Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38148 | |
Entity Registrant Name | CO-DIAGNOSTICS, INC. | |
Entity Central Index Key | 0001692415 | |
Entity Tax Identification Number | 46-2609396 | |
Entity Incorporation, State or Country Code | UT | |
Entity Address, Address Line One | 2401 S. Foothill Drive | |
Entity Address, Address Line Two | Suite D | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84109 | |
City Area Code | (801) | |
Local Phone Number | 438-1036 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | CODX | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,788,871 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 13,830,846 | $ 22,973,803 |
Marketable investment securities | 55,307,146 | 58,289,066 |
Accounts receivable, net | 1,097,393 | 3,453,723 |
Inventory, net | 4,691,068 | 5,310,473 |
Income taxes receivable | 1,439,451 | 1,870,419 |
Prepaid expenses and other current assets | 981,996 | 761,187 |
Note receivable | 37,500 | 75,000 |
Total current assets | 77,385,400 | 92,733,671 |
Property and equipment, net | 2,795,023 | 2,539,483 |
Deferred tax asset | 2,012,181 | |
Operating lease right-of-use asset | 3,228,774 | 372,115 |
Intangible assets, net | 26,555,000 | 26,768,333 |
Investment in joint venture | 824,808 | 672,679 |
Total assets | 112,801,186 | 123,086,281 |
Current liabilities | ||
Accounts payable | 1,712,204 | 952,296 |
Accrued expenses, current | 1,628,765 | 934,447 |
Operating lease liability, current | 772,515 | 297,209 |
Contingent consideration liabilities, current | 744,172 | 1,689,471 |
Deferred revenue | 257,999 | |
Total current liabilities | 5,115,655 | 3,873,423 |
Long-term liabilities | ||
Income taxes payable | 1,203,975 | 1,181,284 |
Deferred tax liability | 2,417,987 | |
Operating lease liability | 2,458,072 | 50,708 |
Contingent consideration liabilities | 591,107 | 1,042,885 |
Total long-term liabilities | 4,253,154 | 4,692,864 |
Total liabilities | 9,368,809 | 8,566,287 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 35,348,350 shares issued and 30,788,871 shares outstanding as of June 30, 2023 and 34,754,265 shares issued and 30,872,607 shares outstanding as of December 31, 2022 | 35,348 | 34,754 |
Treasury stock, at cost; 4,559,479 and 3,881,658 shares held as of June 30, 2023 and December 31, 2022, respectively | (15,249,796) | (14,211,866) |
Additional paid-in capital | 92,810,883 | 88,472,935 |
Accumulated other comprehensive income | 579,127 | 293,140 |
Accumulated earnings | 25,256,815 | 39,931,031 |
Total stockholders’ equity | 103,432,377 | 114,519,994 |
Total liabilities and stockholders’ equity | $ 112,801,186 | $ 123,086,281 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock , shares authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 35,348,350 | 34,754,265 |
Common stock, shares outstanding | 30,788,871 | 30,872,607 |
Treasury stock, shares | 4,559,479 | 3,881,658 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 197,806 | $ 5,023,226 | $ 799,763 | $ 27,722,270 |
Cost of revenue | 459,095 | 915,432 | 961,336 | 4,197,383 |
Gross profit | (261,289) | 4,107,794 | (161,573) | 23,524,887 |
Operating expenses | ||||
Sales and marketing | 1,732,966 | 1,472,225 | 3,439,297 | 4,124,373 |
General and administrative | 3,713,895 | 2,468,421 | 6,727,860 | 5,390,616 |
Research and development | 5,981,043 | 3,889,844 | 10,995,103 | 7,661,171 |
Depreciation and amortization | 305,246 | 424,342 | 621,256 | 671,606 |
Total operating expenses | 11,733,150 | 8,254,832 | 21,783,516 | 17,847,766 |
Income (loss) from operations | (11,994,439) | (4,147,038) | (21,945,089) | 5,677,121 |
Other income, net | ||||
Interest income | 191,892 | 61,671 | 394,264 | 73,064 |
Realized gain on investments | 411,190 | 829,272 | ||
(Loss) on disposition of assets | (48,740) | (142,161) | ||
Gain on remeasurement of acquisition contingencies | 359,405 | 812,822 | 1,397,077 | 4,192,712 |
Gain (loss) on equity method investment in joint venture | (125,193) | (106,525) | 152,129 | (127,864) |
Total other income, net | 837,294 | 719,228 | 2,772,742 | 3,995,751 |
Income (loss) before income taxes | (11,157,145) | (3,427,810) | (19,172,347) | 9,672,872 |
Income tax provision (benefit) | (2,238,320) | (741,507) | (4,498,131) | 644,580 |
Net income (loss) | (8,918,825) | (2,686,303) | (14,674,216) | 9,028,292 |
Other comprehensive income (loss) | ||||
Change in net unrealized gains on marketable securities, net of tax | 107,366 | 285,987 | ||
Total other comprehensive income | 107,366 | 285,987 | ||
Comprehensive income (loss) | $ (8,811,459) | $ (2,686,303) | $ (14,388,229) | $ 9,028,292 |
Earnings (loss) per common share: | ||||
Basic | $ (0.31) | $ (0.08) | $ (0.50) | $ 0.28 |
Diluted | $ (0.31) | $ (0.08) | $ (0.50) | $ 0.27 |
Weighted average shares outstanding: | ||||
Basic | 29,088,159 | 32,472,251 | 29,284,175 | 32,509,664 |
Diluted | 29,088,159 | 32,472,251 | 29,284,175 | 33,253,612 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net (loss) income | $ (14,674,216) | $ 9,028,292 |
Adjustments to reconcile net income to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 621,256 | 671,606 |
Stock-based compensation expense | 4,338,542 | 2,908,381 |
Change in fair value of acquisition contingencies | (1,397,077) | (4,192,712) |
Non-cash lease expense | 26,012 | 13,761 |
(Gain) loss from equity method investment | (152,129) | 127,864 |
Loss on disposition of assets | 142,161 | |
Deferred income taxes | (4,430,168) | (1,917,871) |
Bad debt expense | 314,626 | 11,404 |
Changes in assets and liabilities: | ||
Accounts receivable | 2,041,704 | 8,567,769 |
Prepaid expenses and other assets | 247,659 | 791,453 |
Inventory | 620,078 | (2,920,658) |
Deferred revenue | 257,999 | (150,000) |
Income taxes payable | 22,691 | (1,918,510) |
Accounts payable, accrued expenses and other liabilities | 1,454,226 | (1,702,718) |
Net cash (used in) provided by operating activities | (10,708,797) | 9,460,222 |
Cash flows from investing activities | ||
Purchases of property and equipment | (664,137) | (904,160) |
Proceeds from maturities of marketable investment securities | 69,393,987 | 1,255,266 |
Purchases of marketable securities | (66,126,080) | (9,951,550) |
Net cash (used in) provided by investing activities | 2,603,770 | (9,600,444) |
Cash flows from financing activities | ||
Proceeds from exercise of options and warrants | 177,871 | |
Repurchases of common stock | (1,037,930) | (2,599,478) |
Net cash (used in) financing activities | (1,037,930) | (2,421,607) |
Net (decrease) in cash and cash equivalents | (9,142,957) | (2,561,829) |
Cash and cash equivalents at beginning of period | 22,973,803 | 88,607,234 |
Cash and cash equivalents at end of period | 13,830,846 | 86,045,405 |
Supplemental disclosure of cash flow information | ||
Interest paid | ||
Income taxes paid | 49,197 | 4,534,330 |
Supplemental disclosure of non-cash investing and financing transactions | ||
Inventory moved to property, plant and equipment | 673 | 218,906 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,063,782 | 681,327 |
Business acquisition measurement period adjustments | $ 681,728 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Convertible Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 33,820 | $ 80,271,999 | $ 54,169,279 | $ 134,475,100 | |||
Balance, shares at Dec. 31, 2021 | 33,819,862 | ||||||
Stock-based compensation | $ 69 | 1,375,028 | 1,375,097 | ||||
Stock-based compensation, shares | 68,750 | ||||||
Net income (loss) | 11,714,595 | 11,714,595 | |||||
Common stock issued for option exercises | $ 45 | 49,956 | 50,001 | ||||
Common stock issued for option exercises, shares | 45,456 | ||||||
Common stock issued for warrant exercises | $ 50 | 99,950 | 100,000 | ||||
Common stock issued for warrant exercises, shares | 50,000 | ||||||
Balance at Mar. 31, 2022 | $ 33,984 | 81,796,933 | 65,883,874 | 147,714,793 | |||
Balance, shares at Mar. 31, 2022 | 33,984,068 | ||||||
Balance at Dec. 31, 2021 | $ 33,820 | 80,271,999 | 54,169,279 | 134,475,100 | |||
Balance, shares at Dec. 31, 2021 | 33,819,862 | ||||||
Net income (loss) | 9,028,292 | ||||||
Balance at Jun. 30, 2022 | $ 34,313 | (2,599,478) | 83,838,533 | 63,197,571 | 144,470,941 | ||
Balance, shares at Jun. 30, 2022 | 34,313,432 | ||||||
Balance at Mar. 31, 2022 | $ 33,984 | 81,796,933 | 65,883,874 | 147,714,793 | |||
Balance, shares at Mar. 31, 2022 | 33,984,068 | ||||||
Stock-based compensation | $ 215 | 1,533,069 | 1,533,284 | ||||
Stock-based compensation, shares | 215,583 | ||||||
Repurchases of common stock | (2,599,478) | (2,599,478) | |||||
Net income (loss) | (2,686,303) | (2,686,303) | |||||
Common stock issued for option exercises | $ 25 | 27,844 | 27,869 | ||||
Common stock issued for option exercises, shares | 25,335 | ||||||
Common stock issued for acquisitions | $ 89 | 480,687 | 480,776 | ||||
Common stock issued for acquisitions, shares | 88,446 | ||||||
Balance at Jun. 30, 2022 | $ 34,313 | (2,599,478) | 83,838,533 | 63,197,571 | 144,470,941 | ||
Balance, shares at Jun. 30, 2022 | 34,313,432 | ||||||
Balance at Dec. 31, 2022 | $ 34,754 | (14,211,866) | 88,472,935 | 293,140 | 39,931,031 | 114,519,994 | |
Balance, shares at Dec. 31, 2022 | 34,754,265 | ||||||
Stock-based compensation | $ 69 | 2,168,673 | 2,168,742 | ||||
Stock-based compensation, shares | 68,750 | ||||||
Repurchases of common stock | (482,196) | (482,196) | |||||
Other comprehensive income, net of tax | 178,621 | 178,621 | |||||
Net income (loss) | (5,755,391) | (5,755,391) | |||||
Balance at Mar. 31, 2023 | $ 34,823 | (14,694,062) | 90,641,608 | 471,761 | 34,175,640 | 110,629,770 | |
Balance, shares at Mar. 31, 2023 | 34,823,015 | ||||||
Balance at Dec. 31, 2022 | $ 34,754 | (14,211,866) | 88,472,935 | 293,140 | 39,931,031 | 114,519,994 | |
Balance, shares at Dec. 31, 2022 | 34,754,265 | ||||||
Net income (loss) | $ (14,674,216) | ||||||
Common stock issued for option exercises, shares | |||||||
Balance at Jun. 30, 2023 | $ 35,348 | (15,249,796) | 92,810,883 | 579,127 | 25,256,815 | $ 103,432,377 | |
Balance, shares at Jun. 30, 2023 | 35,348,350 | ||||||
Balance at Mar. 31, 2023 | $ 34,823 | (14,694,062) | 90,641,608 | 471,761 | 34,175,640 | 110,629,770 | |
Balance, shares at Mar. 31, 2023 | 34,823,015 | ||||||
Stock-based compensation | $ 525 | 2,169,275 | 2,169,800 | ||||
Stock-based compensation, shares | 525,335 | ||||||
Repurchases of common stock | (555,734) | (555,734) | |||||
Other comprehensive income, net of tax | 107,366 | 107,366 | |||||
Net income (loss) | (8,918,825) | (8,918,825) | |||||
Balance at Jun. 30, 2023 | $ 35,348 | $ (15,249,796) | $ 92,810,883 | $ 579,127 | $ 25,256,815 | $ 103,432,377 | |
Balance, shares at Jun. 30, 2023 | 35,348,350 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Overview and Basis of Presentation | Note 1 – Overview and Basis of Presentation Description of Business Co-Diagnostics, Inc., a Utah corporation (the “Company” or “CODX”), develops, manufactures and sells reagents used for diagnostic tests that function via the detection and/or analysis of nucleic acid molecules (DNA or RNA), including robust and innovative molecular tools for detection of infectious diseases and agricultural applications. In connection with the sale of our tests we may sell diagnostic equipment from other manufacturers as self-contained lab systems (which we refer to as the “MDx Device”). We are also developing a unique, groundbreaking portable PCR device and proprietary test cups (the “Co-Dx PCR Home™ platform”) that have been designed to bring affordable, reliable polymerase chain reaction (“PCR”) to patients in point-of-care and at-home settings. This platform is subject to U.S. Food and Drug Administration (“FDA”) review and is not available for sale at the time of this filing. There is no guarantee the Co-Dx PCR Home platform will receive the necessary regulatory approvals for commercialization, or that, if regulatory approval is received, we will be able to successfully commercialize this platform. Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q as they are prescribed for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed on March 16, 2023. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Reclassifications Certain prior year amounts have been reclassified to conform with the current year’s presentation. These reclassifications have no impact on the previously reported results. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, money market funds and highly liquid investments with an original maturity date of 90 days or less from the date of purchase. The fair value of cash equivalents approximated their carrying value as of June 30, 2023 and December 31, 2022. The Company has its cash and cash equivalents with large creditworthy financial institutions and the balance exceeded federally insured limits. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on cash and cash equivalents. Marketable Investment Securities The Company’s marketable investment securities are comprised of investments in certificates of deposit and U.S. Treasury bills and notes. The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt securities with original maturities longer than three months are available to fund current operations and are classified as marketable investment securities, within current assets on the condensed consolidated balance sheets. The Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Realized gains and losses on the sale of marketable investment securities are determined using the average cost method on a first-in, first-out basis and recorded in total other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). The available-for-sale debt securities are subject to a periodic impairment review. For investments in an unrealized loss position, the Company writes down the amortized cost basis of the investment if it is more likely than not that the Company will be required or will intend to sell the investment before recovery of its amortized cost basis. For investments not likely to be sold before recovery of the amortized cost basis, the Company determines whether a credit loss exists by considering information about the collectability of the instrument, current market conditions, and reasonable and supportable forecasts of economic conditions. The Company recognizes an allowance for credit losses up to the amount of the unrealized loss when appropriate. Allowances for credit losses and write-downs are recognized in total other income (expense), net, and unrealized losses not related to credit losses are recognized in accumulated other comprehensive income (loss). There are no allowances for credit losses recorded for the periods presented. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount (net of allowance) and do not bear interest. The Company maintains an allowance for doubtful accounts for amounts the Company does not expect to collect. In establishing the required allowance, management considers historical losses, current market condition, customers’ financial condition, the age of receivables, and current payment patterns. Account balances are written off against the allowance once the receivable is deemed uncollectible. Recoveries of trade receivables previously written off are recorded when collected. At June 30, 2023, total accounts receivable was $ 4,510,545 3,413,152 1,097,393 6,552,249 3,098,526 3,453,723 Equity-Method Investments The Company’s equity method investments are initially recorded at cost and are included in other long-term assets in the accompanying condensed consolidated balance sheet. The Company adjusts the carrying value of its investment based on our share of the earnings or losses in the periods which they are reported by the investee until the carrying amount is zero. The earnings or losses are included in other income (expense) in the accompanying condensed consolidated statements of operations. Inventory Inventory is stated at the lower of cost or net-realizable value. Inventory cost is determined on a first-in first-out basis that approximates average cost in accordance with ASC 330-10-30-12. At June 30, 2023, the Company had $ 4,691,068 842,087 3,848,981 5,310,473 1,327,264 3,983,209 Intangible Assets Indefinite-lived intangible assets are not amortized, but rather tested for impairment at least annually on December 31, or more often if and when circumstances indicate that the carrying value may not be recoverable. Finite-lived intangible assets are amortized over their useful lives. Long-lived Assets Long-lived assets, such as property and equipment, are stated at cost less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the property, generally from three to five years. Repairs and maintenance costs are expensed as incurred except when such repairs significantly add to the useful life or productive capacity of the asset, in which case the repairs are capitalized. The Company reviews its long-lived assets, including property and equipment, finite-lived intangible assets, and right-of-use (ROU) assets, for impairment whenever an event or change in facts and circumstances indicates that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds fair value. Business Combinations The Company estimates the fair value of assets acquired and liabilities assumed in a business combination. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. Leases The Company adopted ASC 842, Leases (“ASC 842”) effective January 1, 2022. Under ASC 842, the Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company considers its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses and cost of revenue over the reasonably assured lease term. The Company has elected to not separate lease and non-lease components for leases of office space and, as a result, accounts for any lease and non-lease components for office space as a single lease component, to the extent they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. The Company’s office leases typically include non-lease components such as common-area maintenance costs. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. Revenue Recognition The Company generates revenue from product sales and license sales. The Company recognizes revenue when all of the following criteria are satisfied: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as the Company satisfies each performance obligation. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue. Deferred Revenue Deferred revenue primarily consists of payments received from customers related to product sales or from granting agencies for services to be rendered under research grants, prior to the Company fulfilling its performance obligation of providing the product or performing research activities under the grant agreement. When this occurs, the Company records a contract liability as deferred revenue. Deferred revenue is recognized as revenue as the related performance obligations are satisfied. Research and Development Research and development costs are expensed when incurred. For the three and six months ended June 30, 2023, the Company expensed $ 5,981,043 10,995,103 3,889,844 7,661,171 Stock-based Compensation The Company has granted stock-based awards, including restricted stock, stock options, stock warrants and restricted stock units (“RSUs”), to its employees, certain consultants and members of its board of directors. The Company records stock-based compensation based on the grant date fair value of the awards and recognizes the fair value of those awards as expense using the straight-line method over the requisite service period of the award. The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing model. When an award is forfeited prior to the vesting date, the Company recognizes an adjustment for the previously recognized expense in the period of the forfeiture Income Taxes The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under this method, d eferred income tax assets and deferred income tax liabilities represent the tax effect of temporary differences between financial reporting and tax reporting measured at enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes only the impact of tax positions that, based on their technical merits, are more likely than not to be sustained upon an audit by the taxing authority. Valuation allowances are provided when it is more-likely-than-not that some or all of the deferred income tax assets may not be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Developing the provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred income tax assets and liabilities and any estimated valuation allowances deemed necessary to value deferred income tax assets. Judgments and tax strategies are subject to audit by various taxing authorities. The Company has uncertain income tax positions in the condensed consolidated financial statements, and adverse determinations by these taxing authorities could have a material adverse effect on the condensed consolidated financial positions, result of operations, or cash flows. Net Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. Diluted net income or loss per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period increased by common shares that could be issued upon conversion or exercise of other outstanding securities to the extent those additional common shares would be dilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income or loss per share by application of the treasury stock method. During periods when the Company is in a net loss position, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are anti-dilutive. Comprehensive Income (Loss) Comprehensive income is comprised of unrealized gains and losses on marketable investment securities, net of income taxes. Concentrations Risk and Significant Customers The Company had certain customers which are each responsible for generating 10 44 33 55 46 Three customers accounted for more than 10 10 77 37 Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. |
Cash, Cash Equivalents, and Fin
Cash, Cash Equivalents, and Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Financial Instruments | Note 3 - Cash, Cash Equivalents, and Financial Instruments The following table shows the Company’s cash, cash equivalents, and marketable investment securities by significant investment category: Schedule of Cash, Cash Equivalents and Marketable Investment Securities June 30, 2023 Adjusted Allowance Total Fair Cash and Marketable Cash and cash equivalents $ 3,500,927 $ - $ - $ 3,500,927 $ 3,500,927 $ - Level 1: Money market funds 10,329,919 - - 10,329,919 10,329,919 - Subtotal 10,329,919 - - 10,329,919 10,329,919 - Level 2: U.S. treasury securities 54,538,324 - 768,822 55,307,146 - 55,307,146 Subtotal 54,538,324 - 768,822 55,307,146 - 55,307,146 Total $ 68,369,170 $ - $ 768,822 $ 69,137,992 $ 13,830,846 $ 55,307,146 December 31, 2022 Adjusted Allowance Total Fair Cash and Marketable Cash and cash equivalents $ 12,834,444 $ - $ - $ 12,834,444 $ 12,834,444 $ - Level 1: Money market funds 146,359 - - 146,359 146,359 - Subtotal 146,359 - - 146,359 146,359 - Level 2: U.S. treasury securities 67,892,825 - 389,241 68,282,066 9,993,000 58,289,066 Subtotal 67,892,825 - 389,241 68,282,066 9,993,000 58,289,066 Total $ 80,873,628 $ - $ 389,241 $ 81,262,869 $ 22,973,803 $ 58,289,066 Marketable investment securities held as of June 30, 2023 mature over the next 12 months. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 4 – Intangible Assets, Net Intangible assets, net consisted of the following: Schedule of Intangible Assets, Net June 30, 2023 Weighted-Average Gross Net Useful Life (1) Carrying Accumulated Carrying (in Years) Amount Amortization Amount In-process research and development Indefinite $ 26,101,000 $ - $ 26,101,000 Non-competition agreements 2.7 1,094,000 (640,000 ) 454,000 Total intangible assets $ 27,195,000 $ (640,000 ) $ 26,555,000 December 31, 2022 Weighted-Average Gross Net Useful Life (1) Carrying Accumulated Carrying (in Years) Amount Amortization Amount In-process research and development Indefinite $ 26,101,000 $ - $ 26,101,000 Non-competition agreements 2.7 1,094,000 (426,667 ) 667,333 Total intangible assets $ 27,195,000 $ (426,667 ) $ 26,768,333 (1) Based on weighted-average useful life established as of the acquisition date. The expected future annual amortization expense of the Company’s intangible assets held as of June 30, 2023 is as follows: Schedule of Future Amortization Expense Year Ending December 31, Amortization Expense 2023 (remainder) 151,332 2024 302,668 Total $ 454,000 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements The Company measures and records certain financial assets and liabilities at fair value on a recurring basis. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following three levels of inputs are used to measure the fair value of financial assets and liabilities: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, by level within the fair value hierarchy: Schedule of Fair Value Assets and Liabilities (Level 1) (Level 2) (Level 3) Total June 30, 2023 (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents $ 12,408,492 $ - $ - $ 12,408,492 Marketable securities (U.S. treasury bills and notes) - 55,307,146 - 55,307,146 Total assets measured at fair value $ 12,408,492 $ 55,307,146 $ - $ 67,715,638 Liabilities: Contingent consideration - common stock $ - $ - $ 1,100,815 $ 1,100,815 Contingent consideration - warrants - - 234,464 234,464 Total liabilities measured at fair value $ - $ - $ 1,335,279 $ 1,335,279 (Level 1) (Level 2) (Level 3) Total December 31, 2022 (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents $ 186,667 $ 9,993,000 $ - $ 10,179,667 Marketable securities (U.S. treasury bills and notes) - 58,289,066 - 58,289,066 Total assets measured at fair value $ 186,667 $ 68,282,066 $ - $ 68,468,733 Liabilities: Contingent consideration - common stock $ - $ - $ 2,499,147 $ 2,499,147 Contingent consideration - warrants - - 233,209 233,209 Total liabilities measured at fair value $ - $ - $ 2,732,356 $ 2,732,356 The Company’s financial instruments that are measured at fair value on a recurring basis consist of U.S. treasury bills and notes as of June 30, 2023 and December 31, 2022. In connection with the acquisitions of Idaho Molecular, Inc. (IdMo) and Advanced Conceptions, Inc. (ACI) on December 31, 2021, the Company recorded a liability for contingent consideration in the form of shares of common stock and warrants to purchase common stock. The fair value of contingent consideration is calculated using a discounted probability weighted valuation model. Discount rates used in such calculations are a significant assumption that are not observed in the market, and therefore, the resulting fair value represents a Level 3 measurement. The changes for Level 3 items measured at fair value on a recurring basis are as follows: Schedule of Changes in the Fair Value Measurement Fair value as of December 31, 2022 $ 2,732,356 Change in fair value of contingent consideration issued for business acquisitions (1,397,077 ) Fair value as of June 30, 2023 $ 1,335,279 The fair value of the contingent consideration is based on the fair value of the contingent consideration-common stock and contingent consideration-warrants. The fair value of the contingent consideration-common stock is equal to the probability-adjusted value of the Company’s common stock as of the valuation date. The fair value of the contingent consideration-warrants is equal to the probability adjusted value of a call option with terms consistent with the terms of the warrants as of the valuation date. Prior to the probability adjustments, the warrants were valued based on the following inputs: Schedule of Contingent Consideration Common Stock and Warrants June 30, 2023 December 31, 2022 Stock price $ 1.11 $ 2.52 Strike price $ 9.13 $ 9.13 Volatility 157.00 % 75.00 % Risk-free rate 4.30 % 4.10 % Expected term (years) 3.5 4.0 Fair Value of Other Financial Instruments The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, notes receivable, accounts payable, accrued liabilities, and other liabilities approximate fair value due to their short-term maturities and are excluded from the fair value tables above. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 6 – Revenue The following table sets forth revenue by geographic area: Summary of Revenue by Geographic Area 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 137,230 $ 4,499,354 $ 530,384 $ 18,725,742 Rest of World 60,576 523,872 269,379 8,996,528 Total $ 197,806 $ 5,023,226 $ 799,763 $ 27,722,270 Revenue geographic area $ 197,806 $ 5,023,226 $ 799,763 $ 27,722,270 Percentage of revenue by area: United States 69 % 90 % 66 % 68 % Rest of World 31 % 10 % 34 % 32 % Deferred Revenue Changes in the Company’s deferred revenue balance for the six months ended June 30, 2023 were as follows: Schedule of Deferred Revenue Balance as of December 31, 2022 $ - Increase due to prepayments from customers 18,120 Increase due to prepayments from grants received 239,879 Balance as of June 30, 2023 $ 257,999 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 7 – Earnings (Loss) Per Share The following table reconciles the numerator and the denominator used to calculate basic and diluted earnings (loss) per share for three and six months ended June 30, 2023 and 2022, respectively: Schedule of Basis and Diluted Earnings Per Share 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net income (loss), as reported $ (8,918,825 ) $ (2,686,303 ) $ (14,674,216 ) $ 9,028,292 Denominator Weighted average shares, basic 29,088,159 32,472,251 29,284,175 32,509,664 Dilutive effect of stock options, warrants and RSUs - - - 743,948 Shares used to compute diluted earnings per share 29,088,159 32,472,251 29,284,175 33,253,612 Basic earnings (loss) per share $ (0.31 ) $ (0.08 ) $ (0.50 ) $ 0.28 Diluted earnings (loss) per share $ (0.31 ) $ (0.08 ) $ (0.50 ) $ 0.27 For the three and six months ended June 30, 2022, potentially dilutive securities of 1,391,156 1,155,136 1,400,000 465,000 As a result of incurring a net loss for the three and six months ended June 30, 2023, no 2,890,985 512,112 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8 – Stock-Based Compensation Stock Incentive Plans The Company’s board of directors adopted, and shareholders approved, the Co-Diagnostics, Inc. Amended and Restated 2015 Long Term Incentive Plan (the “Incentive Plan”) providing for the issuance of stock-based incentive awards to employees, officers, consultants, directors and independent contractors. On August 31, 2022, the shareholders approved an increase in the number of awards available for issuance under the Incentive Plan to an aggregate of 12,000,000 4,340,736 Stock Options The following table summarizes option activity during the six months ended June 30, 2023: Schedule of Option Activity Number of Weighted Weighted Weighted Outstanding at December 31, 2022 1,040,572 $ 2.19 $ 1.37 5.88 Granted - - - Expired - - - Forfeited/Cancelled - - - Exercised - - - Outstanding at June 30, 2023 1,040,572 $ 2.19 $ 1.37 5.39 Exercisable at June 30, 2023 1,040,572 $ 2.19 $ 1.37 5.39 The aggregate intrinsic value of outstanding options at June 30, 2023 was approximately $ 0.1 Stock-based compensation cost is measured at the grant date based on the fair value of the award granted and recognized as expense over the vesting period using the straight-line method. The Company uses the Black-Scholes model to value options granted. As of June 30, 2023, there were no unvested options and no unrecognized stock-based compensation expense related to options. Restricted Stock Units The grant date fair value of RSUs granted is determined using the closing market price of the Company’s common stock on the grant date with the associated compensation expense amortized over the vesting period of the awards. The following table sets forth the outstanding RSUs and related activity for the six months ended June 30, 2023: Schedule of Outstanding Restricted Stock Units and Related Party Number of RSUs Weighted Average Unvested at December 31, 2022 2,426,725 $ 6.95 Granted 1,918,750 1.93 Vested (594,085 ) 7.17 Forfeited/Cancelled (48,696 ) 6.15 Unvested at June 30, 2023 3,702,694 $ 4.33 As of June 30, 2023, there was approximately $ 13.8 2.0 Warrants The Company has issued warrants related to financings, acquisitions and as compensation to third parties for services provided. The Company estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes the fair value of issued warrants using a vesting schedule based on the terms and conditions of each warrant if granted for services. The following table summarizes warrant activity during the six months ended June 30, 2023: Schedule of Warrant Activity Number of Weighted Weighted Weighted Outstanding at December 31, 2022 485,000 $ 8.81 $ 2.43 4.0 Granted - - - Expired - - - Forfeited/Cancelled - - - Exercised - - - Outstanding at June 30, 2023 485,000 $ 8.81 $ 1.11 3.5 There were no warrants exercised during the six months ended June 30, 2023. The intrinsic value of warrants exercised during the six months ended June 30, 2022 was approximately $ 0.3 0 The total number of warrants exercisable at June 30, 2023 is 20,000 465,000 Stock-Based Compensation Expense The Company recognized stock-based compensation expense as follows: Schedule of Recognized Stock-based Compensation Expense 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 12,057 $ 14,127 $ 24,065 $ 26,453 Sales and marketing 572,789 426,540 1,101,906 814,557 General and administrative 1,261,510 847,964 2,453,724 1,613,161 Research and development 323,444 244,655 758,847 454,210 Total stock-based compensation expense $ 2,169,800 $ 1,533,286 $ 4,338,542 $ 2,908,381 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes For the three months ended June 30, 2023, the Company recognized a benefit from income taxes of $ 2,238,320 20.1 4,498,131 23.5 21.0 741,507 644,580 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Lease Obligations The Company leases office space under non-cancellable operating leases and leases cancellable with one month notice. The Company expenses the cancellable leases in the period incurred in accordance with the practical expedient elected. During the six months ended June 30, 2023, the Company amended two operating leases to extend the lease term and entered into one new operating lease. As a result, the Company recognized additional operating lease liabilities and corresponding operating right-of-use assets of $ 3,063,782 For the three and six months ended June 30, 2023, components of lease expense are summarized as follows: Schedule of Lease Expense Three Months Ended June 30, 2023 Six Months Ended Operating lease costs $ 62,847 $ 150,454 Short-term lease costs 48,301 156,979 Total lease costs $ 111,148 $ 307,433 As of June 30, 2023, the maturities of the Company’s lease liabilities are as follows: Schedule of Maturities on Company Lease Liabilities Year Ending 2023 (remainder) $ 467,651 2024 966,451 2025 987,252 2026 682,806 Thereafter 542,512 Total lease payments 3,646,672 Less: imputed interest 416,085 Present value of operating lease liabilities 3,230,587 Less: current portion 772,515 Long-term portion $ 2,458,072 Other information related to operating leases was as follows: Schedule of Other Information Related to Operating Lease Six Months Ended June 30, 2023 Cash paid for operating leases included in operating cash flows $ 281,421 Remaining lease term of operating leases 4 Discount rate of operating leases 6.2 % Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company is a defendant in two class action claims and three derivative actions claiming that the Company promulgated false and misleading press releases to increase the price of our stock to improperly benefit the officers and directors of the Company. The plaintiffs demand compensatory damages sustained as a result of the Company’s alleged wrongdoing in an amount to be proven at trial. The Company is also a party to two commercial litigation lawsuits in which plaintiffs are claiming they are owned certain remuneration based on alleged agreements with the Company. The Company believes these lawsuits are without merit and intends to defend the cases vigorously. The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in these cases. As of the date of this report, the Company does not believe it is probable that these cases will result in an unfavorable outcome; however, if an unfavorable outcome were to occur in these cases, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. |
Share Repurchase Program
Share Repurchase Program | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Share Repurchase Program | Note 11 – Share Repurchase Program In March 2022, the Company’s Board of Directors authorized a share repurchase program that would allow the Company to repurchase up to $ 30.0 For accounting purposes, common stock repurchased under the stock repurchase program is recorded based upon the transaction date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are not retired and are considered issued but not outstanding. The following table shows the changes in treasury stock for the periods presented: Schedule of Treasury Stock Six Months Ended June 30, 2023 Balance, beginning of period 3,881,658 Repurchases of common stock 677,821 Balance, end of period 4,559,479 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events None. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year’s presentation. These reclassifications have no impact on the previously reported results. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, money market funds and highly liquid investments with an original maturity date of 90 days or less from the date of purchase. The fair value of cash equivalents approximated their carrying value as of June 30, 2023 and December 31, 2022. The Company has its cash and cash equivalents with large creditworthy financial institutions and the balance exceeded federally insured limits. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on cash and cash equivalents. |
Marketable Investment Securities | Marketable Investment Securities The Company’s marketable investment securities are comprised of investments in certificates of deposit and U.S. Treasury bills and notes. The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt securities with original maturities longer than three months are available to fund current operations and are classified as marketable investment securities, within current assets on the condensed consolidated balance sheets. The Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Realized gains and losses on the sale of marketable investment securities are determined using the average cost method on a first-in, first-out basis and recorded in total other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). The available-for-sale debt securities are subject to a periodic impairment review. For investments in an unrealized loss position, the Company writes down the amortized cost basis of the investment if it is more likely than not that the Company will be required or will intend to sell the investment before recovery of its amortized cost basis. For investments not likely to be sold before recovery of the amortized cost basis, the Company determines whether a credit loss exists by considering information about the collectability of the instrument, current market conditions, and reasonable and supportable forecasts of economic conditions. The Company recognizes an allowance for credit losses up to the amount of the unrealized loss when appropriate. Allowances for credit losses and write-downs are recognized in total other income (expense), net, and unrealized losses not related to credit losses are recognized in accumulated other comprehensive income (loss). There are no allowances for credit losses recorded for the periods presented. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount (net of allowance) and do not bear interest. The Company maintains an allowance for doubtful accounts for amounts the Company does not expect to collect. In establishing the required allowance, management considers historical losses, current market condition, customers’ financial condition, the age of receivables, and current payment patterns. Account balances are written off against the allowance once the receivable is deemed uncollectible. Recoveries of trade receivables previously written off are recorded when collected. At June 30, 2023, total accounts receivable was $ 4,510,545 3,413,152 1,097,393 6,552,249 3,098,526 3,453,723 |
Equity-Method Investments | Equity-Method Investments The Company’s equity method investments are initially recorded at cost and are included in other long-term assets in the accompanying condensed consolidated balance sheet. The Company adjusts the carrying value of its investment based on our share of the earnings or losses in the periods which they are reported by the investee until the carrying amount is zero. The earnings or losses are included in other income (expense) in the accompanying condensed consolidated statements of operations. |
Inventory | Inventory Inventory is stated at the lower of cost or net-realizable value. Inventory cost is determined on a first-in first-out basis that approximates average cost in accordance with ASC 330-10-30-12. At June 30, 2023, the Company had $ 4,691,068 842,087 3,848,981 5,310,473 1,327,264 3,983,209 |
Intangible Assets | Intangible Assets Indefinite-lived intangible assets are not amortized, but rather tested for impairment at least annually on December 31, or more often if and when circumstances indicate that the carrying value may not be recoverable. Finite-lived intangible assets are amortized over their useful lives. |
Long-lived Assets | Long-lived Assets Long-lived assets, such as property and equipment, are stated at cost less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the property, generally from three to five years. Repairs and maintenance costs are expensed as incurred except when such repairs significantly add to the useful life or productive capacity of the asset, in which case the repairs are capitalized. The Company reviews its long-lived assets, including property and equipment, finite-lived intangible assets, and right-of-use (ROU) assets, for impairment whenever an event or change in facts and circumstances indicates that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds fair value. |
Business Combinations | Business Combinations The Company estimates the fair value of assets acquired and liabilities assumed in a business combination. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. |
Leases | Leases The Company adopted ASC 842, Leases (“ASC 842”) effective January 1, 2022. Under ASC 842, the Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company considers its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses and cost of revenue over the reasonably assured lease term. The Company has elected to not separate lease and non-lease components for leases of office space and, as a result, accounts for any lease and non-lease components for office space as a single lease component, to the extent they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. The Company’s office leases typically include non-lease components such as common-area maintenance costs. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less. |
Revenue Recognition | Revenue Recognition The Company generates revenue from product sales and license sales. The Company recognizes revenue when all of the following criteria are satisfied: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as the Company satisfies each performance obligation. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue. |
Deferred Revenue | Deferred Revenue Deferred revenue primarily consists of payments received from customers related to product sales or from granting agencies for services to be rendered under research grants, prior to the Company fulfilling its performance obligation of providing the product or performing research activities under the grant agreement. When this occurs, the Company records a contract liability as deferred revenue. Deferred revenue is recognized as revenue as the related performance obligations are satisfied. |
Research and Development | Research and Development Research and development costs are expensed when incurred. For the three and six months ended June 30, 2023, the Company expensed $ 5,981,043 10,995,103 3,889,844 7,661,171 |
Stock-based Compensation | Stock-based Compensation The Company has granted stock-based awards, including restricted stock, stock options, stock warrants and restricted stock units (“RSUs”), to its employees, certain consultants and members of its board of directors. The Company records stock-based compensation based on the grant date fair value of the awards and recognizes the fair value of those awards as expense using the straight-line method over the requisite service period of the award. The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing model. When an award is forfeited prior to the vesting date, the Company recognizes an adjustment for the previously recognized expense in the period of the forfeiture |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under this method, d eferred income tax assets and deferred income tax liabilities represent the tax effect of temporary differences between financial reporting and tax reporting measured at enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes only the impact of tax positions that, based on their technical merits, are more likely than not to be sustained upon an audit by the taxing authority. Valuation allowances are provided when it is more-likely-than-not that some or all of the deferred income tax assets may not be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Developing the provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred income tax assets and liabilities and any estimated valuation allowances deemed necessary to value deferred income tax assets. Judgments and tax strategies are subject to audit by various taxing authorities. The Company has uncertain income tax positions in the condensed consolidated financial statements, and adverse determinations by these taxing authorities could have a material adverse effect on the condensed consolidated financial positions, result of operations, or cash flows. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. Diluted net income or loss per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period increased by common shares that could be issued upon conversion or exercise of other outstanding securities to the extent those additional common shares would be dilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income or loss per share by application of the treasury stock method. During periods when the Company is in a net loss position, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are anti-dilutive. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income is comprised of unrealized gains and losses on marketable investment securities, net of income taxes. |
Concentrations Risk and Significant Customers | Concentrations Risk and Significant Customers The Company had certain customers which are each responsible for generating 10 44 33 55 46 Three customers accounted for more than 10 10 77 37 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. |
Cash, Cash Equivalents, and F_2
Cash, Cash Equivalents, and Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Marketable Investment Securities | The following table shows the Company’s cash, cash equivalents, and marketable investment securities by significant investment category: Schedule of Cash, Cash Equivalents and Marketable Investment Securities June 30, 2023 Adjusted Allowance Total Fair Cash and Marketable Cash and cash equivalents $ 3,500,927 $ - $ - $ 3,500,927 $ 3,500,927 $ - Level 1: Money market funds 10,329,919 - - 10,329,919 10,329,919 - Subtotal 10,329,919 - - 10,329,919 10,329,919 - Level 2: U.S. treasury securities 54,538,324 - 768,822 55,307,146 - 55,307,146 Subtotal 54,538,324 - 768,822 55,307,146 - 55,307,146 Total $ 68,369,170 $ - $ 768,822 $ 69,137,992 $ 13,830,846 $ 55,307,146 December 31, 2022 Adjusted Allowance Total Fair Cash and Marketable Cash and cash equivalents $ 12,834,444 $ - $ - $ 12,834,444 $ 12,834,444 $ - Level 1: Money market funds 146,359 - - 146,359 146,359 - Subtotal 146,359 - - 146,359 146,359 - Level 2: U.S. treasury securities 67,892,825 - 389,241 68,282,066 9,993,000 58,289,066 Subtotal 67,892,825 - 389,241 68,282,066 9,993,000 58,289,066 Total $ 80,873,628 $ - $ 389,241 $ 81,262,869 $ 22,973,803 $ 58,289,066 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: Schedule of Intangible Assets, Net June 30, 2023 Weighted-Average Gross Net Useful Life (1) Carrying Accumulated Carrying (in Years) Amount Amortization Amount In-process research and development Indefinite $ 26,101,000 $ - $ 26,101,000 Non-competition agreements 2.7 1,094,000 (640,000 ) 454,000 Total intangible assets $ 27,195,000 $ (640,000 ) $ 26,555,000 December 31, 2022 Weighted-Average Gross Net Useful Life (1) Carrying Accumulated Carrying (in Years) Amount Amortization Amount In-process research and development Indefinite $ 26,101,000 $ - $ 26,101,000 Non-competition agreements 2.7 1,094,000 (426,667 ) 667,333 Total intangible assets $ 27,195,000 $ (426,667 ) $ 26,768,333 (1) Based on weighted-average useful life established as of the acquisition date. |
Schedule of Future Amortization Expense | The expected future annual amortization expense of the Company’s intangible assets held as of June 30, 2023 is as follows: Schedule of Future Amortization Expense Year Ending December 31, Amortization Expense 2023 (remainder) 151,332 2024 302,668 Total $ 454,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities | The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, by level within the fair value hierarchy: Schedule of Fair Value Assets and Liabilities (Level 1) (Level 2) (Level 3) Total June 30, 2023 (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents $ 12,408,492 $ - $ - $ 12,408,492 Marketable securities (U.S. treasury bills and notes) - 55,307,146 - 55,307,146 Total assets measured at fair value $ 12,408,492 $ 55,307,146 $ - $ 67,715,638 Liabilities: Contingent consideration - common stock $ - $ - $ 1,100,815 $ 1,100,815 Contingent consideration - warrants - - 234,464 234,464 Total liabilities measured at fair value $ - $ - $ 1,335,279 $ 1,335,279 (Level 1) (Level 2) (Level 3) Total December 31, 2022 (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents $ 186,667 $ 9,993,000 $ - $ 10,179,667 Marketable securities (U.S. treasury bills and notes) - 58,289,066 - 58,289,066 Total assets measured at fair value $ 186,667 $ 68,282,066 $ - $ 68,468,733 Liabilities: Contingent consideration - common stock $ - $ - $ 2,499,147 $ 2,499,147 Contingent consideration - warrants - - 233,209 233,209 Total liabilities measured at fair value $ - $ - $ 2,732,356 $ 2,732,356 |
Schedule of Changes in the Fair Value Measurement | The changes for Level 3 items measured at fair value on a recurring basis are as follows: Schedule of Changes in the Fair Value Measurement Fair value as of December 31, 2022 $ 2,732,356 Change in fair value of contingent consideration issued for business acquisitions (1,397,077 ) Fair value as of June 30, 2023 $ 1,335,279 |
Schedule of Contingent Consideration Common Stock and Warrants | Schedule of Contingent Consideration Common Stock and Warrants June 30, 2023 December 31, 2022 Stock price $ 1.11 $ 2.52 Strike price $ 9.13 $ 9.13 Volatility 157.00 % 75.00 % Risk-free rate 4.30 % 4.10 % Expected term (years) 3.5 4.0 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue by Geographic Area | The following table sets forth revenue by geographic area: Summary of Revenue by Geographic Area 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 137,230 $ 4,499,354 $ 530,384 $ 18,725,742 Rest of World 60,576 523,872 269,379 8,996,528 Total $ 197,806 $ 5,023,226 $ 799,763 $ 27,722,270 Revenue geographic area $ 197,806 $ 5,023,226 $ 799,763 $ 27,722,270 Percentage of revenue by area: United States 69 % 90 % 66 % 68 % Rest of World 31 % 10 % 34 % 32 % |
Schedule of Deferred Revenue | Changes in the Company’s deferred revenue balance for the six months ended June 30, 2023 were as follows: Schedule of Deferred Revenue Balance as of December 31, 2022 $ - Increase due to prepayments from customers 18,120 Increase due to prepayments from grants received 239,879 Balance as of June 30, 2023 $ 257,999 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basis and Diluted Earnings Per Share | The following table reconciles the numerator and the denominator used to calculate basic and diluted earnings (loss) per share for three and six months ended June 30, 2023 and 2022, respectively: Schedule of Basis and Diluted Earnings Per Share 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net income (loss), as reported $ (8,918,825 ) $ (2,686,303 ) $ (14,674,216 ) $ 9,028,292 Denominator Weighted average shares, basic 29,088,159 32,472,251 29,284,175 32,509,664 Dilutive effect of stock options, warrants and RSUs - - - 743,948 Shares used to compute diluted earnings per share 29,088,159 32,472,251 29,284,175 33,253,612 Basic earnings (loss) per share $ (0.31 ) $ (0.08 ) $ (0.50 ) $ 0.28 Diluted earnings (loss) per share $ (0.31 ) $ (0.08 ) $ (0.50 ) $ 0.27 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table summarizes option activity during the six months ended June 30, 2023: Schedule of Option Activity Number of Weighted Weighted Weighted Outstanding at December 31, 2022 1,040,572 $ 2.19 $ 1.37 5.88 Granted - - - Expired - - - Forfeited/Cancelled - - - Exercised - - - Outstanding at June 30, 2023 1,040,572 $ 2.19 $ 1.37 5.39 Exercisable at June 30, 2023 1,040,572 $ 2.19 $ 1.37 5.39 |
Schedule of Outstanding Restricted Stock Units and Related Party | The grant date fair value of RSUs granted is determined using the closing market price of the Company’s common stock on the grant date with the associated compensation expense amortized over the vesting period of the awards. The following table sets forth the outstanding RSUs and related activity for the six months ended June 30, 2023: Schedule of Outstanding Restricted Stock Units and Related Party Number of RSUs Weighted Average Unvested at December 31, 2022 2,426,725 $ 6.95 Granted 1,918,750 1.93 Vested (594,085 ) 7.17 Forfeited/Cancelled (48,696 ) 6.15 Unvested at June 30, 2023 3,702,694 $ 4.33 |
Schedule of Warrant Activity | The following table summarizes warrant activity during the six months ended June 30, 2023: Schedule of Warrant Activity Number of Weighted Weighted Weighted Outstanding at December 31, 2022 485,000 $ 8.81 $ 2.43 4.0 Granted - - - Expired - - - Forfeited/Cancelled - - - Exercised - - - Outstanding at June 30, 2023 485,000 $ 8.81 $ 1.11 3.5 |
Schedule of Recognized Stock-based Compensation Expense | The Company recognized stock-based compensation expense as follows: Schedule of Recognized Stock-based Compensation Expense 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 12,057 $ 14,127 $ 24,065 $ 26,453 Sales and marketing 572,789 426,540 1,101,906 814,557 General and administrative 1,261,510 847,964 2,453,724 1,613,161 Research and development 323,444 244,655 758,847 454,210 Total stock-based compensation expense $ 2,169,800 $ 1,533,286 $ 4,338,542 $ 2,908,381 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Expense | For the three and six months ended June 30, 2023, components of lease expense are summarized as follows: Schedule of Lease Expense Three Months Ended June 30, 2023 Six Months Ended Operating lease costs $ 62,847 $ 150,454 Short-term lease costs 48,301 156,979 Total lease costs $ 111,148 $ 307,433 |
Schedule of Maturities on Company Lease Liabilities | As of June 30, 2023, the maturities of the Company’s lease liabilities are as follows: Schedule of Maturities on Company Lease Liabilities Year Ending 2023 (remainder) $ 467,651 2024 966,451 2025 987,252 2026 682,806 Thereafter 542,512 Total lease payments 3,646,672 Less: imputed interest 416,085 Present value of operating lease liabilities 3,230,587 Less: current portion 772,515 Long-term portion $ 2,458,072 |
Schedule of Other Information Related to Operating Lease | Other information related to operating leases was as follows: Schedule of Other Information Related to Operating Lease Six Months Ended June 30, 2023 Cash paid for operating leases included in operating cash flows $ 281,421 Remaining lease term of operating leases 4 Discount rate of operating leases 6.2 % |
Share Repurchase Program (Table
Share Repurchase Program (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Treasury Stock | Schedule of Treasury Stock Six Months Ended June 30, 2023 Balance, beginning of period 3,881,658 Repurchases of common stock 677,821 Balance, end of period 4,559,479 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Accounts receivable, before allowance for credit loss, current | $ 4,510,545 | $ 4,510,545 | $ 6,552,249 | ||
Uncollectable accounts | 3,413,152 | 3,413,152 | 3,098,526 | ||
Accounts receivable, after allowance for credit loss, current | 1,097,393 | 1,097,393 | 3,453,723 | ||
Inventory, net | 4,691,068 | 4,691,068 | 5,310,473 | ||
Inventory, finished goods, gross | 842,087 | 842,087 | 1,327,264 | ||
Inventory, raw materials, gross | 3,848,981 | 3,848,981 | $ 3,983,209 | ||
Research and development | $ 5,981,043 | $ 3,889,844 | $ 10,995,103 | $ 7,661,171 | |
Customers [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 10% | 10% | |||
Three Customers [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 10% | ||||
Three Customers [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 44% | ||||
Two Customers [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 33% | 46% | |||
One Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 10% | ||||
One Customer [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 55% | ||||
Customers Together [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 77% | 37% |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Marketable Investment Securities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | $ 68,369,170 | $ 80,873,628 |
Allowance for Credit Losses | ||
Total Unrealized Gains / (Losses) | 768,822 | 389,241 |
Fair Value | 69,137,992 | 81,262,869 |
Cash and Cash Equivalents | 13,830,846 | 22,973,803 |
Marketable Securities | 55,307,146 | 58,289,066 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 10,329,919 | 146,359 |
Allowance for Credit Losses | ||
Total Unrealized Gains / (Losses) | ||
Fair Value | 10,329,919 | 146,359 |
Cash and Cash Equivalents | 10,329,919 | 146,359 |
Marketable Securities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 54,538,324 | 67,892,825 |
Allowance for Credit Losses | ||
Total Unrealized Gains / (Losses) | 768,822 | 389,241 |
Fair Value | 55,307,146 | 68,282,066 |
Cash and Cash Equivalents | 9,993,000 | |
Marketable Securities | 55,307,146 | 58,289,066 |
Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 3,500,927 | 12,834,444 |
Allowance for Credit Losses | ||
Total Unrealized Gains / (Losses) | ||
Fair Value | 3,500,927 | 12,834,444 |
Cash and Cash Equivalents | 3,500,927 | 12,834,444 |
Marketable Securities | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 10,329,919 | 146,359 |
Allowance for Credit Losses | ||
Total Unrealized Gains / (Losses) | ||
Fair Value | 10,329,919 | 146,359 |
Cash and Cash Equivalents | 10,329,919 | 146,359 |
Marketable Securities | ||
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 54,538,324 | 67,892,825 |
Allowance for Credit Losses | ||
Total Unrealized Gains / (Losses) | 768,822 | 389,241 |
Fair Value | 55,307,146 | 68,282,066 |
Cash and Cash Equivalents | 9,993,000 | |
Marketable Securities | $ 55,307,146 | $ 58,289,066 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Net (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 27,195,000 | $ 27,195,000 | |
Less accumulated amortization | (640,000) | (426,667) | |
Intangible assets, net | $ 26,555,000 | $ 26,768,333 | |
In Process Research and Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives in years, term | [1] | Indefinite | Indefinite |
Intangible assets, gross | $ 26,101,000 | $ 26,101,000 | |
Less accumulated amortization | |||
Intangible assets, net | 26,101,000 | 26,101,000 | |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 1,094,000 | 1,094,000 | |
Less accumulated amortization | (640,000) | (426,667) | |
Intangible assets, net | $ 454,000 | $ 667,333 | |
Estimated useful lives in years | [1] | 2 years 8 months 12 days | 2 years 8 months 12 days |
[1]Based on weighted-average useful life established as of the acquisition date. |
Schedule of Future Amortization
Schedule of Future Amortization Expense (Details) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remainder) | $ 151,332 |
2024 | 302,668 |
Total | $ 454,000 |
Schedule of Fair Value Assets a
Schedule of Fair Value Assets and Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities (U.S. treasury bills and notes) | $ 55,307,146 | $ 58,289,066 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities (U.S. treasury bills and notes) | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities (U.S. treasury bills and notes) | 55,307,146 | 58,289,066 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 12,408,492 | 10,179,667 |
Marketable securities (U.S. treasury bills and notes) | 55,307,146 | 58,289,066 |
Total assets measured at fair value | 67,715,638 | 68,468,733 |
Contingent consideration - common stock | 1,100,815 | 2,499,147 |
Contingent consideration - warrants | 234,464 | 233,209 |
Total liabilities measured at fair value | 1,335,279 | 2,732,356 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 12,408,492 | 186,667 |
Marketable securities (U.S. treasury bills and notes) | ||
Total assets measured at fair value | 12,408,492 | 186,667 |
Contingent consideration - common stock | ||
Contingent consideration - warrants | ||
Total liabilities measured at fair value | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 9,993,000 | |
Marketable securities (U.S. treasury bills and notes) | 55,307,146 | 58,289,066 |
Total assets measured at fair value | 55,307,146 | 68,282,066 |
Contingent consideration - common stock | ||
Contingent consideration - warrants | ||
Total liabilities measured at fair value | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | ||
Marketable securities (U.S. treasury bills and notes) | ||
Total assets measured at fair value | ||
Contingent consideration - common stock | 1,100,815 | 2,499,147 |
Contingent consideration - warrants | 234,464 | 233,209 |
Total liabilities measured at fair value | $ 1,335,279 | $ 2,732,356 |
Schedule of Changes in the Fair
Schedule of Changes in the Fair Value Measurement (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of December 31, 2022 | $ 2,732,356 |
Change in fair value of contingent consideration issued for business acquisitions | (1,397,077) |
Fair value as of June 30, 2023 | $ 1,335,279 |
Schedule of Contingent Consider
Schedule of Contingent Consideration Common Stock and Warrants (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 3 years 6 months | 4 years |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.11 | 2.52 |
Measurement Input Strike Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 9.13 | 9.13 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.5700 | 0.7500 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.0430 | 0.0410 |
Summary of Revenue by Geographi
Summary of Revenue by Geographic Area (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue geographic area | $ 197,806 | $ 5,023,226 | $ 799,763 | $ 27,722,270 |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue geographic area | $ 137,230 | $ 4,499,354 | $ 530,384 | $ 18,725,742 |
UNITED STATES | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of revenue | 69% | 90% | 66% | 68% |
Rest of World [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue geographic area | $ 60,576 | $ 523,872 | $ 269,379 | $ 8,996,528 |
Rest of World [Member] | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of revenue | 31% | 10% | 34% | 32% |
Schedule of Deferred Revenue (D
Schedule of Deferred Revenue (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue, beginning balance | |
Increase due to prepayments from customers | 18,120 |
Increase due to prepayments from grants received | 239,879 |
Deferred revenue, ending balance | $ 257,999 |
Schedule of Basis and Diluted E
Schedule of Basis and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss), as reported | $ (8,918,825) | $ (5,755,391) | $ (2,686,303) | $ 11,714,595 | $ (14,674,216) | $ 9,028,292 |
Weighted average shares, basic | 29,088,159 | 32,472,251 | 29,284,175 | 32,509,664 | ||
Dilutive effect of stock options, warrants and RSUs | 743,948 | |||||
Shares used to compute diluted earnings per share | 29,088,159 | 32,472,251 | 29,284,175 | 33,253,612 | ||
Basic earnings (loss) per share | $ (0.31) | $ (0.08) | $ (0.50) | $ 0.28 | ||
Diluted earnings (loss) per share | $ (0.31) | $ (0.08) | $ (0.50) | $ 0.27 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted earnings per share | 0 | 1,391,156 | 0 | 1,155,136 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted earnings per share | 2,890,985 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted earnings per share | 512,112 | |||
Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted earnings per share | 1,400,000 | 1,400,000 | 1,400,000 | 1,400,000 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted earnings per share | 465,000 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Options Outstanding, Beginning | shares | 1,040,572 |
Weighted Average Exercise Price Outstanding, Beginning | $ 2.19 |
Weighted Average Fair Value Outstanding, Ending | $ 1.37 |
Weighted-average Remaining Contractual Life (years) Outstanding, Beginning | 5 years 10 months 17 days |
Number of Options Outstanding, Granted | shares | |
Weighted Average Exercise Price Granted | |
Weighted Average Fair Value Granted | |
Number of Options Outstanding, Expired | shares | |
Weighted Average Exercise Price Expired | |
Weighted Average Fair Value Expired | |
Number of Options Outstanding, Forfeited/Cancelled | shares | |
Weighted Average Exercise Price Forfeited/Cancelled | |
Weighted Average Fair Value Forfeited/Cancelled | |
Number of Options Outstanding, Exercised | shares | |
Weighted Average Exercise Price Exercised | |
Weighted Average Fair Value Exercised | |
Number of Options Outstanding, Ending | shares | 1,040,572 |
Weighted Average Exercise Price Outstanding, Ending | $ 2.19 |
Weighted-average Remaining Contractual Life (years) Outstanding, Ending | 5 years 4 months 20 days |
Number of Options Exercisable Ending | shares | 1,040,572 |
Weighted Average Exercise Price, Exercisable Ending | $ 2.19 |
Weighted Average Fair Value, Exercisable Ending | $ 1.37 |
Weighted-average Remaining Contractual Life (years), Exercisable Ending | 5 years 4 months 20 days |
Schedule of Outstanding Restric
Schedule of Outstanding Restricted Stock Units and Related Party (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Restricted Stock Units, Outstanding Beginning | shares | 2,426,725 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 6.95 |
Number of Restricted Stock Units, Granted | shares | 1,918,750 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 1.93 |
Number of Restricted Stock Units, Vested | shares | (594,085) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 7.17 |
Number of Restricted Stock Units, Forfeited/Cancelled | shares | (48,696) |
Weighted Average Grant Date Fair Value, Forfeited/Cancelled | $ / shares | $ 6.15 |
Number of Restricted Stock Units, Outstanding Ending | shares | 3,702,694 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 4.33 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Warrants Outstanding, Beginning | shares | 485,000 |
Weighted Average Exercise Price, Beginning | $ 8.81 |
Weighted Average fair value, Beginning | $ 2.43 |
Weighted-average Remaining Contractual Life (Years) Outstanding | 4 years |
Number of Warrants Outstanding, Granted | shares | |
Weighted Average Exercise Price, Granted | |
Weighted Average Fair Value, Granted | |
Number of Warrants Outstanding, Expired | shares | |
Weighted Average Exercise Price, Expired | |
Weighted Average Fair Value, Expired | |
Number of Warrants Outstanding, Forfeited/Cancelled | shares | |
Weighted Average Exercise Price, Forfeited/Cancelled | |
Weighted Average Fair Value, Forfeited/Cancelled | |
Number of Warrants Outstanding, Exercised | shares | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Fair Value, Exercised | |
Number of Warrants Outstanding, Ending | shares | 485,000 |
Weighted Average Exercise Price, Ending | $ 8.81 |
Weighted Average Fair Value, Ending | $ 1.11 |
Weighted-average Remaining Contractual Life (Years) Outstanding | 3 years 6 months |
Schedule of Recognized Stock-ba
Schedule of Recognized Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,169,800 | $ 1,533,286 | $ 4,338,542 | $ 2,908,381 |
Cost of Sale [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 12,057 | 14,127 | 24,065 | 26,453 |
Sales and Marketing [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 572,789 | 426,540 | 1,101,906 | 814,557 |
General and Administrative [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,261,510 | 847,964 | 2,453,724 | 1,613,161 |
Research and Development [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 323,444 | $ 244,655 | $ 758,847 | $ 454,210 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Aug. 31, 2022 | |
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Aggregate intrinsic value of options outstanding | $ 0 | ||
Intrinsic value of warrants exercised | $ 300,000 | ||
Warrants exercisable | 20,000 | ||
Warrants to purchase a common stock | 465,000 | ||
Stock Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Aggregate intrinsic value of options outstanding | $ 100,000 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unrecognized stock-based compensation | $ 13,800,000 | ||
Unrecognized stock-based compensation recognition period | 2 years | ||
2015 Long Term Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of common shares availalble for issuance | 4,340,736 | 12,000,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 2,238,320 | $ 741,507 | $ 4,498,131 | $ (644,580) |
Effective income tax rate reconciliation, percent | 20.10% | 23.50% | ||
Effective income tax rate reconciliation, percent | 21% | |||
Income tax expense (benefit) | $ (2,238,320) | $ (741,507) | $ (4,498,131) | $ 644,580 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 62,847 | $ 150,454 |
Short-term lease costs | 48,301 | 156,979 |
Total lease costs | $ 111,148 | $ 307,433 |
Schedule of Maturities on Compa
Schedule of Maturities on Company Lease Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (remainder) | $ 467,651 | |
2024 | 966,451 | |
2025 | 987,252 | |
2026 | 682,806 | |
Thereafter | 542,512 | |
Total lease payments | 3,646,672 | |
Less: imputed interest | 416,085 | |
Present value of operating lease liabilities | 3,230,587 | |
Less: current portion | 772,515 | $ 297,209 |
Long-term portion | $ 2,458,072 | $ 50,708 |
Schedule of Other Information R
Schedule of Other Information Related to Operating Lease (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for operating leases included in operating cash flows | $ 281,421 |
Remaining lease term of operating leases | 4 years |
Discount rate of operating leases | 6.20% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Jun. 30, 2023 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating lease liabilities | $ 3,230,587 |
Lease Amendment [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating lease liabilities | $ 3,063,782 |
Schedule of Treasury Stock (Det
Schedule of Treasury Stock (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Equity [Abstract] | |
Treasury stock, Beginning Balance | 3,881,658 |
Repurchases of common stock | 677,821 |
Treasury stock, Ending Balance | 4,559,479 |
Share Repurchase Program (Detai
Share Repurchase Program (Details Narrative) $ in Millions | Mar. 31, 2022 USD ($) |
Equity [Abstract] | |
Stock repurchase program authorized amount | $ 30 |