”) with the Holder, at which time 8,000,000 of the Private Placement Warrants remained outstanding, due to the prior exercise of 733,625 of the Private Placement Warrants on January 22, 2021. Pursuant to the Exercise Agreement, the Holder agreed to exercise the remaining outstanding 8,000,000 Private Placement Warrants. In consideration of the exercise, the Company agreed to sell to the Holder, new warrants (the “New Warrants”) to purchase 0.75 shares of Common Stock for each share of Common Stock issued upon such exercise of the remaining 8,000,000 Private Placement Warrants pursuant to the Exercise Agreement, or an aggregate of 6,000,000 New Warrants. In addition, the Holder paid a cash payment of $0.10 for each New Warrant issued to the Holder, for an aggregate of $600,000 to the Company. The Company received aggregate gross proceeds before expenses of approximately $11,000 from the exercise of all of the remaining 8,000,000 outstanding Private Placement Warrants held by the Holder and the payment of the purchase price for the New Warrants. The terms of the New Warrants are substantially similar to those of the Private Placement Warrants, except that the New Warrants will have an exercise price of $2.12, will be immediately exercisable and will expire five years from the date of the Exercise Agreement. The aggregate of 6,000,000 New Warrants were issued in four tranches during the first quarter of 2021 as the 8,000,000 Private Placement Warrants were exercised. The fair values of the 6,000,000 New Warrants were valued on the date of grant of each tranche and totaled in aggregate of $6,745 using the Black-Scholes option-pricing model with the following parameters: (1) risk-free interest rates with a range of 0.41%-0.57%.; (2) expected life in years with a range of 4.95-5.00; (3) expected stock volatilities with a range of 103.00%-103.23%; and (4) expected dividend yields of 0%. The Company recognized the excess fair value of the New Warrants above the aggregate purchase price as a deemed dividend of $6,145 for the three months ended March 31, 2021. However, as the Company is in an accumulated deficit position as of the issuance dates, the resulting deemed dividend was recorded as a reduction of additional paid-in capital, however the deemed divided was included in net loss attributable to common shareholders in the calculation of loss per share. In connection with the Exercise Agreement, the Company entered into a financial advisory agreement (the “Letter Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which A.G.P. acted as exclusive financial advisor to the Company in this transaction and received a cash fee of $300 upon full cash exercise of the Private Placement Warrants, which was included in financing fees in the consolidated statement of shareholders’ equity, as of September 30, 2021. As additional compensation, A.G.P. will receive a cash fee equal to $200 upon the cash exercise in full of the New Warrants. In connection with the Kreos Loan Agreement as described in Note 8, the Company issued to the Lender a Warrant, dated July 16, 2021, to purchase up to 190,949 shares of the Company’s common stock. The Warrant is immediately exercisable at an exercise price of $1.0474 per share, payable in cash or on a cashless basis according to the formula set forth in the Warrant. The exercise price of the Warrant and the number of shares issuable upon exercise of the Warrant are subject to adjustments for stock splits, combinations, stock dividends or similar events. The Warrant is exercisable until the date that is ten years after the date of issuance. The fair value of the warrant was valued on the date of grant at $168 using the Black-Scholes option-pricing model with the following parameters: (1) risk-free interest rate of 1.31%; (2) expected life in years of 10; (3) expected stock volatility of 108.87%; and (4) expected dividend yield of 0%. As described in Note 8, in connection with the Kreos Loan Agreement, the Company treated the Warrant as a separate freestanding financial instrument amongst the other financial instruments in the Loan with the proceeds received in connection with the transaction allocated amongst the instruments based on relative fair value which resulted in $165 being allocated to the Warrant and a corresponding amount recorded as a debt discount to the Convertible Note and Long-term Debt. See Note 8 for further detail. Warrants A summary of the Company’s warrants to purchase common stock activity is as follows: Shares Weighted Weighted Aggregate Outstanding and exercisable at December 31, 2020 17,058,051 $ 1.86 5.78 $ - Granted 6,530,969 2.07 Exercised (14,267,250 ) 1.24 - Outstanding at September 30, 2021 9,321,770 $ 3.00 3.32 $ - As of September 30, 2021, 9,208,448 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, 2021, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,936,669 shares. Under the 2016 Plan, effective as of January 1, 2021, the maximum number of shares of the Company’s common stock authorized for issuance is 7,592,663. As of September 30, 2021, there were 226,103 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 Weighted Weighted Aggregate Outstanding at December 31, 2020 5,029,119 $ 3.00 7.96 $ - Granted 1,206,500 1.71 Forfeited (163,640 ) 3.52 Outstanding at September 30, 2021 6,071,979 $ 2.73 7.66 $ - 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: Nine months Ended 2021 2020 Expected term, in years 5.7 5.7 Expected volatility 106.64 % 82.04 % Risk-free interest rate 0.73 % 1.00 % Dividend yield - - Grant date fair value $ 1.71 $ 1.17 As of September 30, 2021, unamortized share-based compensation for stock options was $1,799, with a weighted-average recognition period of 1.03 years. As of September 30, 2021, outstanding options to purchase 3,855,603 shares of common stock were exercisable with a weighted-average exercise price per share of $3.83. For the three and nine months ended September 30, 2021, the Company recorded $536 and $1,885, respectively, for share based compensation expense related to stock options. For the three and nine months ended September 30, 2020, the Company recorded $619 and $1,798, respectively, for share based compensation expense related to stock options. Restricted Stock Units On February 17, 2021, the Company’s Compensation Committee approved the issuance of 160,000 restricted stock unit awards to non-employee directors which vest on the first anniversary of the date of grant, and 266,000 restricted stock unit awards, to executives which vest over a three-year period on a quarterly basis. The aggregate fair value of the restricted stock unit awards granted was estimated to be $758 using the market price of the stock on the date of the grant which is expensed using the straight-line method over a one to three-year period. The Company recorded $223 and $646 as general and administrative expense in the accompanying condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2021, respectively, in relation to the aggregate 927,266 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 Weighted Nonvested at December 31, 2020 337,927 $ 3.10 Granted 426,000 1.71 Vested (208,329 ) 2.35 Nonvested at September 30, 2021 555,598 $ 2.29 As of September 30, 2021, unamortized share compensation for restricted stock units was $970, with a weighted-average recognition period of 0.90 years. 89,332 restricted stock unit awards vested during the three months ended September 30, 2021, but were not issued yet at September 30, 2021. Share-based Compensation The following table sets forth total non-cash share-based compensation for the issuance of options to purchase common stock, warrants to purchase common stock, and restricted stock unit award by operating statement classification for the three and nine months ended September 30, 2021 and 2020: Three Months ended Nine months ended 2021 2020 2021 2020 Research and development $ 145 $ 122 $ 448 $ 459 Sales and marketing 71 78 293 250 General and administrative 632 585 2,036 1,533 Total $ 848 $ 785 $ 2,777 $ 2,242 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the nine months ended September 30, 2021 are consistent with those discussed in Note 3 to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2021. |
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, |
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. |
Revenue recognition | Revenue recognition Sales contracts executed for the second generation Pure-Vu System are accounted for in accordance with ASC Topic 606 - Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled to. The Pure-Vu System consists of a Workstation and single use disposable sleeves (“Disposables”). For contracts outside the scope of ASC 606, the Company determines income for proposed supply arrangements under 1) ASC 842 as it pertains to an embedded lease of the Workstation within a proposed supply arrangement and 2) ASC 606 for the sale of the Disposables within the proposed supply arrangement. The Company allocates the transaction price to the performance obligations within the proposed supply arrangements using the total estimated purchases method for both (i) arrangements that contain minimum purchase commitments and (ii) those arrangements that do not contain a minimum purchase commitment, but instead offer a volume discount for purchases that exceed a specified tier. During the three months ended September 30, 2021, the Company recognized revenue of $141, which primarily consisted of $114 in accordance with ASC 606 and $27 in accordance with ASC 842. During the three months ended September 30, 2020, the Company recognized revenue of $33 in accordance with ASC 606. During the nine months ended September 30, 2021, the Company recognized revenue of $292, which primarily consisted of $221 in accordance with ASC 606 and $71 in accordance with ASC 842. During the nine months ended September 30, 2020, the Company recognized revenue of $62 in accordance with ASC 606. |
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. Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. The Company recorded a deemed dividend for the issuance of warrants during the three and nine months ended September 30, 2021 of $0 and $6,145, respectively. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. |
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 September 30, 2021, and December 31, 2020, the Company had a full valuation allowance against its deferred tax assets. For the three and nine months ended September 30, 2021 and 2020, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. |
New Accounting Pronouncements – Recently Adopted | New Accounting Pronouncements – Recently Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures. |
Accounting Pronouncements- Not Yet Adopted | Accounting Pronouncements- Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial assets and liabilities | September 30, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,769 $ 1,769 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,617 $ 1,617 |
Schedule of estimated fair value of level 3 contingent royalty obligation | Fair Value Balance at December 31, 2020 $ 1,617 Change in estimated fair value of contingent royalty obligation 152 Balance at September 30, 2021 $ 1,769 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | September 30, December 31, Raw materials $ 269 $ 333 Work-in-process - 211 Finished goods 681 529 Inventory reserve (435 ) (268 ) Inventory $ 515 $ 805 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets, net | September 30, December 31, Office equipment $ 172 $ 167 Computers and software 305 299 Machinery 789 455 Lab and medical equipment 1,264 1,039 Leasehold improvements 193 185 Total 2,723 2,145 Less: accumulated depreciation and amortization (1,285 ) (967 ) Fixed assets, net $ 1,438 $ 1,178 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of lease cost and supplemental balance sheet information | Three Months ended Nine months ended 2021 2020 2021 2020 Lease Cost Operating lease cost, net of related party license fee $ 36 $ 36 $ 100 $ 141 Variable lease cost 30 30 90 88 Total lease cost $ 66 $ 66 $ 190 $ 229 As of As of 2021 2020 Assets Operating lease, right-of-use- asset $ 749 $ 766 Liabilities Current Operating lease liabilities $ 300 $ 238 Non-current Operating lease liabilities, net of current portion 457 547 Total lease liabilities $ 757 $ 785 Other information: Weighted average remaining lease term - operating leases 2.69 years 3.33 years Weighted-average discount rate - operating leases 7.46 % 7.78 % |
Convertible Note, Term Debt a_2
Convertible Note, Term Debt and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of interest expense for the loan | Contractual interest expense $ 165 Amortization of debt issuance costs 28 Total interest expense $ 193 |
Schedule of future principal payments | Years Ending December 31, Amount 2021 $ - 2022 - 2023 - 2024 - 2025 4,000 Total future principal payments 4,000 Less unamortized debt issuance costs (182 ) Total balance $ 3,818 Years Ending December 31, Amount 2021 $ - 2022 440 2023 1,696 2024 1,864 2025 1,000 Total future principal payments 5,000 End of loan payment 88 Less unamortized debt issuance costs (480 ) Total balance $ 4,608 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants to purchase common stock activity | Shares Weighted Weighted Aggregate Outstanding and exercisable at December 31, 2020 17,058,051 $ 1.86 5.78 $ - Granted 6,530,969 2.07 Exercised (14,267,250 ) 1.24 - Outstanding at September 30, 2021 9,321,770 $ 3.00 3.32 $ - |
Schedule of stock option activity | Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 5,029,119 $ 3.00 7.96 $ - Granted 1,206,500 1.71 Forfeited (163,640 ) 3.52 Outstanding at September 30, 2021 6,071,979 $ 2.73 7.66 $ - |
Schedule of option pricing model using weighted average assumptions | Nine months Ended 2021 2020 Expected term, in years 5.7 5.7 Expected volatility 106.64 % 82.04 % Risk-free interest rate 0.73 % 1.00 % Dividend yield - - Grant date fair value $ 1.71 $ 1.17 |
Schedule of restricted stock unit awards activity | Number Weighted Nonvested at December 31, 2020 337,927 $ 3.10 Granted 426,000 1.71 Vested (208,329 ) 2.35 Nonvested at September 30, 2021 555,598 $ 2.29 |
Schedule of stock-based compensation | Three Months ended Nine months ended 2021 2020 2021 2020 Research and development $ 145 $ 122 $ 448 $ 459 Sales and marketing 71 78 293 250 General and administrative 632 585 2,036 1,533 Total $ 848 $ 785 $ 2,777 $ 2,242 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Basis Of Presentation And Going Concerns [Abstract] | |
Accumulated deficit | $ (117,936) |
Total current assets | 24,878 |
Total current liabilities | 2,646 |
Working capital | 22,232 |
Net loss | (14,215) |
Cash and cash equivalent at carrying value | $ 23,652 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Recognized revenue, description | During the three months ended September 30, 2021, the Company recognized revenue of $141, which primarily consisted of $114 in accordance with ASC 606 and $27 in accordance with ASC 842. During the three months ended September 30, 2020, the Company recognized revenue of $33 in accordance with ASC 606. During the nine months ended September 30, 2021, the Company recognized revenue of $292, which primarily consisted of $221 in accordance with ASC 606 and $71 in accordance with ASC 842. During the nine months ended September 30, 2020, the Company recognized revenue of $62 in accordance with ASC 606.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. Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. The Company recorded a deemed dividend for the issuance of warrants during the three and nine months ended September 30, 2021 of $0 and $6,145, respectively. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. 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 September 30, 2021, and December 31, 2020, the Company had a full valuation allowance against its deferred tax assets. For the three and nine months ended September 30, 2021 and 2020, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. New Accounting Pronouncements – Recently Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures. Accounting Pronouncements- Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the debt host. The guidance also amends and simplifies the calculation of earnings per share relating to convertible instruments. This guidance is effective for annual periods beginning after December 15, 2021, including interim periods within that reporting period, excluding smaller reporting companies. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within that reporting period, using either a full or modified retrospective approach. We are currently evaluating the impact of the provisions of this guidance on our consolidated financial statements. In September 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. | |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Deemed dividends from warrant issuance | $ 0 | $ 6,145 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | ||
Fair value of the liability, description | 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 approximately $158 and a 2% increase in the discount rate would decrease the liability by approximately $142. | |
Discount Rate [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Increase (Decrease) in discount rate | 21.00% | 21.00% |
Royalty payment, percentage | 3.00% | 3.00% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of financial assets and liabilities - Contingent Royalty Obligation [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Contingent royalty obligation | $ 1,769 | $ 1,617 |
Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Contingent royalty obligation | ||
Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Contingent royalty obligation | ||
Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Contingent royalty obligation | $ 1,769 | $ 1,617 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of estimated fair value of level 3 contingent royalty obligation - Fair Value Measurements of Contingent Royalty Obligation (Level 3) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of estimated fair value of level 3 contingent royalty obligation [Line Items] | |
Balance at beginning | $ 1,617 |
Change in estimated fair value of contingent royalty obligation | 152 |
Balance at ending | $ 1,769 |
Inventory (Details)
Inventory (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Inventory write-down charge | $ 186 | $ 186 | $ 0 | $ 0 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of inventory [Abstract] | |||
Raw materials | $ 269 | $ 333 | |
Work-in-process | 211 | ||
Finished goods | 681 | 529 | |
Inventory reserve | (435) | (268) | |
Inventory | $ 515 | $ 805 | [1] |
[1] | Derived from audited consolidated financial statements |
Fixed Assets, Net (Details)
Fixed Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 118 | $ 318 | ||
Depreciation and amortization expenses | $ 154 | $ 279 | ||
Incurred loss impairment of fixed assets | $ 0 | $ 18 |
Fixed Assets, Net (Details) - S
Fixed Assets, Net (Details) - Schedule of fixed assets, net - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 2,723 | $ 2,145 |
Less: accumulated depreciation and amortization | (1,285) | (967) |
Fixed assets, net | 1,438 | 1,178 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 172 | 167 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 305 | 299 |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 789 | 455 |
Lab and medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 1,264 | 1,039 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 193 | $ 185 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases (Details) [Line Items] | ||||
Operating lease, expense | $ 66 | $ 190 | ||
License fee | $ 47 | $ 47 | $ 141 | $ 126 |
General and Administrative Expense [Member] | ||||
Leases (Details) [Line Items] | ||||
Operating lease, expense | $ 66 | $ 229 | ||
Florida [Member] | Office [Member] | ||||
Leases (Details) [Line Items] | ||||
Term of expires Date | November 2024 | |||
Percentage of increase in annual base rent | 2.75% | |||
Israel [Member] | Office [Member] | ||||
Leases (Details) [Line Items] | ||||
Percentage of increase in annual base rent | 4.00% | |||
Expire date | Dec. 31, 2022 | |||
Renewal Term | 3 years | 3 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease cost and supplemental balance sheet information - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Lease Cost | ||||||
Operating lease cost, net of related party license fee | $ 36 | $ 36 | $ 100 | $ 141 | ||
Variable lease cost | 30 | 30 | 90 | 88 | ||
Total lease cost | 66 | $ 66 | 190 | $ 229 | ||
Assets | ||||||
Operating lease, right-of-use- asset | 749 | 749 | $ 766 | |||
Current | ||||||
Operating lease liabilities | 300 | 300 | 238 | [1] | ||
Non-current | ||||||
Operating lease liabilities, net of current portion | 457 | 457 | 547 | |||
Total lease liabilities | $ 757 | $ 757 | $ 785 | |||
Other information: | ||||||
Weighted average remaining lease term - operating leases | 2 years 8 months 8 days | 2 years 8 months 8 days | 3 years 3 months 29 days | |||
Weighted-average discount rate - operating leases | 7.46% | 7.46% | 7.78% | |||
[1] | Derived from audited consolidated financial statements |
Convertible Note, Term Debt a_3
Convertible Note, Term Debt and Long-Term Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Dec. 13, 2019 | |
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Term debt | $ 8,000,000 | |||||
Amount of payment | $ 8,220,000 | |||||
Negotiated prepayment premium | $ 220,000 | |||||
Conversion price per share (in Dollars per share) | $ 1.4 | $ 1.4 | ||||
Interest rate | 7.75% | 7.75% | ||||
Convertible bullet loan | 7.75% | |||||
Shares issued (in Shares) | 190,949 | |||||
Share price per share (in Dollars per share) | $ 1.0474 | |||||
Discount on warrant issuance related | $ 165,000 | |||||
Aggregate debt discount | 690,000 | |||||
Cash for debt issuance costs | 437,000 | |||||
Debt discount | $ 171 | 171 | ||||
Debt issuance costs | 437 | 437 | ||||
Loan payments | $ 88,000 | 88,000 | ||||
Advance payment | $ 690,000 | |||||
Kreos Loan Agreement [Member] | ||||||
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Aggregate principal amount | $ 12,000,000 | |||||
Convertible Bullet Loan [Member] | ||||||
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Aggregate principal amount | 4,000,000 | |||||
Tranche B [Member] | ||||||
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Aggregate principal amount | 5,000,000 | |||||
Tranche C [Member] | ||||||
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Aggregate principal amount | 3,000,000 | |||||
SVB Loan [Member] | ||||||
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Loss on extinguishment | $ 237,000 | |||||
Tranche C [Member] | Tranche B [Member] | ||||||
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Loans accrues interest | 9.50% | |||||
Warrant [Member] | ||||||
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Debt discount | $ 165,000 | |||||
Forecast [Member] | ||||||
Convertible Note, Term Debt and Long-Term Debt (Details) [Line Items] | ||||||
Minimum of capital raise | $ 20,000,000 |
Convertible Note, Term Debt a_4
Convertible Note, Term Debt and Long-Term Debt (Details) - Schedule of interest expense for the loan $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of interest expense for the loan [Abstract] | |
Contractual interest expense | $ 165 |
Amortization of debt issuance costs | 28 |
Total interest expense | $ 193 |
Convertible Note, Term Debt a_5
Convertible Note, Term Debt and Long-Term Debt (Details) - Schedule of future principal payments $ in Thousands | Sep. 30, 2021USD ($) |
Long-term Debt [Member] | |
Convertible Note, Term Debt and Long-Term Debt (Details) - Schedule of future principal payments [Line Items] | |
2021 | |
2022 | 440 |
2023 | 1,696 |
2024 | 1,864 |
2025 | 1,000 |
Total future principal payments | 5,000 |
End of Loan payment | 88 |
Less unamortized debt issuance costs | (480) |
Total balance | 4,608 |
Convertible Debt [Member] | |
Convertible Note, Term Debt and Long-Term Debt (Details) - Schedule of future principal payments [Line Items] | |
2021 | |
2022 | |
2023 | |
2024 | |
2025 | 4,000 |
Total future principal payments | 4,000 |
Less unamortized debt issuance costs | (182) |
Total balance | $ 3,818 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Royalty received | $ 1,332 | ||||
Description of royalty payment | LIBOR interest to date in the amount of $1,413 and $1,407 as of September 30, 2021 and December 31, 2020, respectively. This obligation is repaid in the form of royalties on revenues generated in any fashion from know-how developed using IIA grants, with a rate that is currently 4% (which may be increased under certain circumstances), 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. | ||||
Licensing proceeds | $ 3,500 | $ 3,500 | |||
Contingent royalty obligation | 1,769 | $ 1,617 | |||
Gain on change in fair value of contingent royalty obligation | $ 35 | $ 3 | 152 | $ 248 | |
Severance payments | $ 1,408 | ||||
Royalty Payment Rights on Royalty Payment Rights Certificates [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
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. | ||||
Initial Licensing Proceeds Milestone [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Royalty received | $ 30,000 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Percentage of payment amount | 10.00% | ||||
Series A Convertible Preferred Stock [Member] | Royalty Payment Rights on Royalty Payment Rights Certificates [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Description of royalty payment | ●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 $30,000. “Net Sales” is defined in the Royalty Payment Rights Certificates. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||
License fees | $ 47 | $ 47 | $ 141 | $ 126 | |
Shared Space Agreements [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Percentage of holder of common stock | 5.00% | ||||
Shareholder Loan [Member] | Minimum [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
License fees | 162 | ||||
Shareholder Loan [Member] | Maximum [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
License fees | $ 198 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 13, 2021 | Feb. 06, 2020 | Jun. 22, 2021 | May 17, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 17, 2021 | Jan. 27, 2021 | Jan. 20, 2021 | Aug. 28, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 16, 2021 | Dec. 31, 2020 |
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Accrued expenses | $ 56 | |||||||||||||||||||
Weighted average grant date fair value (in Dollars per share) | $ 1.08 | |||||||||||||||||||
Granted (in Shares) | 426,000 | |||||||||||||||||||
Share price (in Dollars per share) | $ 1.06 | |||||||||||||||||||
Share based compensation expense related to stock option | $ 536 | $ 619 | $ 1,885 | $ 1,798 | ||||||||||||||||
Aggregate offering price | $ 25,000 | |||||||||||||||||||
Pursuant share of common stock (in Shares) | 1,340,870 | |||||||||||||||||||
Net cash proceeds | $ 1,826 | |||||||||||||||||||
Issuance costs | $ 74 | |||||||||||||||||||
Aggregate share of common stock (in Shares) | 50,000 | |||||||||||||||||||
Expense related to consulting agreement | $ 0 | $ 53 | $ 53 | |||||||||||||||||
Number of warrants purchased (in Shares) | 8,733,625 | 8,733,625 | ||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.3 | |||||||||||||||||||
Exercise price (in Dollars per share) | $ 3 | $ 3 | $ 1.86 | |||||||||||||||||
Risk-free interest rate | 0.73% | 1.00% | ||||||||||||||||||
Expected life in years | 5 years 8 months 12 days | 5 years 8 months 12 days | ||||||||||||||||||
Expected stock volatility percentage | 106.64% | 82.04% | ||||||||||||||||||
Expected dividend yields percentage | ||||||||||||||||||||
Services agreement, description | The Company recorded $28 and $47 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss in relation to the consulting agreement for the three and nine months ended September 30, 2020, respectively. The Company recorded $0 and $9 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss in relation to the consulting agreement for the three and nine months ended September 30, 2021, respectively. | The fair value of the warrants were valued on the date of grant at $355 using the Black-Scholes option-pricing model with the following parameters: (1) risk-free interest rate of 0.19%; (2) expected life in years of 3.0; (3) expected stock volatility of 100.99%; and (4) expected dividend yield of 0%. The Company recorded $89 and $237 as general and administrative expense in the accompanying consolidated statement of comprehensive loss in relation to the consulting agreement for the three and nine months ended September 30, 2021, respectively. | ||||||||||||||||||
Securities purchase agreement, description | the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) under which it sold and issued to an institutional investor (the “Holder”), in a registered direct offering, an aggregate of 3,200,000 shares of the Company’s common stock par value $0.0001 per share (the “Common Stock”), and pre-funded warrants to purchase an aggregate of 5,533,625 shares of Common Stock (the “Pre-Funded Warrants”) at an exercise price of $0.001 per share. During the three and nine months ended September 30, 2021, the Pre-Funded Warrants for 5,533,625 shares of common stock were exercised which resulted in aggregate proceeds of $0 and $6. | |||||||||||||||||||
Warrants outstanding (in Shares) | 9,321,770 | 9,321,770 | 17,058,051 | |||||||||||||||||
Due to exercise units (in Shares) | 733,625 | |||||||||||||||||||
Private placement warrants shares (in Shares) | 190,949 | |||||||||||||||||||
Cash paid payment per share (in Dollars per share) | $ 0.1 | |||||||||||||||||||
Number warrant issued (in Shares) | 600,000 | |||||||||||||||||||
Received gross proceeds before expenses | $ 11,000 | |||||||||||||||||||
Outstanding private placement warrants (in Shares) | 8,000,000 | |||||||||||||||||||
Exercisable and expire term | 5 years | |||||||||||||||||||
Fair alue adjustment of warrants, shares (in Shares) | 6,000,000 | |||||||||||||||||||
Fair value warrants amount | $ 6,745 | |||||||||||||||||||
Expected dividend yields | 0.00% | |||||||||||||||||||
Deemed dividend | $ 6,145 | |||||||||||||||||||
Cash fees | $ 300 | |||||||||||||||||||
Loan agreement description | Company issued to the Lender a Warrant, dated July 16, 2021, to purchase up to 190,949 shares of the Company’s common stock. The Warrant is immediately exercisable at an exercise price of $1.0474 per share, payable in cash or on a cashless basis according to the formula set forth in the Warrant. The exercise price of the Warrant and the number of shares issuable upon exercise of the Warrant are subject to adjustments for stock splits, combinations, stock dividends or similar events. The Warrant is exercisable until the date that is ten years after the date of issuance. The fair value of the warrant was valued on the date of grant at $168 using the Black-Scholes option-pricing model with the following parameters: (1) risk-free interest rate of 1.31%; (2) expected life in years of 10; (3) expected stock volatility of 108.87%; and (4) expected dividend yield of 0%. | |||||||||||||||||||
Fair value of warrant | $ 165 | |||||||||||||||||||
Warrants exercisable (in Shares) | 9,208,448 | |||||||||||||||||||
Description of incentive plan | On January 1, 2021, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,936,669 shares. Under the 2016 Plan, effective as of January 1, 2021, the maximum number of shares of the Company’s common stock authorized for issuance is 7,592,663. As of September 30, 2021, there were 226,103 shares of common stock available for future grant under the 2016 Plan. | |||||||||||||||||||
Unamortized share-based compensation for stock options | $ 1,799 | |||||||||||||||||||
Weighted-average recognition period | 1 year 10 days | |||||||||||||||||||
Outstanding options to purchase,shares of common stock were exercisable (in Shares) | 3,855,603 | 3,855,603 | ||||||||||||||||||
Weighted-average exercise price per share (in Dollars per share) | $ 3.83 | $ 3.83 | ||||||||||||||||||
Restricted stock unit (in Shares) | 160,000 | |||||||||||||||||||
Restricted stock units (in Shares) | 266,000 | |||||||||||||||||||
Restricted stock awards vested (in Shares) | 89,332 | |||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Unamortized share-based compensation for stock options | $ 970 | |||||||||||||||||||
Weighted-average recognition period | 10 months 24 days | |||||||||||||||||||
Restricted stock units (in Shares) | 927,266 | |||||||||||||||||||
Restricted stock unit awards granted | $ 758 | |||||||||||||||||||
General and administrative expense | $ 223 | $ 646 | ||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Private placement warrants shares (in Shares) | 8,000,000 | |||||||||||||||||||
Private Placement [Member] | Exercise Agreement [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Warrants outstanding (in Shares) | 8,000,000 | |||||||||||||||||||
Executives and Employees [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Number of shares issued (in Shares) | 52,317 | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Number of shares issued (in Shares) | 18,209 | |||||||||||||||||||
Granted (in Shares) | 121,237 | |||||||||||||||||||
Share price (in Dollars per share) | $ 1.04 | $ 1.78 | ||||||||||||||||||
Cash compensation for service | $ 19 | $ 216 | ||||||||||||||||||
Prepaid compensation amount | 61 | |||||||||||||||||||
Share based compensation expense related to stock option | $ 60 | $ 174 | ||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Expected life in years | 4 years 11 months 12 days | |||||||||||||||||||
Risk free interest rates minimum | 0.41% | |||||||||||||||||||
Expected stock volatilities percentage minimum | 103.00% | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Risk free interest rates maximum | 0.57% | |||||||||||||||||||
Expected stock volatilities percentage maximum | 103.23% | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Exercised, shares (in Shares) | 14,267,250 | |||||||||||||||||||
Percentage of number of shares | 6.00% | 6.00% | ||||||||||||||||||
Restricted stock unit (in Shares) | 53,081 | 65,915 | 30,916 | 30,916 | 15,070 | |||||||||||||||
Common Stock [Member] | Services Agreement [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Number of warrants purchased (in Shares) | 120,000 | |||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||
Warrant [Member] | Services Agreement [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Granted (in Shares) | 60,000 | |||||||||||||||||||
Number of warrants purchased (in Shares) | 340,020 | |||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.16 | |||||||||||||||||||
Remaining warrants granted (in Shares) | 60,000 | |||||||||||||||||||
Exercise price (in Dollars per share) | $ 3.5 | $ 1.75 | ||||||||||||||||||
Fair value of warrants share | $ 112 | |||||||||||||||||||
Risk-free interest rate | 1.43% | |||||||||||||||||||
Expected life in years | 3 years | |||||||||||||||||||
Expected stock volatility percentage | 74.82% | |||||||||||||||||||
Expected dividend yields percentage | 0.00% | |||||||||||||||||||
New Warrants [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Gross proceeds before expenses (in Shares) | 6,000,000 | |||||||||||||||||||
Exercised, shares (in Shares) | 8,000,000 | |||||||||||||||||||
Cash excercise | $ 200 | |||||||||||||||||||
New Warrants [Member] | Private Placement [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.12 | |||||||||||||||||||
Warrants outstanding (in Shares) | 6,000,000 | |||||||||||||||||||
Purchase warrant per share (in Dollars per share) | $ 0.75 | |||||||||||||||||||
New Warrants [Member] | Private Placement [Member] | Exercise Agreement [Member] | ||||||||||||||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||||||||||||||
Warrants outstanding (in Shares) | 8,000,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of warrants to purchase common stock activity | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Schedule of warrants to purchase common stock activity [Abstract] | |
Shares Underlying Warrants Outstanding at Beginning | shares | 17,058,051 |
Weighted Average Exercise Price Outstanding at Beginning | $ / shares | $ 1.86 |
Weighted Average Remaining Contractual Life (years) Outstanding at Beginning | 5 years 9 months 10 days |
Aggregate Intrinsic Value, Outstanding at Beginning | $ | |
Shares Underlying Warrants Granted | shares | 6,530,969 |
Weighted Average Exercise Price Granted | $ / shares | $ 2.07 |
Shares Underlying Warrants Exercised | shares | (14,267,250) |
Weighted Average Exercise Price Exercised | $ / shares | $ 1.24 |
Shares Underlying Warrants Outstanding at Ending | shares | 9,321,770 |
Weighted Average Exercise Price Outstanding at Ending | $ / shares | $ 3 |
Weighted Average Remaining Contractual Life (years) Outstanding at Ending | 3 years 3 months 25 days |
Aggregate Intrinsic Value, Outstanding at Ending | $ |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of stock option activity | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Shares Underlying Options, Outstanding Beginning | shares | 5,029,119 |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 3 |
Weighted Average Remaining Contractual Life (years), Outstanding Beginning | 7 years 11 months 15 days |
Aggregate Intrinsic Value, Outstanding Beginning | $ | |
Shares Underlying Options, Granted | shares | 1,206,500 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.71 |
Shares Underlying Options, Forfeited | shares | (163,640) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 3.52 |
Shares Underlying Options, Outstanding Ending | shares | 6,071,979 |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | $ 2.73 |
Weighted Average Remaining Contractual Life (years), Outstanding Ending | 7 years 7 months 28 days |
Aggregate Intrinsic Value, Outstanding Ending | $ |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of option pricing model using weighted average assumptions - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of option pricing model using weighted average assumptions [Abstract] | ||
Expected term, in years | 5 years 8 months 12 days | 5 years 8 months 12 days |
Expected volatility | 106.64% | 82.04% |
Risk-free interest rate | 0.73% | 1.00% |
Dividend yield | ||
Grant date fair value (in Dollars per share) | $ 1.71 | $ 1.17 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of restricted stock unit awards activity | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Schedule of restricted stock unit awards activity [Abstract] | |
Number of Shares Nonvested Beginning | shares | 337,927 |
Weighted Average Grant Date Fair Value Nonvested Beginning | $ / shares | $ 3.1 |
Number of Shares Granted | shares | 426,000 |
Weighted Average Grant Date Fair Value Granted | $ / shares | $ 1.71 |
Number of Shares Vested | shares | (208,329) |
Weighted Average Grant Date Fair Value Vested | $ / shares | $ 2.35 |
Number of Shares Nonvested Ending | shares | 555,598 |
Weighted Average Grant Date Fair Value Nonvested Ending | $ / shares | $ 2.29 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of stock-based compensation - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-Based Compensation (Details) - Schedule of stock-based compensation [Line Items] | ||||
Total | $ 848 | $ 785 | $ 2,777 | $ 2,242 |
Research and development [Member] | ||||
Stock-Based Compensation (Details) - Schedule of stock-based compensation [Line Items] | ||||
Total | 145 | 122 | 448 | 459 |
Sales and marketing [Member] | ||||
Stock-Based Compensation (Details) - Schedule of stock-based compensation [Line Items] | ||||
Total | 71 | 78 | 293 | 250 |
General and administrative [Member] | ||||
Stock-Based Compensation (Details) - Schedule of stock-based compensation [Line Items] | ||||
Total | $ 632 | $ 585 | $ 2,036 | $ 1,533 |