Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38389 | |
Entity Registrant Name | Motus GI Holdings, Inc. | |
Entity Central Index Key | 0001686850 | |
Entity Tax Identification Number | 81-4042793 | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | MOTS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,059,891 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 20,338 | $ 22,563 |
Accounts receivable | 18 | 109 |
Inventory | 700 | 496 |
Prepaid expenses and other current assets | 1,347 | 793 |
Total current assets | 22,403 | 23,961 |
Fixed assets, net | 1,366 | 1,428 |
Right-of-use assets | 643 | 687 |
Other non-current assets | 13 | 13 |
Total assets | 24,425 | 26,089 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,992 | 2,584 |
Operating lease liabilities - current | 296 | 307 |
Other current liabilities | 8 | 10 |
Current portion of long-term debt, net of unamortized debt discount of $274 and $271, respectively | 1,083 | 431 |
Total current liabilities | 3,379 | 3,332 |
Contingent royalty obligation | 1,731 | 1,760 |
Operating lease liabilities - non-current | 346 | 385 |
Convertible note, net of unamortized debt discount of $153 and $166, respectively | 3,847 | 3,834 |
Long-term debt, net of unamortized debt discount of $268 and $317, respectively | 6,515 | 7,121 |
Total liabilities | 15,818 | 16,432 |
Shareholders’ equity | ||
Common stock $0.0001 par value; 115,000,000 shares authorized; 55,059,891 and 48,320,986 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 6 | 5 |
Additional paid-in capital | 136,166 | 132,406 |
Accumulated deficit | (127,565) | (122,754) |
Total shareholders’ equity | 8,607 | 9,657 |
Total liabilities and shareholders’ equity | $ 24,425 | $ 26,089 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Debt instrument, unamortized discount | $ 274 | $ 271 |
Debt instrument, unamortized discount, noncurrent | 153 | 166 |
Debt instrument, unamortized discount, current | $ 268 | $ 317 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 115,000,000 | 115,000,000 |
Common stock, shares issued | 55,059,891 | 48,320,986 |
Common stock, shares outstanding | 55,059,891 | 48,320,986 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 20 | $ 51 |
Operating expenses: | ||
Cost of revenue - sales | 15 | 28 |
Cost of revenue - impairment of inventory | 159 | |
Research and development | 1,275 | 1,345 |
Sales and marketing | 983 | 676 |
General and administrative | 2,114 | 2,444 |
Total costs and expenses | 4,546 | 4,493 |
Operating loss | (4,526) | (4,442) |
Gain (loss) on change in estimated fair value of contingent royalty obligation | 29 | (80) |
Finance expense, net | (332) | (117) |
Foreign currency gain (loss) | 18 | (10) |
Net loss | (4,811) | (4,649) |
Deemed dividends from warrant issuance | (6,145) | |
Net loss attributable to common shareholders | $ (4,811) | $ (10,794) |
Net loss attributable to common shareholders | $ (0.09) | $ (0.25) |
Weighted average number of common shares outstanding, basic and diluted | 51,794,258 | 42,230,001 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 3 | $ 115,008 | $ (103,721) | $ 11,290 |
Beginning balance, 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, shares | 65,915 | |||
Issuance of common stock for board of directors’ compensation | 272 | 272 | ||
Issuance of common stock for board of directors' compensation, shares | 173,554 | |||
Share based compensation | 919 | 919 | ||
Net loss | (4,649) | (4,649) | ||
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 options, shares | 14,267,250 | |||
Ending balance, value at Mar. 31, 2021 | $ 5 | 127,790 | (108,370) | 19,425 |
Ending balance, shares at Mar. 31, 2021 | 46,779,028 | |||
Beginning balance, value at Dec. 31, 2021 | $ 5 | 132,406 | (122,754) | 9,657 |
Beginning balance, shares at Dec. 31, 2021 | 48,320,986 | |||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs of $111 | $ 1 | 3,004 | 3,005 | |
Issuance of common shares upon public offering, shares | 5,975,292 | |||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units, shares | 274,446 | |||
Issuance of common stock for board of directors’ compensation | 235 | 235 | ||
Issuance of common stock for board of directors' compensation, shares | 489,167 | |||
Share based compensation | 521 | 521 | ||
Net loss | (4,811) | (4,811) | ||
Ending balance, value at Mar. 31, 2022 | $ 6 | $ 136,166 | $ (127,565) | $ 8,607 |
Ending balance, shares at Mar. 31, 2022 | 55,059,891 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Proceeds from warrant exercises | |
Common Stock [Member] | |
Proceeds from Issuance Initial Public Offering | $ 111 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,811) | $ (4,649) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 124 | 98 |
Amortization of debt issuance costs | 59 | 2 |
(Gain) loss on change in estimated fair value of contingent royalty obligation | (29) | 80 |
Share based compensation | 521 | 919 |
Impairment of inventory | 159 | |
Issuance of common stock for board of directors’ compensation | 57 | 55 |
Amortization on operating lease right-of-use asset | 79 | 36 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 91 | (39) |
Inventory | (376) | 33 |
Prepaid expenses and other current assets | (378) | (687) |
Accounts payable and accrued expenses | (658) | (296) |
Operating lease liabilities - current and non-current | (82) | (38) |
Other current and non-current liabilities | (2) | (56) |
Net cash used in operating activities | (5,246) | (4,542) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (1) | (139) |
Net cash used in investing activities | (1) | (139) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise and purchase of warrants | 11,959 | |
Proceeds from issuance of common shares pursuant to at-the-market issuance registered offering | 3,116 | |
Financing fees | (94) | (348) |
Net cash provided by financing activities | 3,022 | 11,611 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (2,225) | 6,930 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 22,563 | 20,819 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 20,338 | 27,749 |
CASH PAID FOR: | ||
Interest | 244 | 110 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Common stock issued to settle accrued expenses for board of directors’ compensation | 56 | |
Common stock issued for prepaid board of directors’ compensation | 178 | 162 |
Reclassification of prepaid expenses to fixed assets | 4 | 75 |
Reclassification of inventory to fixed assets | 12 | 2 |
Purchase of fixed assets in accounts payable and accrued expenses | 45 | 16 |
Financing fees included in accounts payable and accrued expenses | 17 | 18 |
Right-of-use asset obtained in exchange for lease obligation | 35 | |
Prepaid expenses resulting from right-of-use asset obtained | $ 3 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business Motus GI Holdings, Inc. (the “Company”) was incorporated in Delaware, U.S.A. in September 2016. The Company and its subsidiaries, Motus 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 received 510(k) clearance in February 2022 from the FDA for its Pure-Vu EVS System and recently commenced commercialization of this product. The Company 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 2021 10-K filed with the SEC on March 29, 2022. 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, 2021 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 2022. The Company has financed its operations primarily through sales of equity-related securities. In March 2021, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), under which we may offer and sell from time to time common shares having an aggregate offering price of up to $ 25.0 6.0 3.0 0.1 Net cash used in operating activities for the three months ended March 31, 2022 was $ 5,246 For the three months ended March 31, 2022 the Company incurred a net loss of $ 4,811 . As of March 31, 2022, the Company had cash and cash equivalents of $ 20,338 . Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2022 are consistent with those discussed in Note 3 to the consolidated financial statements in the Company’s 2021 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2022. Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2022 and December 31, 2021, the Company had a full valuation allowance against its deferred tax assets. For the three months ended March 31, 2022 and 2021, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2022 and 2021, 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 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50) Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options 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 smaller reporting companies 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 | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements Liabilities measured and recorded at fair value on a recurring basis consisted of the following at March 31, 2022 and December 31, 2021: Schedule of Fair Value of Financial Assets and Liabilities March 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ $ $ 1,731 $ 1,731 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ $ 1,760 $ 1,760 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. In estimating the fair value of the Company’s contingent royalty obligation (see Note 9), the Company used the discounted cash flow method as of March 31, 2022 and December 31, 2021. Based on the fair value hierarchy, the Company classified contingent royalty obligation within Level 3 because valuation inputs are based on projected revenues discounted to a present value. 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 three months ended March 31, 2022 was as follows: Schedule of Estimated Fair Value of Level 3 Contingent Royalty Obligation Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2021 $ 1,760 Change in estimated fair value of contingent royalty obligation (29 ) Balance at March 31, 2022 $ 1,731 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 ( 23 21 3 In accordance with ASC-820-10-50-2(g), the Company performed a sensitivity analysis of the liability, which was classified as a Level 3 financial instrument. The Company recalculated the fair value of the liability by applying a +/- 2% change to the input variable in the discounted cash flow model; the discount rate. A 2% decrease in the discount rate would increase the liability by $138 and a 2% increase in the discount rate would decrease the liability by $125 . |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory is stated at lower of cost or net realizable value using the weighted average cost method and is evaluated at least annually for impairment. Write-downs for potentially obsolete or excess inventory are made based on management’s analysis of inventory levels, historical obsolescence and future sales forecasts. For the three months ended March 31, 2022 and 2021, an inventory impairment of $ 159 and $ 0 , respectively, was recorded. Inventory at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Inventory March 31, December 31, Raw materials $ 359 $ 569 Work-in-process 127 - Finished goods 307 292 Inventory reserve (93 ) (365 ) Inventory, net $ 700 $ 496 |
Fixed assets, net
Fixed assets, net | 3 Months Ended |
Mar. 31, 2022 | |
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: Schedule of Fixed Assets Net March 31, December 31, Office equipment $ 171 $ 171 Computers and software 306 305 Machinery 817 807 Lab and medical equipment 1,393 1,342 Leasehold improvements 193 193 Total 2,880 2,818 Less: accumulated depreciation and amortization (1,514 ) (1,390 ) Fixed assets, net $ 1,366 $ 1,428 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $ 124 and $ 98 , respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
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 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: Schedule of Lease Cost and Supplemental Balance Sheet Information Three Months Three Months 2022 2021 Lease Cost Operating lease cost, net of related party license fee $ 39 $ 32 Variable lease cost 30 30 Total lease cost $ 69 $ 62 As of As of 2022 2021 Assets Operating lease, right-of-use- asset $ 643 $ 687 Liabilities Current Operating lease liabilities $ 296 $ 307 Non-current Operating lease liabilities, net of current portion 346 385 Total lease liabilities $ 642 $ 692 Other information: Weighted average remaining lease term - operating leases 2.28 years 2.49 years Weighted-average discount rate - operating leases 7.40 % 7.66 % The Company records operating lease payments to lease expense using the straight-line method. The Company’s lease expense was $ 69 and $ 62 for the three months ended March 31, 2022 and 2021, respectively, included in general and administrative expenses which is net of the related party license fee of $ 47 for each of the three months ended March 31, 2022 and 2021 (see Note 10). |
Convertible Note and Long-Term
Convertible Note and Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note and Long-Term Debt | Note 8 – Convertible Note and Long-Term Debt 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 4,000 5,000 3,000 The Convertible Note and Tranche B were funded on the Effective Date. As of December 31, 2021 , the Company drew down the full $ 3,000 aggregate principal amount of Tranche C. The Convertible Note requires forty-eight monthly interest only payments at 7.75% 1.40 per share. Following the conversion of any portion of the outstanding principal balance of the Convertible Note, the principal balance of the Convertible Note remaining outstanding shall continue to bear interest at 7.75 % per annum. 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. The Tranche C loan requires interest only monthly payments commencing on the on the date of the draw down until September 30, 2022 and, thereafter, thirty-two 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 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 1.0474 The Company treated Tranche A, Tranche B and Tranche C, 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 $ 845 related to the Loan, inclusive of the debt discount of $ 165 in connection to the Warrant, which will be amortized to interest expense over the term of each respective tranche using the effective interest method. The Company also paid $ 540 in cash for debt issuance costs. Additionally, per the Kreos Loan Agreement, with respect to the Long-term Debt, there is an 274 that is recorded at a debt discount. 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 $ 140 which is included on the balance sheet as a liability within the Long-term Debt and also within the total debt discount of $ 845 . Subsequent to the issuance of the consolidated financial statements for the year ended December 31, 2021, the Company identified that the current portion of long-term debt was incorrectly classified as non-current on the balance sheet as of December 31, 2021. Management evaluated this misstatement and concluded it was not material to the financial statements and therefore, the Company elected to correct the current portion of long-term debt as of December 31, 2021 in these condensed consolidated financial statements for comparative purposes. For the three months ended March 31, 2022, interest expense for the Loan was as follows: Schedule of Interest Expense for Loan Contractual interest expense $ 268 Amortization of debt issuance costs 59 Total interest expense $ 327 Future principal payments under the Convertible Note as of March 31, 2022 are as follows: Schedule of Future Principal Payments Years Ending December 31, Amount 2022 $ - 2023 - 2024 - 2025 4,000 Total future principal payments 4,000 End of loan payments - Less unamortized debt issuance costs (153 ) Total balance $ 3,847 Future principal payments under the Long-term Debt as of March 31, 2022 are as follows: Years Ending December 31, Amount 2022 $ 702 2023 2,714 2024 2,983 2025 1,601 Total future principal payments 8,000 End of loan payments 140 Less unamortized debt issuance costs (542 ) Total term-debt balance $ 7,598 Less current portion of long-term debt (1,083 ) Total long-term debt $ 6,515 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Royalties to the IIA The Company has received grants from the Government of the State of Israel through the Israeli National Authority for Technical Innovation (the “IIA”) for the financing of a portion of its research and development expenditures. The total amount that was received and recorded between the periods ending December 31, 2011 through 2016 was $ 1,332 . No amounts were received during the three months ended March 31, 2022 and 2021. 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 $ 1,422 and $ 1,419 as of March 31, 2022 and December 31, 2021, respectively. This obligation is repaid in the form of royalties on revenues generated in any fashion with a rate that is currently at 4% (which may be increased under certain circumstances). The Company may be obligated to pay up to 100% (which may be increased under certain circumstances) of the U.S. dollar-linked value of the grants received, plus interest at the rate of 12-month LIBOR. Repayment of the grants is contingent upon the successful completion of the Company’s R&D programs and generating sales. The Company has no obligation to repay these grants if the R&D program fails, is unsuccessful, or aborted, or if no sales are generated. The Company has recorded an immaterial expense for the three months ended March 31, 2022 and 2021, and an immaterial liability as of March 31, 2022 and December 31, 2021. 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% ● 5% 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% 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 as of March 31, 2022 and December 31, 2021 (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% ● 5% * 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 30,000 ** 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 30,000 The Royalty Amount will be payable up to the later of (i) the latest expiration date of the Company’s patents issued as of December 22, 2016, or (ii) the latest expiration date of any pending patents as of December 22, 2016 that have since been issued or may be issued in the future (which is currently April 2035). Following the expiration of all such patents, the holders of the Royalty Payment Rights Certificates and the holders of the Placement Agent Royalty Payment Rights Certificates will no longer be entitled to any further royalties for any period following the latest to occur of such patent expiration. On February 16, 2018, the date of the closing of the IPO, (1) the amendment to the Certificate of Designation became effective, (2) all outstanding shares of Series A Convertible Preferred Stock were converted into shares of the Company’s common stock pursuant to a mandatory conversion, and (3) the Royalty Payment Rights Certificates were issued to the former holders of the Series A Convertible Preferred Stock. Contingent Royalty Obligation The Contingent Royalty Obligation was recorded as a non-current liability at fair value in the condensed consolidated balance sheets at March 31, 2022 and December 31, 2021 in the amount of $ 1,731 and $ 1,760 , respectively. The Company recorded a gain on change in fair value of Contingent Royalty Obligation in the amount of $ 29 and a loss on change in fair value of Contingent Royalty Obligation in the amount of $ 80 , for the three months ended March 31, 2021. Manufacturing Component Purchase Obligations The Company utilizes two outsourcing partners to manufacture its workstation and disposable portions of the Pure-Vu System, and to perform final assembly and testing of finished products. These outsourcing partners acquire components and build product based on demand information supplied by the Company. As of March 31, 2022, the Company expects to pay $ 237 Other Commitments and Contingencies The Company has a severance contingency for severance payments to its CEO, COO, and CFO in the aggregate of $ 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 condensed 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 | 3 Months Ended |
Mar. 31, 2022 | |
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. (OBIO), 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. Pursuant to the Shared Space Agreement, the Company granted a license to OBIO for the use of portions of the office space not being used by the Company in the Company’s leased facility in Fort Lauderdale, Florida (the “Premises”), and a proportionate share of common areas of such Premises, which previously covered approximately 35% of the Premises and was to expand incrementally to approximately 60 to 70% of the Premises by September 2024. During each of the three months ended March 31, 2022 and 2021, the Company recorded a license fee of $ 47 in relation to the Shared Space Agreement. This amount is netted with rent expense in general and administrative expenses. As further described in note 12, effective May 1, 2022, the Company entered into an amendment to the Shared Space Agreement. Pursuant to the amendment, the area covered by the Shared Space Agreement was expanded to 95% of the premises and the aggregate license fees will generally range from approximately $ 212 270 |
Share
Share | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share | Note 11 – Share Issuance of Common Stock On January 5, 2022, non-employee members of the Board of Directors were granted an aggregate of 489,167 shares of fully-vested common stock with a fair value of $ 0.48 per share of common stock, as compensation, in lieu of $ 235 of cash compensation, for service as directors for 2022. The Company recorded $ 57 in expense for director services during the three months ended March 31, 2022. The Company recorded $ 178 in prepaid expenses for director services as of March 31, 2022. Issuance of Warrants to Purchase Common Stock In February 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 fully vested over a one-year period on a monthly basis and expire three years from the date of issuance and were exercisable at weighted average exercise price equal to $ 2.83 per share of common stock. In March 2022, the Company granted new warrants as a replacement to the vested warrants held by the service provider, for which all the share-based compensation expense had been recognized in prior fiscal periods. The issuance of new warrants concurrently with the cancellation of the existing warrants was treated as a modification. The Company agreed to issue replacement warrants to purchase 120,000 shares of common stock of the Company exercisable at a price equal to $ 0.50 per share of common stock. The replacement warrants immediately vested upon issuance and expire three years from the date of issuance. As a result, the Company recognized $ 26 of share-based compensation related to the incremental fair value which is equal to the excess of the fair value of the new stock options granted over the fair value of the original award on the cancellation date. 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 $ 30 59 as general and administrative expense in the accompanying consolidated statement of comprehensive loss in relation to the consulting agreement for the three months ended March 31, 2022 and 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 months ended March 31, 2021, the Pre-Funded Warrants for 5,533,625 shares of common stock were exercised which resulted in aggregate proceeds of $ 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 March 31, 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 1.0474 168 1.31% 10 108.87% 0 165 Warrants A summary of the Company’s warrants to purchase common stock activity is as follows: Schedule of Warrants Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding and exercisable at December 31, 2021 8,406,616 $ 2.74 3.40 $ Granted 120,000 0.50 Cancelled (120,000 ) 2.83 Forfeited (513,632 ) 5.18 Outstanding at March 31, 2022 7,892,984 $ 2.54 2.37 $ - As of March 31, 2022, 7,892,984 warrants were exercisable w ith a weighted-average exercise price per share of $ 2.54 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, 2022, pursuant to an annual evergreen provision, the number of shares of common stock reserved for future grants was increased by 1,728,665 shares. Under the 2016 Plan, effective as of January 1, 2022, the maximum number of shares of the Company’s common stock authorized for issuance is 10,495,679 . As of March 31, 2022, there were 299,952 shares of common stock available for future grant under the 2016 Plan. A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 6,152,562 $ 2.71 7.45 $ Granted 1,895,000 0.46 Forfeited (583 ) 0.98 Outstanding at March 31, 2022 8,046,979 $ 2.18 7.83 $ - 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: Schedule of Stock Option Pricing Model Using Weighted Average Assumptions Three Months Ended 2022 2021 Expected term, in years 5.8 5.7 Expected volatility 99.37 % 106.90 % Risk-free interest rate 2.00 % 0.71 % Dividend yield - - The grant date fair value for stock options issued during the three months ended March 31, 2022 and 2021 were $ 0.45 1.43 As of March 31, 2022, unamortized share- based compensation for stock options was $ 1,819 , with a weighted-average recognition period of 1.11 years. As of March 31, 2022, outstanding options to purchase 5,130,498 shares of common stock were exercisable with a weighted-average exercise price per share of $ 2.90 . For the three months ended March 31, 2022 and 2021, the Company recorded $ 284 and $ 669 , respectively, for share-based compensation expense related to stock options. Restricted Stock Units On February 10, 2022, the Company’s Compensation Committee approved the issuance of 365,000 three The Company recorded $ 181 as general and administrative expense in the accompanying condensed consolidated statement of comprehensive loss for the three months ended March 31, 2022. 62,615 A summary of the Company’s restricted stock unit awards activity is as follows: Schedule of Restricted Stock Unit Awards Activity Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2021 502,513 $ 2.24 Granted 365,000 0.45 Vested (211,831 ) 2.07 Nonvested at March 31, 2022 655,682 $ 1.30 As of March 31, 2022, unamortized stock compensation for restricted stock units was $ 734 , with a weighted-average recognition period of 0.93 years. Share-based Compensation The following table sets forth total non-cash share-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit awards by operating statement classification for the three months ended March 31, 2022 and 2021: Schedule of Stock-based Compensation 2022 2021 Three Months ended 2022 2021 Research and development $ 97 $ 134 Sales and marketing 58 117 General and administrative 366 668 Total $ 521 $ 919 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events As described in Note 10, effective May 1, 2022, the Company entered into an amendment to the Shared Space Agreement with OBIO, formerly a greater than 5% Pursuant to the amendment, the area covered by the Shared Space Agreement was expanded to 95% of the Premises and the aggregate license fees will generally range from approximately $ 212 270 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basic and diluted net loss per share | Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year, plus the number of common shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. |
Income taxes | Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2022 and December 31, 2021, the Company had a full valuation allowance against its deferred tax assets. For the three months ended March 31, 2022 and 2021, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2022 and 2021, 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 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50) Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options |
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. 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 smaller reporting companies 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 (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | Liabilities measured and recorded at fair value on a recurring basis consisted of the following at March 31, 2022 and December 31, 2021: Schedule of Fair Value of Financial Assets and Liabilities March 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ $ $ 1,731 $ 1,731 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ $ 1,760 $ 1,760 |
Schedule of Estimated Fair Value of Level 3 Contingent Royalty Obligation | 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 three months ended March 31, 2022 was as follows: Schedule of Estimated Fair Value of Level 3 Contingent Royalty Obligation Fair Value Measurements of Contingent Royalty Obligation (Level 3) Balance at December 31, 2021 $ 1,760 Change in estimated fair value of contingent royalty obligation (29 ) Balance at March 31, 2022 $ 1,731 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Inventory March 31, December 31, Raw materials $ 359 $ 569 Work-in-process 127 - Finished goods 307 292 Inventory reserve (93 ) (365 ) Inventory, net $ 700 $ 496 |
Fixed assets, net (Tables)
Fixed assets, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets Net | Fixed assets, summarized by major category, consist of the following for the years ended: Schedule of Fixed Assets Net March 31, December 31, Office equipment $ 171 $ 171 Computers and software 306 305 Machinery 817 807 Lab and medical equipment 1,393 1,342 Leasehold improvements 193 193 Total 2,880 2,818 Less: accumulated depreciation and amortization (1,514 ) (1,390 ) Fixed assets, net $ 1,366 $ 1,428 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Lease Cost and Supplemental Balance Sheet Information | The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows: Schedule of Lease Cost and Supplemental Balance Sheet Information Three Months Three Months 2022 2021 Lease Cost Operating lease cost, net of related party license fee $ 39 $ 32 Variable lease cost 30 30 Total lease cost $ 69 $ 62 As of As of 2022 2021 Assets Operating lease, right-of-use- asset $ 643 $ 687 Liabilities Current Operating lease liabilities $ 296 $ 307 Non-current Operating lease liabilities, net of current portion 346 385 Total lease liabilities $ 642 $ 692 Other information: Weighted average remaining lease term - operating leases 2.28 years 2.49 years Weighted-average discount rate - operating leases 7.40 % 7.66 % |
Convertible Note and Long-Ter_2
Convertible Note and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense for Loan | For the three months ended March 31, 2022, interest expense for the Loan was as follows: Schedule of Interest Expense for Loan Contractual interest expense $ 268 Amortization of debt issuance costs 59 Total interest expense $ 327 |
Schedule of Future Principal Payments | Future principal payments under the Convertible Note as of March 31, 2022 are as follows: Schedule of Future Principal Payments Years Ending December 31, Amount 2022 $ - 2023 - 2024 - 2025 4,000 Total future principal payments 4,000 End of loan payments - Less unamortized debt issuance costs (153 ) Total balance $ 3,847 Future principal payments under the Long-term Debt as of March 31, 2022 are as follows: Years Ending December 31, Amount 2022 $ 702 2023 2,714 2024 2,983 2025 1,601 Total future principal payments 8,000 End of loan payments 140 Less unamortized debt issuance costs (542 ) Total term-debt balance $ 7,598 Less current portion of long-term debt (1,083 ) Total long-term debt $ 6,515 |
Share (Tables)
Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Warrants | A summary of the Company’s warrants to purchase common stock activity is as follows: Schedule of Warrants Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding and exercisable at December 31, 2021 8,406,616 $ 2.74 3.40 $ Granted 120,000 0.50 Cancelled (120,000 ) 2.83 Forfeited (513,632 ) 5.18 Outstanding at March 31, 2022 7,892,984 $ 2.54 2.37 $ - |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 6,152,562 $ 2.71 7.45 $ Granted 1,895,000 0.46 Forfeited (583 ) 0.98 Outstanding at March 31, 2022 8,046,979 $ 2.18 7.83 $ - |
Schedule of Stock Option Pricing Model Using Weighted Average Assumptions | 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: Schedule of Stock Option Pricing Model Using Weighted Average Assumptions Three Months Ended 2022 2021 Expected term, in years 5.8 5.7 Expected volatility 99.37 % 106.90 % Risk-free interest rate 2.00 % 0.71 % Dividend yield - - |
Schedule of Restricted Stock Unit Awards Activity | A summary of the Company’s restricted stock unit awards activity is as follows: Schedule of Restricted Stock Unit Awards Activity Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2021 502,513 $ 2.24 Granted 365,000 0.45 Vested (211,831 ) 2.07 Nonvested at March 31, 2022 655,682 $ 1.30 |
Schedule of Stock-based Compensation | The following table sets forth total non-cash share-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit awards by operating statement classification for the three months ended March 31, 2022 and 2021: Schedule of Stock-based Compensation 2022 2021 Three Months ended 2022 2021 Research and development $ 97 $ 134 Sales and marketing 58 117 General and administrative 366 668 Total $ 521 $ 919 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Net Cash Provided by (Used in) Operating Activities | $ 5,246 | $ 4,542 | ||
Net Income (Loss) Attributable to Parent | 4,811 | $ 4,649 | ||
Cash and Cash Equivalents, at Carrying Value | $ 20,338 | $ 22,563 | ||
Equity Distribution Agreement [Member] | Oppenheimer & Co. Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from offering | $ 25,000 | |||
Equity Distribution Agreement [Member] | Oppenheimer & Co. Inc [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued, shares | 6 | |||
Proceeds from issuance of common stock | $ 3,000 | |||
Payments for stock issuance cost | $ 100 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets and Liabilities (Details) - Contigent Royalty Obligation [Member] - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | $ 1,731 | $ 1,760 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | $ 1,731 | $ 1,760 |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Value of Level 3 Contingent Royalty Obligation (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance at December 31, 2021 | $ 1,760 |
Change in estimated fair value of contingent royalty obligation | (29) |
Balance at March 31, 2022 | $ 1,731 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Servicing Liability at Fair Value, Description of Other Changes in Fair Value | 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 $138 and a 2% increase in the discount rate would decrease the liability by $125 | |
Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Increase decrease in discount rate | 23.00% | 21.00% |
Percentage relating to royalty payment | 3.00% | 3.00% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 359 | $ 569 |
Work-in-process | 127 | |
Finished goods | 307 | 292 |
Inventory reserve | (93) | (365) |
Inventory, net | $ 700 | $ 496 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory Write-down | $ 159 | $ 0 |
Schedule of Fixed Assets Net (D
Schedule of Fixed Assets Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,880 | $ 2,818 |
Less: accumulated depreciation and amortization | (1,514) | (1,390) |
Fixed assets, net | 1,366 | 1,428 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 171 | 171 |
Computers and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 306 | 305 |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 817 | 807 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,393 | 1,342 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 193 | $ 193 |
Fixed assets, net (Details Narr
Fixed assets, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 124 | $ 98 |
Schedule of Lease Cost and Supp
Schedule of Lease Cost and Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Leases | |||
Operating lease cost, net of related party license fee | $ 39 | $ 32 | |
Variable lease cost | 30 | 30 | |
Total lease cost | 69 | $ 62 | |
Operating lease, right-of-use- asset | 643 | $ 687 | |
Operating lease liabilities | 296 | 307 | |
Operating lease liabilities, net of current portion | 346 | 385 | |
Total lease liabilities | $ 642 | $ 692 | |
Weighted average remaining lease term - operating leases | 2 years 3 months 10 days | 2 years 5 months 26 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 7.40% | 7.66% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Description of lease term option to extend | Certain operating leases include escalation clauses and some of which may include options to extend the leases for up to 3 years. | |
Operating Lease, Expense | $ 69 | $ 62 |
Cost, Direct Tax and License | $ 47 | |
Office [Member] | Fort lauderdale [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Term of expires date | November 2024 | |
Percentage of increase in annual base rent | 2.75% | |
Office [Member] | ISRAEL | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of increase in annual base rent | 4.00% | |
Expire date | Dec. 31, 2022 |
Schedule of Interest Expense fo
Schedule of Interest Expense for Loan (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt Disclosure [Abstract] | |
Interest Expense, Other | $ 268 |
Amortization of Debt Discount (Premium) | 59 |
Interest Expense, Total | $ 327 |
Schedule of Future Principal Pa
Schedule of Future Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less current portion of long-term debt | $ (1,083) | $ (431) |
Total long-term debt | 6,515 | $ 7,121 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
End of loan payments | ||
Long-Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
2022 | 702 | |
2023 | 2,714 | |
2024 | 2,983 | |
2025 | 1,601 | |
Total future principal payments | 8,000 | |
End of loan payments | 140 | |
Less unamortized debt issuance costs | (542) | |
Total term-debt balance | 7,598 | |
Less current portion of long-term debt | (1,083) | |
Total long-term debt | 6,515 | |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
2022 | ||
2023 | ||
2024 | ||
2025 | 4,000 | |
Total future principal payments | 4,000 | |
Less unamortized debt issuance costs | (153) | |
Total term-debt balance | $ 3,847 |
Convertible Note and Long-Ter_3
Convertible Note and Long-Term Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2022 | Jul. 16, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate During Period | 7.75% | |||
Debt Instrument, Convertible, Conversion Price | $ 1.40 | |||
Debt Instrument, Unamortized Discount | $ 274 | $ 271 | ||
Payments of Debt Issuance Costs | 540 | |||
Long-Term Debt, Current Maturities | $ 1,083 | 431 | ||
Subsequent Event [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Convertible Debt | $ 20,000 | |||
Tranche B And Tranche C [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate During Period | 9.50% | |||
Kreos Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | $ 12,000 | |||
Debt description | The Convertible Note requires forty-eight monthly interest only payments at 7.75% per annum commencing after the Effective Date and thereafter full payment of the then outstanding principal balance of the Convertible Note on July 1, 2025. The Kreos Loan Agreement contains features that would permit the Lender to convert all or any portion of the outstanding principal balance of the Convertible Note at any time, pursuant to which the converted part of the Convertible Note will be converted into that number of shares of common stock of the Company to be issued to the Lender at a price per share equal to the conversion price, of $1.40 | |||
Warrant issued to purchase common shares | 190,949 | |||
Exercise price | $ 1.0474 | |||
Fair Value Adjustment of Warrants | $ 165 | |||
Debt Instrument, Unamortized Discount | 845 | 845 | ||
Advance payment | 274 | |||
Long-Term Debt, Current Maturities | 140 | |||
Kreos Loan Agreement [Member] | Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Unamortized Discount | 165 | |||
Kreos Loan Agreement [Member] | Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Unamortized Discount | $ 845 | |||
Kreos Loan Agreement [Member] | Tranche A [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | $ 4,000 | |||
Kreos Loan Agreement [Member] | Tranche B [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | 5,000 | |||
Kreos Loan Agreement [Member] | Tranche C [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | $ 3,000 | $ 3,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 60 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2016 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | ||||
Royalty received | $ 30,000 | $ 1,332 | ||
LIBOR interest rate | $ 1,422 | $ 1,419 | ||
Royalties on revenues, percentage | 4.00% | |||
Net sales percentage | 3.00% | |||
Licensing percentage | 5.00% | |||
Contingent Royalty Obligation | $ 1,731 | $ 1,760 | ||
Gain loss on change in fair value of contingent royalty obligation | 29 | $ 80 | ||
Manufacturing Costs | 237 | |||
Severance Costs | 1,408 | |||
Royalty [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Royalties income | 20,000 | |||
Proceeds from licensing based royalty amounts | $ 3,500 | |||
Series A Preferred Stock [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Percentage of payment amount | 10.00% | |||
Private Placement [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Net sales percentage | 3.00% | |||
Licensing percentage | 5.00% | |||
Royalty Payment Rights Certificates [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Description of royalty payment | the Royalty Payment Rights initially entitled the holders in aggregate, to a royalty in an amount of |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
License fee | $ 47 | $ 47 | |
Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
License fee | $ 212 | $ 270 | |
Shared Space Agreements [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Equity Method Investment, Ownership Percentage | 5.00% |
Schedule of Warrants (Details)
Schedule of Warrants (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Weighted Average Exercise Price, Outstanding ending | $ 2.54 |
Warrant [Member] | |
Shares Underlying Warrants, Outstanding beginning | shares | 8,406,616 |
Weighted Average Exercise Price, Outstanding beginning | $ 2.74 |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardNonOptionsOutstandingWeightedAverageRemainingContractualTerm] | 3 years 4 months 24 days |
Aggregate Intrinsic Value, Outstanding beginning | $ | |
Shares Underlying Warrants, Granted | shares | 120,000 |
Weighted Average Exercise Price, Granted | $ 0.50 |
Shares Underlying Warrants, Cancelled | shares | (120,000) |
Weighted Average Exercise Price, Cancelled | $ 2.83 |
Shares Underlying Warrants, Forfeited | shares | (513,632) |
Weighted Average Exercise Price, Forfeited | $ 5.18 |
Shares Underlying Warrants, Outstanding ending | shares | 7,892,984 |
Weighted Average Exercise Price, Outstanding ending | $ 2.54 |
Weighted Average Remaining Contractual Life (years), Outstanding ending | 2 years 4 months 13 days |
Aggregate Intrinsic Value, Outstanding ending | $ |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Shares underlying options, outstanding beginning | shares | 6,152,562 |
Weighted average exercise price, outstanding beginning | $ / shares | $ 2.71 |
Weighted Average Remaining Contractual Life (years) | 7 years 5 months 12 days |
Aggregate intrinsic value, outstanding beginning | $ | |
Shares underlying options, granted | shares | 1,895,000 |
Weighted average exercise price, granted | $ / shares | $ 0.46 |
Shares underlying options, forfeited | shares | (583) |
Weighted average exercise price, forfeited | $ / shares | $ 0.98 |
Shares underlying options, outstanding ending | shares | 8,046,979 |
Weighted average exercise price, outstanding ending | $ / shares | $ 2.18 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 9 months 29 days |
Aggregate intrinsic value, outstanding ending | $ |
Schedule of Stock Option Pricin
Schedule of Stock Option Pricing Model Using Weighted Average Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years 9 months 18 days | 5 years 8 months 12 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 99.37% | 106.90% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | 0.71% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Awards Activity (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, nonvested beginning | shares | 502,513 |
Aggregate weighted average grant date fair value, nonvested beginning | $ / shares | $ 2.24 |
Number of Shares, nonvested granted | shares | 365,000 |
Aggregate weighted average grant date fair value, nonvested granted | $ / shares | $ 0.45 |
Number of Shares, nonvested vested | shares | (211,831) |
Aggregate weighted average grant date fair value, nonvested vested | $ / shares | $ 2.07 |
Number of Shares, nonvested ending | shares | 655,682 |
Aggregate weighted average grant date fair value, nonvested ending | $ / shares | $ 1.30 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 521 | $ 919 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 97 | 134 |
Selling, General and Administrative Expenses [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 58 | 117 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 366 | $ 668 |
Share (Details Narrative)
Share (Details Narrative) | Feb. 10, 2022shares | Jan. 05, 2022USD ($)$ / sharesshares | Jul. 16, 2021USD ($)$ / sharesshares | Jan. 27, 2021USD ($)$ / sharesshares | Jan. 20, 2021USD ($)$ / sharesshares | Aug. 28, 2020$ / sharesshares | Feb. 29, 2020USD ($)$ / sharesshares | Dec. 31, 2016 | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Jan. 01, 2022shares | Jan. 22, 2021shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 1,895,000 | ||||||||||||
Share-Based Payment Arrangement, Plan Modification, Incremental Cost | $ 26 | ||||||||||||
General and Administrative Expense | $ 2,114,000 | $ 2,444,000 | |||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Proceeds from Warrant Exercises | $ 11,000,000 | $ 11,959,000 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | shares | 7,892,984 | ||||||||||||
Share based compensation arrangement by share based payment award non options outstanding | $ / shares | $ 2.54 | ||||||||||||
Grant date fair value | $ / shares | $ 0.45 | $ 1.43 | |||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 521,000 | $ 919,000 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 9 months 29 days | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | |||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Vested and unissued restricted stock units | shares | 62,615 | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 734,000 | ||||||||||||
Share based payment award equity instruments other than options outstanding weighted average remaining contractual terms | 11 months 4 days | ||||||||||||
Equity Option [Member] | |||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 1,819,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 1 month 9 days | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | shares | 5,130,498 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.90 | ||||||||||||
Share-Based Payment Arrangement, Expense | $ 284,000 | 669,000 | |||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 1,728,665 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | shares | 10,495,679 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | shares | 299,952 | ||||||||||||
Warrant [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Fair Value Adjustment of Warrants | $ 355,000 | ||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Share based compensation arrangement by share based payment award non options outstanding | $ / shares | $ 2.54 | $ 2.74 | |||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.19 | ||||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 100.99 | ||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||
Private Placement Warrants [Member] | |||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Class of Warrant or Right, Outstanding | shares | 8,000,000 | ||||||||||||
Warrant exercise | shares | 733,625 | ||||||||||||
Warrant exercisable remaining | shares | 8,000,000 | ||||||||||||
Cash fees | 300,000 | ||||||||||||
New Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants exercise price | $ / shares | $ 2.12 | ||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Warrant exercisable remaining | shares | 6,000,000 | ||||||||||||
Share Price | $ / shares | $ 0.75 | ||||||||||||
Cash paid payment per share | $ / shares | $ 0.10 | ||||||||||||
Warrants and Rights Outstanding | $ 600,000 | ||||||||||||
Deemed dividend | 6,145,000 | ||||||||||||
Cash fees | $ 200,000 | ||||||||||||
New Warrants [Member] | Four Tranches [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Fair Value Adjustment of Warrants | $ 6,745,000 | ||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Class of Warrant or Right, Outstanding | shares | 6,000,000 | ||||||||||||
New Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.57 | ||||||||||||
New Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.41 | ||||||||||||
New Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||
New Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 4 years 11 months 12 days | ||||||||||||
New Warrants [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 103.23 | ||||||||||||
New Warrants [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.0300 | ||||||||||||
New Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||
Common Stock [Member] | |||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Proceeds from Warrant Exercises | $ 366,000 | ||||||||||||
Number of shares issued during the period | shares | 274,446 | 65,915 | |||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | |||||||||||||
Common Stock [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 6.00% | ||||||||||||
Services Agreement [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants exercise price | $ / shares | $ 0.50 | ||||||||||||
General and Administrative Expense | 30,000 | $ 59,000 | |||||||||||
Services Agreement [Member] | Warrant [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants exercise price | $ / shares | $ 1.75 | ||||||||||||
Warrants to purchase common stock | shares | 340,020 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | vest over a one-year period on a monthly basis | ||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||
Services Agreement [Member] | Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 120,000 | ||||||||||||
Warrants exercise price | $ / shares | $ 2.83 | ||||||||||||
Services Agreement [Member] | Replacement Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 120,000 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.0001 | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 3,200,000 | ||||||||||||
Securities Purchase Agreement [Member] | PreFunded Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants exercise price | $ / shares | $ 0.001 | ||||||||||||
Warrants to purchase common stock | shares | 5,533,625 | 5,533,625 | |||||||||||
Securities Purchase Agreement [Member] | Private Placement Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants exercise price | $ / shares | $ 1.30 | ||||||||||||
Securities Purchase Agreement [Member] | Private Placement Warrants [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants to purchase common stock | shares | 8,733,625 | ||||||||||||
Kreos Loan Agreement [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants exercise price | $ / shares | $ 1.0474 | ||||||||||||
Warrants to purchase common stock | shares | 190,949 | ||||||||||||
Fair Value Adjustment of Warrants | 165,000 | ||||||||||||
Kreos Loan Agreement [Member] | Warrant [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 10 years | ||||||||||||
Fair Value Adjustment of Warrants | $ 168,000 | ||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Proceeds from loan received | $ 165,000 | ||||||||||||
Kreos Loan Agreement [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.31 | ||||||||||||
Kreos Loan Agreement [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 108.87 | ||||||||||||
Kreos Loan Agreement [Member] | Warrant [Member] | Measurement Input, Discount Rate [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||
NonEmployee [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 489,167 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.48 | ||||||||||||
Cash compensation | $ 235,000 | ||||||||||||
Director [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 57,000 | ||||||||||||
Prepaid Expense | 178,000 | ||||||||||||
Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Number of shares issued during the period | shares | 365,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||
Ceo, Executives and Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Proceeds from (Repurchase of) Equity [Abstract] | |||||||||||||
Other General and Administrative Expense | $ 181,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | May 12, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Subsequent Event [Line Items] | |||
License fees | $ 47 | $ 47 | |
Minimum [Member] | |||
Subsequent Event [Line Items] | |||
License fees | $ 212 | $ 270 | |
Subsequent Event [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
License fees | $ 212 | ||
Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
License fees | $ 270 | ||
Subsequent Event [Member] | OBIO [Member] | |||
Subsequent Event [Line Items] | |||
Ownership percentage | 5.00% |