Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Vivos Therapeutics, Inc. |
Entity Central Index Key | 0001716166 |
Entity Primary SIC Number | 8011 |
Entity Tax Identification Number | 81-3224056 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 7921 Southpark Plaza |
Entity Address, Address Line Two | Suite 210 |
Entity Address, City or Town | Littleton |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80120 |
City Area Code | (844) |
Local Phone Number | 672-4357 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 7921 Southpark Plaza |
Entity Address, Address Line Two | Suite 210 |
Entity Address, City or Town | Littleton |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80120 |
Contact Personnel Name | R. Kirk Huntsman |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 988 | $ 3,519 | $ 24,030 |
Accounts receivable, net of allowance of $712 and $180, respectively | 228 | 457 | 1,203 |
Tenant improvement allowance receivable | 516 | ||
Prepaid expenses and other current assets | 769 | 1,448 | 1,575 |
Total current assets | 1,985 | 5,424 | 27,324 |
Long-term assets | |||
Goodwill | 2,843 | 2,843 | 2,843 |
Property and equipment, net | 3,283 | 3,082 | 2,825 |
Operating lease right-of-use asset | 1,466 | 1,695 | |
Intangible assets, net | 433 | 302 | 341 |
Deposits and other | 307 | 374 | 356 |
Total assets | 10,317 | 13,720 | 33,689 |
Current liabilities | |||
Accounts payable | 1,528 | 1,411 | 920 |
Accrued expenses | 1,922 | 1,912 | 2,853 |
Warrant liability | 600 | ||
Current portion of contract liabilities | 2,373 | 2,926 | 2,399 |
Current portion of long-term debt | 1,265 | ||
Current portion of operating lease liability | 460 | 419 | |
Current portion of deferred rent | 3 | ||
Current portion of lease incentive liability | 69 | ||
Other current liabilities | 284 | 145 | |
Total current liabilities | 7,167 | 6,813 | 7,509 |
Long-term liabilities | |||
Contract liabilities, net of current portion | 240 | 112 | |
Employee retention credit liability | 1,220 | ||
Operating lease liability, net of current portion | 1,644 | 1,994 | |
Deferred rent, net of current portion | 343 | ||
Lease incentive liability, net of current portion | 298 | ||
Total liabilities | 10,271 | 8,919 | 8,150 |
Commitments and contingencies (Note 13) | |||
Stockholders’ equity | |||
Preferred Stock, $0.0001 par value per share. Authorized 50,000,000 shares; no shares issued and outstanding | |||
Common Stock, $0.0001 par value per share. Authorized 200,000,000 shares; issued and outstanding 920,592 shares as of December 31, 2022 and December 31, 2021 | |||
Additional paid-in capital | 88,838 | 84,269 | 81,162 |
Accumulated deficit | (88,792) | (79,468) | (55,623) |
Total stockholders’ equity | 46 | 4,801 | 25,539 |
Total liabilities and stockholders’ equity | $ 10,317 | $ 13,720 | $ 33,689 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Allowance for doubtful accounts receivable | $ 268 | $ 712 | $ 180 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,197,258 | 920,592 | |
Common stock, shares outstanding | 1,197,258 | 920,592 | 920,592 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||||||
Total revenue | $ 3,301 | $ 4,246 | $ 10,553 | $ 12,074 | $ 16,024 | $ 16,885 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | 1,403 | 1,750 | 4,220 | 4,439 | 6,005 | 4,281 |
Gross profit | 1,898 | 2,496 | 6,333 | 7,635 | 10,019 | 12,604 |
Operating expenses | ||||||
General and administrative | 4,596 | 6,622 | 17,012 | 22,118 | 29,041 | 25,791 |
Sales and marketing | 641 | 1,106 | 1,861 | 3,985 | 5,340 | 5,551 |
Impairment loss | 911 | |||||
Depreciation and amortization | 150 | 175 | 472 | 500 | 669 | 733 |
Total operating expenses | 5,387 | 7,903 | 19,345 | 26,603 | 35,050 | 32,986 |
Operating loss | (3,489) | (5,407) | (13,012) | (18,968) | (25,031) | (20,382) |
Non-operating income (expense) | ||||||
Interest expense | (14) | |||||
Other expense | (53) | (36) | (198) | (152) | (190) | (9) |
PPP loan forgiveness | 1,265 | 1,287 | ||||
Excess warrant fair value | (6,453) | |||||
Change in fair value of warrant liability, net of issuance costs of $645 | 1,600 | 10,362 | ||||
Loss on inventory write-down | (151) | (151) | ||||
Other income | 9 | 128 | 99 | 89 | 117 | |
Loss before income taxes | (2,093) | (5,434) | (9,324) | (17,756) | (23,845) | (20,288) |
Income tax expense | ||||||
Net loss | (2,093) | (5,434) | (9,324) | (17,756) | (23,845) | (20,288) |
Net loss attributable to common stockholders | $ (2,093) | $ (5,434) | $ (9,324) | $ (17,756) | $ (23,845) | $ (20,288) |
Net loss per share (basic) | $ (1.75) | $ (6.40) | $ (8.09) | $ (20.90) | $ (25.90) | $ (23.88) |
Net loss per share (diluted) | $ (1.75) | $ (6.40) | $ (8.09) | $ (20.90) | $ (25.90) | $ (23.88) |
Weighted average number of shares of Common Stock outstanding (basic) | 1,197,258 | 849,446 | 1,152,607 | 849,446 | 920,592 | 849,446 |
Weighted average number of shares of Common Stock outstanding (diluted) | 1,197,258 | 849,446 | 1,152,607 | 849,446 | 920,592 | 849,446 |
Product [Member] | ||||||
Revenue | ||||||
Total revenue | $ 1,466 | $ 2,014 | $ 4,783 | $ 6,357 | $ 8,381 | $ 6,520 |
Service [Member] | ||||||
Revenue | ||||||
Total revenue | $ 1,835 | $ 2,232 | $ 5,770 | $ 5,717 | $ 7,643 | $ 10,365 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||||
Issuance cost | $ 645 | $ 645 | $ 2,238 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | ||
Balance at Dec. 31, 2020 | $ 52,252 | $ (35,335) | $ 16,917 | |||
Balance, shares at Dec. 31, 2020 | 728,485 | |||||
Fair value of warrants issued: | ||||||
Stock-based compensation expense | 2,658 | 2,658 | ||||
Net loss | (20,288) | (20,288) | ||||
In business combination | 172 | 172 | ||||
For purchase of assets | 136 | 136 | ||||
Issuance of Common Stock: | ||||||
In follow-on public offering, net of issuance costs | 25,362 | 25,362 | ||||
In follow-on public offering, net of issuance costs, shares | 184,000 | |||||
To consultants for services | 20 | 20 | ||||
To consultants for services, shares | 107 | |||||
Exercise of stock options | 330 | $ 330 | ||||
Exercise of stock options, shares | 8,000 | 8,000 | [1] | |||
To consultants for services | 232 | $ 232 | ||||
Balance at Dec. 31, 2021 | 81,162 | (55,623) | 25,539 | |||
Balance, shares at Dec. 31, 2021 | 920,592 | |||||
Fair value of warrants issued: | ||||||
To consultants for services | 222 | 222 | ||||
Stock-based compensation expense | 609 | 609 | ||||
Net loss | (5,331) | (5,331) | ||||
Balance at Mar. 31, 2022 | 81,993 | (60,954) | 21,039 | |||
Balance, shares at Mar. 31, 2022 | 920,592 | |||||
Balance at Dec. 31, 2021 | 81,162 | (55,623) | 25,539 | |||
Balance, shares at Dec. 31, 2021 | 920,592 | |||||
Fair value of warrants issued: | ||||||
Net loss | (17,756) | |||||
Balance at Sep. 30, 2022 | 83,235 | (73,380) | 9,855 | |||
Balance, shares at Sep. 30, 2022 | 920,592 | |||||
Balance at Dec. 31, 2021 | 81,162 | (55,623) | 25,539 | |||
Balance, shares at Dec. 31, 2021 | 920,592 | |||||
Fair value of warrants issued: | ||||||
Stock-based compensation expense | 2,396 | 2,396 | ||||
Net loss | (23,845) | (23,845) | ||||
In business combination | ||||||
For purchase of assets | ||||||
Issuance of Common Stock: | ||||||
To consultants for services | 711 | $ 711 | ||||
Exercise of stock options, shares | [1] | |||||
Balance at Dec. 31, 2022 | 84,269 | (79,468) | $ 4,801 | |||
Balance, shares at Dec. 31, 2022 | 920,592 | |||||
Balance at Mar. 31, 2022 | 81,993 | (60,954) | 21,039 | |||
Balance, shares at Mar. 31, 2022 | 920,592 | |||||
Fair value of warrants issued: | ||||||
To consultants for services | 131 | 131 | ||||
Stock-based compensation expense | 661 | 661 | ||||
Net loss | (6,992) | (6,992) | ||||
Balance at Jun. 30, 2022 | 82,785 | (67,946) | 14,839 | |||
Balance, shares at Jun. 30, 2022 | 920,592 | |||||
Fair value of warrants issued: | ||||||
To consultants for services | 100 | 100 | ||||
Stock-based compensation expense | 350 | 350 | ||||
Net loss | (5,434) | (5,434) | ||||
In business combination | ||||||
For purchase of assets | ||||||
For purchase of assets, shares | ||||||
Balance at Sep. 30, 2022 | 83,235 | (73,380) | 9,855 | |||
Balance, shares at Sep. 30, 2022 | 920,592 | |||||
Balance at Dec. 31, 2022 | 84,269 | (79,468) | 4,801 | |||
Balance, shares at Dec. 31, 2022 | 920,592 | |||||
Fair value of warrants issued: | ||||||
To consultants for services | 625 | 625 | ||||
Stock-based compensation expense | 306 | 306 | ||||
Net loss | (1,703) | (1,703) | ||||
For purchase of assets | 116 | 116 | ||||
For purchase of assets, shares | 10,000 | |||||
Issuance of Common Stock: | ||||||
In follow-on public offering, net of issuance costs | ||||||
In follow-on public offering, net of issuance costs, shares | 80,000 | |||||
Upon exercise of warrants | 2,848 | 2,848 | ||||
Upon exercise of warrants, shares | 186,666 | |||||
Balance at Mar. 31, 2023 | 88,164 | (81,171) | 6,993 | |||
Balance, shares at Mar. 31, 2023 | 1,197,258 | |||||
Balance at Dec. 31, 2022 | 84,269 | (79,468) | 4,801 | |||
Balance, shares at Dec. 31, 2022 | 920,592 | |||||
Fair value of warrants issued: | ||||||
Net loss | (9,324) | |||||
Balance at Sep. 30, 2023 | 88,838 | (88,792) | 46 | |||
Balance, shares at Sep. 30, 2023 | 1,197,258 | |||||
Balance at Mar. 31, 2023 | 88,164 | (81,171) | 6,993 | |||
Balance, shares at Mar. 31, 2023 | 1,197,258 | |||||
Fair value of warrants issued: | ||||||
To consultants for services | 182 | 182 | ||||
Stock-based compensation expense | 459 | 459 | ||||
Net loss | (5,528) | (5,528) | ||||
Balance at Jun. 30, 2023 | 88,805 | (86,699) | 2,106 | |||
Balance, shares at Jun. 30, 2023 | 1,197,258 | |||||
Fair value of warrants issued: | ||||||
To consultants for services | (156) | (156) | ||||
Stock-based compensation expense | 189 | 189 | ||||
Net loss | (2,093) | (2,093) | ||||
Balance at Sep. 30, 2023 | $ 88,838 | $ (88,792) | $ 46 | |||
Balance, shares at Sep. 30, 2023 | 1,197,258 | |||||
[1]On the respective exercise dates as of December 31, 2021, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (9,324) | $ (17,756) | $ (23,845) | $ (20,288) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation expense | 954 | 1,621 | 2,396 | 2,658 |
Depreciation and amortization | 472 | 500 | 669 | 733 |
Loss on disposal of assets | 36 | 36 | ||
Fair value of warrants issued for services | 651 | 452 | 711 | 232 |
Common stock issued for services | 20 | |||
Accretion of discount on note receivable | (29) | |||
Forgiveness of indebtedness income | (1,265) | |||
Impairment on note receivable | 911 | |||
Change in fair value of warrant liability, net of issuance costs of $645 | (10,362) | |||
Excess warrant fair value | 6,453 | |||
Forgiveness of indebtedness income | (1,265) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 229 | 337 | 746 | 228 |
Operating lease assets and liabilities, net | (81) | 7 | 7 | 548 |
Tenant improvement allowance | 516 | 516 | (516) | |
Prepaid expenses and other current assets | 679 | (541) | 126 | (902) |
Deposits | 81 | (17) | (16) | (47) |
Accounts payable | 118 | (276) | 491 | 139 |
Accrued expenses | 42 | (644) | (941) | 1,117 |
Employee retention credit liability | 1,220 | |||
Other liabilities | 94 | 261 | 144 | |
Contract liability | (424) | 182 | 638 | (539) |
Net cash used in operating activities | (9,198) | (16,587) | (19,587) | (15,735) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Acquisitions of property and equipment | (638) | (724) | (924) | (2,396) |
Payment for business acquisition | (225) | |||
Principal collections under note receivable | 13 | |||
Payment for asset purchase | (50) | |||
Net cash used in investing activities | (688) | (724) | (924) | (2,608) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from the private placement of common stock and pre-funded warrants | 8,000 | |||
Proceeds from issuance of common stock | 27,930 | |||
Redemption of preferred stock | (1,500) | |||
Payments for issuance costs | (645) | (2,238) | ||
Principal payments on debt | (25) | |||
Net cash provided by financing activities | 7,355 | 24,167 | ||
Net decrease in cash and cash equivalents | (2,531) | (17,311) | (20,511) | 5,824 |
Cash and cash equivalents at beginning of year | 3,519 | 24,030 | 24,030 | 18,206 |
Cash and cash equivalents at end of year | 988 | 6,719 | 3,519 | 24,030 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 2 | 2 | 18 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND | ||||
Fair value of warrants issued in asset purchase | $ 116 | 136 | ||
Fair value of warrants issued in business acquisition | 172 | |||
Fair value of warrants issued to underwriters in connection with follow-on offering | 1,486 | |||
Capital expenditures included in accounts payable | $ 110 |
ORGANIZATION, DESCRIPTION AND S
ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES Organization BioModeling Solutions, Inc. (“BioModeling”) was organized on March 20, 2007 as an Oregon limited liability company, and subsequently incorporated in 2013. On August 16, 2016, BioModeling entered into a share exchange agreement (the “SEA”) with First Vivos, Inc. (“First Vivos”), and Vivos Therapeutics, Inc. (“Vivos”), a Wyoming corporation established on July 7, 2016 to facilitate this share exchange combination transaction. Vivos was formerly named Corrective BioTechnologies, Inc. until its name changed on September 6, 2016 to Vivos Biotechnologies and on March 2, 2018 to Vivos Therapeutics, Inc. and had no substantial pre-combination business activities. First Vivos was incorporated in Texas on November 10, 2015. Pursuant to the SEA, all of the outstanding shares of common stock and warrants of BioModeling and all of the shares of common stock of First Vivos were exchanged for newly issued shares of common stock and warrants of Vivos, the legal acquirer. The transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting and accounting purposes. Upon the consummation of the merger, the historical financial statements of BioModeling became the Company’s historical financial statements and recorded at their historical carrying amounts. On August 12, 2020, Vivos reincorporated from Wyoming to become a domestic Delaware corporation under Delaware General Corporate Law. Accordingly, as used herein, the term “the Company,” “we,” “us.” “our” and similar terminology refer to Vivos Therapeutics, Inc., a Delaware corporation and its consolidated subsidiaries. As used herein, the term “Common Stock” refers to the common stock, $ 0.0001 Reverse Stock Split On October 25, 2023, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-25 Description of Business We are a medical technology and services company that features a comprehensive suite of proprietary oral appliances and therapeutic treatments. Our products non-surgically treat certain maxillofacial and developmental abnormalities of the mouth and jaws that are closely associated with breathing and sleep disorders such as, mild to moderate obstructive sleep apnea (“OSA”) and snoring in adults. The Company offers three separate clinical pathways or programs to providers—Guided Growth and Development, Lifeline, and Complete Airway Repositioning and Expansion (“CARE”). Each program features certain oral appliances coupled with specific therapeutic treatments, and each clinical pathway is intended to address the specific needs of a diverse patient population with different patient journeys. For example, the Guided Growth and Development program features the Vivos Guide and PE x 2 The Company’s flagship CARE program, which is part of The Vivos Method, features the Company’s patented DNA, mRNA and mmRNA appliances, which are also FDA 510k cleared for mild-to-moderate OSA and snoring in adults. The Vivos Method may also include adjunctive myofunctional, chiropractic/physical therapy, and laser treatments that, when properly used with the CARE appliances, constitute a powerful non-invasive and cost-effective means of reducing or eliminating OSA symptoms. In a small subset of a study, the data has actually shown that The Vivos Method can reverse OSA symptoms in a large portion (up to 80 The Company offers a suite of diagnostic and support products and services to dental and medical providers and distributors who service patients with OSA or related conditions. Such products and services include (i) VivoScore home sleep screenings and tests (powered by SleepImage ® 6 8 The Company’s business model is to teach, train, and support dentists, medical doctors, and distributors in the use of the Company’s products and services. Dentists who use the Company’s products and services typically enroll in a variety of live or online training and educational programs offered through the Company’s Vivos Institute—an 18,000 sq. ft. facility located near the Denver International Airport. Dentists are able to select the specific program or clinical pathway that they want to focus on, such as Guided Growth and Development or Lifeline or both. They may also enroll in the VIP program for the complete set training, educational, and support services available in all three clinical pathway programs. Dentists enrolled in the VIP Program are referred to as “VIPs.” The Company charges up front enrollment fees to educate and train new providers. The Company also charges for the ancillary support services listed above, and views each product and service as a revenue/profit center. Basis of Presentation and Consolidation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s financial position, results of operations, and cash flows. The condensed consolidated balance sheet at December 31, 2022 has been derived from audited financial statements at that date. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to instructions, rules, and regulations prescribed by the United States Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the December 31, 2022 audited consolidated financial statements contained in the Company’s 2022 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 30, 2023. Emerging Growth Company Status The Company is an “emerging growth company” (an “EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as a result, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGC but any such election to opt out is irrevocable. The Company currently expects to retain its status as an EGC until the year ending December 31, 2026, but this status could end sooner under certain circumstances. Revenue Recognition The Company generates revenue from the sale of products and services. A significant majority of the Company’s revenues are generated from enrolling dentists as either (i) Guided Growth and Development VIPs (program cost: $ 7,995 7,995 12,500 50,000 Following the guidance of ASC Topic 606, Revenue from Contracts with Customers Leases 1) identification of the promised goods or services in the contract; 2) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; 3) measurement of the transaction price, including the constraint on variable consideration; 4) allocation of the transaction price to the performance obligations; and 5) recognition of revenue when, or as the Company satisfies each performance obligation. Service Revenue VIP Enrollment Revenue The Company reviews its VIP enrollment contracts from a revenue recognition perspective using the 5-step method outlined above. All program enrollees, irrespective of their level of enrollment, are commonly referred to as VIPs, unless it is necessary to specify their particular program. Once it is determined that a contract exists (i.e., a VIP enrollment agreement is executed and payment is received), service revenue related to VIP enrollments is recognized when the underlying services are performed. The price of the Premier VIP enrollment that the VIP pays upon execution of the contract is significant, running at approximately $ 31,500 7,995 50,000 The Company enters into programs that may provide for multiple performance obligations. Commencing in 2018, the Company began enrolling medical and dental professionals in a one-year program (now known as the Premier VIP Program) which includes training in a highly personalized, deep immersion workshop format which provides the Premier VIP dentist access to a team who is dedicated to creating a successful integrated practice. The key topics covered in training include case selection, clinical diagnosis, appliance design, adjunctive therapies, instructions on ordering the Company’s products, guidance on pricing, instruction on insurance reimbursement protocols and interacting with our proprietary software system and the many features on the Company’s website. The initial training and educational workshop are typically provided within the first 30 to 45 days that a VIP enrolls. Ongoing support and additional training are provided throughout the year and includes access to the Company’s proprietary Airway Intelligence Service (“AIS”) which provides the VIP with resources to help simplify the diagnostic and treatment planning process. AIS is provided as part of the price of each appliance and is not a separate revenue stream. Following the year of training and support, a VIP may pay for seminars and training courses that meet the Provider’s needs on a subscription or a course-by-course basis. VIP enrollment fees include multiple performance obligations which vary on a contract-by-contract basis. The performance obligations included with enrollments may include sleep apnea rings, a six or twelve months BIS subscription, a marketing package, lab credits and the right to sell our appliances. The Company allocates the transaction price of a VIP enrollment contract to each performance obligation under such contract using the relative standalone selling price method. The relative standalone price method is based on the proportion of the standalone selling price of each performance obligation to the sum of the total standalone selling prices of all the performance obligations in the contract. The right to sell is similar to a license of intellectual property because without it the VIP cannot purchase appliances from the Company. The right to sell performance obligation includes the Vivos training and enrollment materials which prepare dentists for treating their patients using The Vivos Method. Because the right to sell is never sold outside of VIP contracts, and VIP contracts are sold for varying prices, the Company believes that it is appropriate to estimate the standalone selling price of this performance obligation using the residual method. As such, the observable prices of other performance obligations under a VIP contract will be deducted from the contract price, with the residual being allocated to the right to sell performance obligation. The Company uses significant judgements in revenue recognition including an estimation of customer life over which it recognizes the right to sell. The Company has determined that Premier VIPs who do not complete sessions 1 and 2 of training rarely complete training at all and fail to participate in the Premier VIP program long term. Since the beginning of the Premier VIP program, just under one-third of new VIP members fall into this category, and the revenue allocated to the right to sell for those VIPs is accelerated at the time in which it becomes remote that a VIP will continue in the program. Revenue is recognized in accordance with each individual performance obligation unless it becomes remote the VIP will continue, at which time the remainder of revenue is accelerated and recognized in the following month. Those VIPs who complete training typically remain active for a much longer period, and revenue from the right to sell for those VIPs is recognized over the estimated period of which those VIPs will remain active. Because of various factors occurring year to year, the Company has estimated customer life for each year a contract is initiated. The estimated customer lives are calculated separately for each year and have been estimated at 15 months for 2020, 14 months for 2021, 18 months for 2022, and 23 months for 2023. The right to sell is recognized on a sum of the years’ digits method over the estimated customer life for each year as this approximates the rate of decline in VIPs purchasing behaviors we have observed. Other Service Revenue In addition to VIP enrollment service revenue, in 2020 the Company launched BIS, an additional service on a monthly subscription basis, which includes the Company’s AireO2 medical billing and practice management software. Revenue for these services is recognized monthly during the month the services are rendered. The Company also offers its VIPs the ability to provide MyoCorrect to the VIP’s patients as part of treatment with The Vivos Method. The program includes packages of treatment sessions that are sold to the VIPs, and resold to their patients. Revenue for MyoCorrect services is recognized over the 12-month performance period as therapy sessions occur. Allocation of Revenue to Performance Obligations The Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each performance obligation based on relative fair values. These fair values approximate the prices for the relevant performance obligation that would be charged if those services were sold separately, and are recognized over the relevant service period of each performance obligation. After allocation to the performance obligations, any remainder is allocated to the right to sell under the residual method and is recognized over the estimated customer life. In general, revenues are separated between durable medical equipment (product revenue) and education and training services (service revenue). Treatment of Discounts and Promotions From time to time, the Company offers various discounts to its customers. These include the following: 1) Discount for cash paid in full 2) Conference or trade show incentives, such as subscription enrollment into the SleepImage ® ® 3) Negotiated concessions on annual enrollment fee 4) Credits/rebates to be used towards future product orders such as lab rebates The amount of the discount is determined up front prior to the sale. Accordingly, measurement is determined before the sale occurs and revenue is recognized based on the terms agreed upon between the Company and the customer over the performance period. In rare circumstances, a discount has been given after the sale during a conference which is offering a discount to full price. In this situation revenue is measured and the change in transaction price is allocated over the remaining performance obligation. The amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale. Prior to the sale, the customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides. The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period. At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the reporting period and any changes in circumstances during the reporting period. Product Revenue In addition to revenue from services, the Company also generates revenue from the sale of its line of oral devices and preformed guides (known as appliances or systems) to its customers, the VIP dentists. These include the DNA appliance ® ® The Company’s appliances are similar to a retainer that is worn in the mouth after braces are removed. Each appliance is unique and is fitted to the patient. The Company utilizes its network of certified VIPs throughout the United States and in some non-U.S. jurisdictions to sell the appliances to their customers as well as in two dental centers that the Company operates. The Company utilizes third party contract manufacturers or labs to produce its unique, patented appliances and preformed guides. The manufacturer designated by the Company produces the appliance in strict adherence to the Company’s patents, design files, treatments, processes and procedures and under the direction and specific instruction of the Company, ships the appliance to the VIP who ordered the appliance from the Company. All of the Company’s contract manufacturers are required to follow the Company’s master design files in production of appliances or the lab will be in violation of the FDA’s rules and regulations. The Company performed an analysis under ASC 606-10-55-36 through 55-40 and concluded it is the principal in the transaction and is reporting revenue gross. The Company bills the VIP the contracted price for the appliance which is recorded as product revenue. Product revenue is recognized once the appliance ships to the VIP under the direction of the Company. In support of the VIPs using the Company’s appliances for their patients, the Company utilizes a team of trained technicians to measure, order and fit each appliance. Upon scheduling the patient (which is the Company’s customer in this case), the center takes a deposit and reviews the patient’s insurance coverage. Revenue is recognized differently for Company owned centers than for revenue from VIPs. The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted and provided to the patient. The Company offers certain dentists (known as Clinical Advisors) discounts from standard VIP pricing. This is done to help encourage Clinical Advisors, who help the VIPs with technical aspects of the Company’s products, to purchase Company products for their own practices. In addition, from time to time, the Company offers credits to incentivize VIPs to adopt the Company’s products and increase case volume within their practices. These incentives are recorded as a liability at issuance and deducted from the related product sale at the time the credit is used. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, the determination of customer life and breakage related to recognizing revenue for VIP contracts, impairment of goodwill and long-lived assets; valuation assumptions for assets acquired in asset acquisitions; valuation assumptions for stock options, warrants, warrant liabilities and equity instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations will be affected. Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Accounts Receivable, Net Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Accounts receivables are stated at the net amount expected to be collected, using an expected credit loss methodology to determine the allowance for expected credit losses. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for expected credit losses based on a combination of factors, including the aging of the receivables, historical collection trends, and charge-offs. When the Company is aware of a customer’s inability to meet its financial obligation, the Company may individually evaluate the related receivable to determine the allowance for expected credit losses. The Company uses specific criteria to determine uncollectible receivables to be charged-off, including bankruptcy filings, the referral of customer accounts to outside parties for collection, and the length that accounts remain past due. Property and Equipment, Net Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which ranges from 4 5 5 7 Intangible Assets, Net Intangible assets consist of assets acquired from First Vivos and costs paid to (i) MyoCorrect, from whom the Company acquired certain assets related to its OMT service in March 2021, (ii) Lyon Management and Consulting, LLC and its affiliates (“Lyon Dental”), from whom the Company acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software underlying AireO2) for work related to the Company’s acquired patents, intellectual property and customer contracts and (iii) AFD, from whom the Company acquired certain U.S. and international patents, trademarks, product rights, and other miscellaneous intellectual property in March 2023. The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets, which approximates 5 years (See Note 5). The costs paid to MyoCorrect, Lyon Dental and AFD for patents and intellectual property are amortized over the life of the underlying patents, which approximates 15 Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. We test for impairment annually as of December 31. There were no quantitative or qualitative indicators of impairment that occurred for the year ended December 31, 2022, and for the three or nine months ended September 30, 2023 and accordingly, no impairment was required. Impairment of Long-lived Assets We review and evaluate the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an adverse action or assessment by a regulator. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. There were no quantitative or qualitative indicators of impairment that occurred for the year ended December 31, 2022, and for the three or nine months ended September 30, 2023 and accordingly, no impairment was required. Equity Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. Accounting for Payroll Protection Program Loan The Company accounted for its U.S. Small Business Administration’s (“SBA”) Payroll Protection Program (“PPP”) loan as a debt instrument under ASC 470, Debt 1.3 Employee Retention Tax Credit The employee retention tax credit (“ERTC”) for 2020 was established under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (the “Relief Act”). The ERTC provided for changes in the employee retention credit for 2020 and provided an additional credit for the first, second and third calendar quarters of 2021. Employers are eligible for the credit if they experienced either a full or partial suspension of operations during any calendar quarter because of governmental orders due to the COVID-19 pandemic or if they experienced a significant decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 and the corresponding quarters in 2019. The ERTC is a refundable credit that employers can claim on qualified wages paid to employees, including certain health insurance costs. According to the Internal Revenue Service (“IRS”) Notice 2021-20, “Guidance on the Employee Retention Credit under Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act,” the period during which there is a significant decline in gross receipts is determined by identifying the first quarter in 2020 in which the gross receipts are less than 50 Section 2301(c)(3)(A)(ii) of the CARES Act also provides that if an eligible employer averaged 100 or fewer employees in 2019 (a “small eligible employer”), qualified wages are those wages paid by the eligible employer with respect to an employee during any period described in section 2301(c)(2)(A)(ii)(I) of the CARES Act (relating to a calendar quarter for which the operation of a trade or business is fully or partially suspended due to a governmental order) or during a calendar quarter within the period described in section 2301(c)(2)(A)(ii)(II) of the CARES Act (relating to a significant decline in gross receipts). The Company averaged fewer than 80 employees in 2019 and is therefore considered a small eligible employer under the CARES Act. Healthcare plan expenses were not included in the analysis, although they are eligible if an employee has paid health insurance through their paycheck. Section 2301(c)(5)(B) of the CARES Act provides that “wages” include amounts paid by an eligible employer to provide and maintain a group health plan (as defined in section 5000(b)(1) of the Code), but only to the extent that the amounts are excluded from the gross income of employees by reason of section 106(a) of the Code. The Company pays the first $500 of healthcare insurance for each employee, which generally covers the monthly cost of their insurance. Because of this, the Company conservatively did not include any of the cost of insurance in its analysis. Additionally, PPP loan amounts were deducted from the amount of total wages paid before calculating the qualified ERTC wages. The Company applied for the ERTC using Vivos Therapeutics Inc.’s payroll, which covers 95% of its employees As indicated above, for 2020, companies were eligible for a credit equal to 50 percent of the first ten thousands of qualified wages paid per employee in the aggregate of each eligible quarter. Therefore, the maximum ERTC for the Company for 2020 is five thousand ($5,000) per employee. For the second and fourth quarters of 2020, the total eligible credit was limited to approximately $0.5 million For 2021, the ERTC was 70 0.7 Contingencies 1.2 Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. Share-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company estimates the expected term using the simplified method which is the average of the vesting term and the contractual term of the respective options. The Company determines the expected price volatility based on the historical volatilities of shares of the Company’s peer group as the Company does not have a sufficient trading history for its Common Stock. Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life cycle and financial leverage. The Company intends to continue to c | NOTE 1 - ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES Organization BioModeling Solutions, Inc. (“BioModeling”) was organized on March 20, 2007 as an Oregon limited liability company, and subsequently incorporated in 2013. On August 16, 2016, BioModeling entered into a share exchange agreement (the “SEA”) with First Vivos, Inc. (“First Vivos”), and Vivos Therapeutics, Inc. (“Vivos”), a Wyoming corporation established on July 7, 2016 to facilitate this share exchange combination transaction. Vivos was formerly named Corrective BioTechnologies, Inc. until its name changed on September 6, 2016 to Vivos Biotechnologies and on March 2, 2018 to Vivos Therapeutics, Inc. and had no substantial pre-combination business activities. First Vivos was incorporated in Texas on November 10, 2015. Pursuant to the SEA, all of the outstanding shares of common stock and warrants of BioModeling and all of the shares of common stock of First Vivos were exchanged for newly issued shares of common stock and warrants of Vivos, the legal acquirer. The transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting and accounting purposes. Upon the consummation of the merger, the historical financial statements of BioModeling became the Company’s historical financial statements and recorded at their historical carrying amounts. On August 12, 2020, Vivos reincorporated from Wyoming to become a domestic Delaware corporation under Delaware General Corporate Law. Accordingly, as used herein, the term “the Company,” “we,” “us.” “our” and similar terminology refer to Vivos Therapeutics, Inc., a Delaware corporation and its consolidated subsidiaries. As used herein, the term “Common Stock” refers to the common stock, $ 0.0001 Description of Business The Company is a medical technology company focused on the development and commercialization to dental practices of a patented oral appliance technology and related treatments and training called The Vivos Method. The Company believes The Vivos Method represents the first non-surgical, non-invasive and cost-effective treatment for people with dentofacial abnormalities and/or mild to moderate OSA and snoring in adults. The Company’s business model is focused around dentists, and the Company’s program to train dentists and offer them other value-added services in connection with their ordering and use of The Vivos Method for patients is called the Vivos Integrated Practice (“VIP”) program. Dentists enrolled in the VIP Program are referred to as “VIPs”. In addition to providing VIPs with appliances for use with their patients, the Company offers other products and services to VIPs, including (i) SleepImage ® 6 %) to eight ( 8 %) percent of all net revenue from sleep-related services as well as development fees and (v) MyoCorrect, a service through which VIPs can provide orofacial myofunctional therapy (“OMT”) to patients via telemedicine technology (“MyoCorrect”). Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries (BioModeling, First Vivos, Vivos Therapeutics (Canada) Inc., Vivos Management and Development, LLC, Vivos Del Mar Management, LLC, Vivos Modesto Management, LLC, Vivos Therapeutics DSO LLC, a Colorado limited liability company, and Vivos Airway Alliances, LLC, a Colorado limited liability company), are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company currently expects to retain its status as an emerging growth company until the year ending December 31, 2026, but this status could end sooner under certain circumstances. Revenue Recognition The Company generates revenue from the sale of products and services. A significant majority of the Company’s revenues are generated from enrolling dentists in the VIP program and sales of products and services to VIPs. Revenue is recognized when control of the products or services is transferred to customers (i.e., VIP dentists ordering such products or services for their patients) in a way that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Following the guidance of ASC Topic 606, Revenue from Contracts with Customers Leases , 1) identification of the promised goods or services in the contract; 2) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; 3) measurement of the transaction price, including the constraint on variable consideration; 4) allocation of the transaction price to the performance obligations; and 5) recognition of revenue when, or as the Company satisfies each performance obligation. Service Revenue VIP Enrollment Revenue The Company reviews its VIP enrollment contracts from a revenue recognition perspective using the 5-step method outlined above. Once it is determined that a contract exists (a VIP enrollment agreement is executed and payment is received), service revenue related to VIP enrollments is recognized when the underlying services are performed. The price of the standard VIP enrollment that the VIP pays upon execution of the contract is significant, running at approximately $ 31,500 2,500 50,000 The Company enters into programs that may provide for multiple performance obligations. Commencing in 2018, the Company began enrolling medical and dental professionals in a one-year program (later known as the VIP Program) which includes training in a highly personalized, deep immersion workshop format which provides the VIP dentist access to a team who is dedicated to creating a successful integrated practice. The key topics covered in training include case selection, clinical diagnosis, appliance design, adjunctive therapies, instructions on ordering the Company’s products, guidance on pricing, instruction on insurance reimbursement protocols and interacting with our proprietary software system and the many features on the Company’s website. The initial training and educational workshop are typically provided within the first 30 to 45 days that a VIP enrolls. Ongoing support and additional training are provided throughout the year and includes access to the Company’s proprietary Airway Intelligence Service (“AIS”) which provides the VIP with resources to help simplify the diagnostic and treatment planning process. AIS is provided as part of the price of each appliance and is not a separate revenue stream. Following the year of training and support, a VIP may pay for seminars and training courses that meet the Provider’s needs on a subscription or a course-by-course basis. VIP enrollment fees include multiple performance obligations which vary on a contract by contract basis. The performance obligations included with enrollments may include sleep apnea rings, a six or twelve months BIS subscription, a marketing package, lab credits and the right to sell our appliances. The Company allocates the transaction price of a VIP enrollment contract to each performance obligation under such contract using the relative standalone selling price method. The relative standalone price method is based on the proportion of the standalone selling price of each performance obligation to the sum of the total standalone selling prices of all the performance obligations in the contract. The right to sell is similar to a license of intellectual property because without it the VIP cannot purchase appliances from the Company. The right to sell performance obligation includes the Vivos training and enrollment materials which prepare dentists for treating their patients using The Vivos Method. Because the right to sell is never sold outside of VIP contracts, and VIP contracts are sold for varying prices, the Company believes that it is appropriate to estimate the standalone selling price of this performance obligation using the residual method. As such, the observable prices of other performance obligations under a VIP contract will be deducted from the contract price, with the residual being allocated to the right to sell performance obligation. The Company uses significant judgements in revenue recognition including an estimation of customer life over which it recognizes the right to sell. The Company has determined that VIPs who do not complete sessions 1 and 2 of training rarely complete training at all and fail to participate in the VIP program long term. Since the beginning of the VIP program, just under one-third of new VIP members fall into this category, and the revenue allocated to the right to sell for those VIPs is accelerated at the time in which it becomes remote that a VIP will continue in the program. Revenue is recognized in accordance with each individual performance obligation unless it becomes remote the VIP would continue, at which time the remainder of review is accelerated and recognized in the following month. Those VIPs who complete training typically remain active for a much longer period, and revenue from the right to sell for those VIPs is recognized over the estimated period of which those VIPs will remain active. Because of various factors occurring year to year, the Company has estimated customer life for each year a contract is initiated. The estimated customer lives are calculated separately for each year and have been estimated at 15 months for 2020, 14 months for 2021 and 18 months for 2022. The right to sell is recognized on a sum of the years’ digits method over the estimated customer life for each year as this approximates the rate of decline in VIPs purchasing behaviors we have observed. Other Service Revenue In addition to VIP enrollment service revenue, in 2020 the Company launched BIS, an additional service on a monthly subscription basis, which includes the Company’s AireO2 medical billing and practice management software. Revenue for these services is recognized monthly during the month the services are rendered. Also, the Company offers its VIPs the ability to provide MyoCorrect to the VIP’s patients as part of treatment with The Vivos Method. The program includes packages of treatment sessions that are sold to the VIPs, and resold to their patients. Revenue for MyoCorrect services is recognized over the 12-month performance period as therapy sessions occur. Allocation of Revenue to Performance Obligations The Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each performance obligation based on relative fair values. These fair values approximate the prices for the relevant performance obligation that would be charged if those services were sold separately, and are recognized over the relevant service period of each performance obligation. After allocation to the performance obligations, any remainder is allocated to the right to sell under the residual method and is recognized over the estimated customer life. In general, revenues are separated between durable medical equipment (product revenue) and education and training services (service revenue). Treatment of Discounts and Promotions From time to time, the Company offers various discounts to its customers. These include the following: 1) Discount for cash paid in full 2) Conference or trade show incentives, such as subscription enrollment into the SleepImage ® ® 3) Negotiated concessions on annual enrollment fee 4) Credits/rebates to be used towards future product orders such as lab rebates The amount of the discount is determined up front prior to the sale. Accordingly, measurement is determined before the sale occurs and revenue is recognized based on the terms agreed upon between the Company and the customer over the performance period. In rare circumstances, a discount has been given after the sale during a conference which is offering a discount to full price. In this situation revenue is measured and the change in transaction price is allocated over the remaining performance obligation. The amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale. Prior to the sale, the customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides. The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period. At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the reporting period and any changes in circumstances during the reporting period. Product Revenue In addition to revenue from services, the Company also generates revenue from the sale of its patented oral devices and preformed guides (known as appliances or systems) to its customers, the VIP dentists. Revenue from the appliance sale is recognized when control of product is transferred to the VIP in an amount that reflects the consideration it expects to be entitled to in exchange for those products. The VIP in turn charges the VIP’s patient and or patient’s insurance a fee for the appliance and for his or her professional services in measuring, fitting, installing the appliance and educating the patient as to its use. The Company is contracted with VIPs for the sale of the appliance and is not involved in the sale of the products and services from the VIP to the VIP’s patient. The appliance is similar to a retainer that is worn after braces are removed. Each appliance is unique and is fitted to the patient. The Company utilizes its network of certified VIPs throughout the United States and in some non-U.S. jurisdictions to sell the appliances to their customers as well as in two centers that the Company operates. The Company utilizes third party contract manufacturers or labs to produce its unique, patented appliances and preformed guides. The manufacturer designated by the Company produces the appliance in strict adherence to the Company’s patents, design files, treatments, processes and procedures and under the direction and specific instruction of the Company, ships the appliance to the VIP who ordered the appliance from the Company. All of the Company’s contract manufacturers are required to follow the Company’s master design files in production of appliances or the lab will be in violation of the FDA’s rules and regulations. The Company performed an analysis under ASC 606-10-55-36 through 55-40 and concluded it is the principal in the transaction and is reporting revenue gross. The Company bills the VIP the contracted price for the appliance which is recorded as product revenue. Product revenue is recognized once the appliance ships to the VIP under the direction of the Company. Within each center, the Company utilizes a team of medical professionals to measure, order and fit each appliance. Upon scheduling the patient (which is the Company’s customer in this case), the center takes a deposit and reviews the patient’s insurance coverage. Revenue is recognized differently for Company owned centers than for revenue from VIPs. The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted and provided to the patient. The Company offers certain dentists (known as Clinical Advisors) discounts from standard VIP pricing. This is done to help encourage Clinical Advisors, who help the VIPs with technical aspects of the Company’s products, to purchase Company products for their own practices. In addition, from time to time, the Company offers credits to incentivize VIPs to adopt the Company’s products and increase case volume within their practices. These performance obligations are recorded as revenue in future periods over the life of the credit. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, the determination of customer life and breakage related to recognizing revenue for VIP contracts, notes receivable, impairment of goodwill and long-lived assets; valuation assumptions for assets acquired in business combinations; valuation assumptions for stock options, warrants and equity instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations will be affected. Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Accounts Receivable, Net The accounts receivable in the accompanying financial statements are stated at the amounts management expects to collect. The Company performs credit evaluations of its customers’ financial condition and may require a prepayment for a portion of the services to be performed. The Company reduces accounts receivable by estimating an allowance that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on its judgements in evaluating the aging of the receivables and the financial condition of our clients. Property and Equipment, Net Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which ranges from 4 5 Intangible Assets, Net Intangible assets consist of assets acquired from First Vivos and costs paid to (i) MyoCorrect, LLC (“MyoCorrect LLC”), from whom the Company acquired certain assets related to its OMT service in March 2021 and (ii) Lyon Management and Consulting, LLC and its affiliates (“Lyon Dental”), from whom the Company acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software underlying AireO2) for work related to the Company’s acquired patents, intellectual property and customer contracts. The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets, which approximates 5 years (See Note 5). The costs paid to MyoCorrect LLC and Lyon Dental for patents and intellectual property are amortized over the life of the underlying patents, which approximates 15 Goodwill Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. We test for impairment annually as of December 31. There were no quantitative or qualitative indicators of impairment that occurred for the year ended December 31, 2022 and accordingly, no impairment was required. Impairment of Long-lived Assets We review and evaluate the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an adverse action or assessment by a regulator. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. There were no quantitative or qualitative indicators of impairment that occurred for the year ended December 31, 2022 and accordingly, no impairment was required. Equity Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. Accounting for Payroll Protection Program Loan The Company accounted for its U.S. Small Business Administration’s (“SBA”) Payroll Protection Program (“PPP”) loan as a debt instrument under ASC 470, Debt 1.3 Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. Share-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company estimates the expected term using the simplified method which is the average of the vesting term and the contractual term of the respective options. The Company determines the expected price volatility based on the historical volatilities of shares of the Company’s peer group as the Company does not have a sufficient trading history for its Common Stock. Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life cycle and financial leverage. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures and cancellations in the period that the forfeiture and cancellations occurs, rather than estimating the number of awards that are not expected to vest in accounting for stock-based compensation. Research and Development Costs related to research and development are expensed as incurred and include costs associated with research and development of new products and enhancements to existing products. Research and development costs incurred were less than $ 0.2 Leases Operating leases are included in operating lease right-of-use (“ROU”) asset, accrued expenses, and operating lease liability - current and non-current portion in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date as the rate implicit in the lease is not readily determinable. The determination of our incremental borrowing rate requires management judgment based on information available at lease commencement. The operating lease ROU assets also include adjustments for prepayments, accrued lease payments and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Operating lease cost is recognized on a straight-line basis over the expected lease term. Lease agreements entered into after the adoption of ASC 842 that include lease and non-lease components are accounted for as a single lease component. Lease agreements with a noncancelable term of less than 12 months are not recorded on our balance sheets. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive. Recent Accounting Pronouncements Presented below is a discussion of new accounting standards including deadlines for adoption assuming that the Company retains its designation as an EGC. Standards Required to be Adopted in Future Years. In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not currently expected to have a material impact on the Company’s financial statements upon adoption. Recently Adopted Standards. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases Targeted Improvements 1.9 1.2 0.3 0.4 In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes |
LIQUIDITY AND ABILITY TO CONTIN
LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Liquidity And Ability To Continue As Going Concern | ||
LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN | NOTE 2 - LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN The financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has incurred losses since inception, including $ 9.3 17.8 88.8 Net cash used in operating activities amounted to approximately $ 9.2 16.6 10.3 As of September 30, 2023, the Company had approximately $ 1.0 The Company previously disclosed that its goal was to decrease costs and increase revenues during 2023 with the aim of becoming cash flow positive from operations by the first quarter of 2024 without the need for additional financing, if possible. The Company has successfully implemented cost savings measures and significantly reduced cash used in operations. However, sales have not grown during 2023 as anticipated as our product offerings and strategies are refined. As such, the Company now anticipates that it will be required to obtain additional financing to satisfy its cash needs, as management continues to work towards increasing revenue and achieving cash flow positive operations in the foreseeable future. Until a state of cash flow positivity is reached, management is reviewing all options to obtain additional financing to fund operations. This financing is expected to come primarily from the issuance of equity securities in order to sustain operations until the Company can achieve profitability and positive cash flows, if ever. There can be no assurances, however, that adequate additional funding will be available on favorable terms, or at all. If such funds are not available in the future, the Company may be required to delay, significantly modify or terminate some or all of its operations, all of which could have a material adverse effect on the Company and stockholders. The Company does not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources. | NOTE 2 - LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN The financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As of December 31, 2022, the Company had an accumulated deficit of approximately $ 79.5 23.8 19.6 8.9 As of December 31, 2022, the Company had approximately $ 3.5 The Company will be required to obtain additional financing and expects to satisfy its cash needs primarily from the issuance of equity securities or indebtedness in order to sustain operations until it can achieve profitability and positive cash flows, if ever. There can be no assurances, however, that adequate additional funding will be available on favorable terms, or at all. If such funds are not available in the future, the Company may be required to delay, significantly modify or terminate its operations, all of which could have a material adverse effect on the Company. The Company does not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. |
REVENUE, CONTRACT ASSETS AND CO
REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES | NOTE 3 - REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES Net Revenue For the three months and nine months ended September 30, 2023 and 2022, the components of revenue from contracts with customers and the related timing of revenue recognition is set forth in the table below (in thousands): SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Product revenue: Appliance sales to VIPs $ 1,423 (1) $ 1,909 (1) $ 4,641 (1) $ 5,846 (1) Center revenue 43 105 142 511 Total product revenue 1,466 2,014 4,783 6,357 Service revenue VIP 980 1,553 3,184 3,603 (2) Billing intelligence services 218 (3) 265 (3) 651 (3) 937 (3) Sleep testing services 308 132 882 342 Myofunctional therapy services 228 190 666 667 Sponsorship/seminar/other 101 92 387 168 Total service revenue 1,835 2,232 5,770 5,717 Total revenue $ 3,301 $ 4,246 $ 10,553 $ 12,074 (1) Appliance revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment of the related products occurs. (2) VIP revenue disclosed above for the nine months ended September 30, 2022, includes a cumulative adjustment from prior years of approximately $ 0.4 (3) BIS revenue from subscription contracts is typically fixed at inception of the contract and is recognized ratably over time as the services are performed and the performance obligations completed. Revenue disclosed above for nine months ended September 30, 2022, includes a cumulative adjustment from prior years of approximately $ 0.1 Changes in Contract Liabilities The key components of changes in contract liabilities for the three months and nine months ended September 30, 2023 and 2022 are as follows (in thousands): SCHEDULE OF CONTRACT LIABILITY September 30, 2023 2022 Beginning balance, January 1 $ 3,038 $ 2,399 New contracts, net of cancellations 1,255 1,183 Revenue recognized (1,396 ) (1,421 ) Ending balance, March 31 $ 2,897 $ 2,161 New contracts, net of cancellations 794 1,556 Revenue recognized (1,068 ) (1,320 ) Ending balance, June 30 $ 2,623 $ 2,397 New contracts, net of cancellations 1,046 1,950 Revenue recognized (1,056 ) (1,766 ) Ending balance, September 30 $ 2,613 $ 2,581 Current portion of deferred revenue is approximately $ 2.4 0.3 0.9 0.4 1.1 Changes in Accounts Receivable Our customers are billed based on fees agreed upon in each customer contract. Receivables from customers were $ 0.2 0.5 0.3 0.7 Shipping Costs Shipping costs for product deliveries to customers are expensed as incurred and totaled approximately $ 0.1 0.2 | NOTE 3 - REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES Net Revenue For the years ended December 31, 2022 and 2021, the components of revenue from contracts with customers and the related timing of revenue recognition is set forth in the table below (in thousands): SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS Year Ended December 31, 2022 2021 Product revenue: Appliance sales to VIPs $ 7,820 $ 6,040 (1) Center revenue 561 480 Total product revenue 8,381 6,520 Service revenue VIP 4,838 8,517 (3) Billing intelligence services 1,170 905 (2) Management service revenue (includes MID) 63 313 Myofunctional therapy services 927 341 Sponsorship/seminar/other 645 289 Total service revenue 7,643 10,365 Total revenue $ 16,024 $ 16,885 (1) Revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment of the related products occurs. (2) Revenue from maintenance and subscription contracts is typically fixed at inception of the contract and is recognized ratably over time as the services are performed and the performance obligations completed. Revenue disclosed above for year ended December 31, 2022, includes a cumulative adjustment from prior years of approximately $ 0.1 (3) Revenue disclosed above for the year ended December 31, 2022, includes a cumulative adjustment from prior years of approximately $ 0.4 Changes in Contract Liabilities The key components of changes in contract liabilities for the years ended December 31, 2022 and 2021 are as follows (in thousands): SCHEDULE OF CONTRACT LIABILITY December 31 2022 2021 Beginning balance, January 1 $ 2,399 $ 2,938 New contracts, net of cancellations 6,567 7,978 Revenue recognized (5,928 ) (8,517 ) Ending balance, December 31 $ 3,038 $ 2,399 Current portion of deferred revenue is approximately $ 2.9 Shipping Costs Shipping costs for product deliveries to customers are expensed as incurred and totaled approximately $ 0.1 0.4 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET As of September 30, 2023 and December 31, 2022, property and equipment consist of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Furniture and equipment $ 1,321 $ 1,265 Leasehold improvements 2,479 2,479 Construction in progress 1,268 948 Molds 405 143 Gross property and equipment 5,473 4,835 Less accumulated depreciation (2,190 ) (1,753 ) Net Property and equipment $ 3,283 $ 3,082 Leasehold improvements relate to the Vivos Institute (the Company’s 15,000 0.2 0.5 0.3 | NOTE 4 - PROPERTY AND EQUIPMENT, NET As of December 31, 2022 and 2021, property and equipment consist of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Furniture and equipment $ 1,265 $ 1,394 Leasehold improvements 2,479 2,387 Construction in progress 948 212 Molds 143 75 Gross property and equipment 4,835 4,068 Less accumulated depreciation (1,753 ) (1,243 ) Net Property and equipment $ 3,082 $ 2,825 Leasehold improvements relate to the Vivos Institute (the Company’s 15,000 0.6 0.4 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 - GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill of $ 2.8 SCHEDULE OF GOODWILL Acquisitions September 30, 2023 December 31, 2022 BioModeling $ 2,619 $ 2,619 Empowered Dental 52 52 Lyon Dental 172 172 Total goodwill $ 2,843 $ 2,843 Intangible Assets As of September 30, 2023 and December 31, 2022, identifiable intangible assets were as follows (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLES September 30, 2023 December 31, 2022 Patents and developed technology $ 2,302 $ 2,136 Trade name 330 330 Other 27 27 Total intangible assets 2,659 2,493 Less accumulated amortization (2,226 ) (2,191 ) Net intangible assets $ 433 $ 302 Amortization expense of identifiable intangible assets was less than $ 0.1 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS Nine Months Ending September 30, 2023 (remaining three months) 12 2024 50 2025 50 2026 35 2027 29 Thereafter 257 Total $ 433 | NOTE 5 - GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill of $ 2.8 SCHEDULE OF GOODWILL December 31, Acquisitions 2022 2021 BioModeling $ 2,619 $ 2,619 Empowered Dental 52 52 Lyon Dental 172 172 Total goodwill $ 2,843 $ 2,843 As described in Note 1 above, on August 16, 2016, BioModeling entered into the SEA with First Vivos and Vivos. The transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting and accounting purposes. As a result of the transaction, we identified intangible assets of $ 2.1 2.6 In November 2018, the Company entered into an asset purchase agreement with Empowered Dental Lab, LLC, a Utah limited liability company (“Empowered Dental”), under which the Company agreed to purchase certain inventory and assets from Empowered Dental in exchange for total consideration of $ 75,000 52,000 On April 14, 2021, the Company acquired certain assets of Lyon Dental. The business acquisition allowed the Company to expand and enhance its current medical billing practice services under the name AireO2, which services are provided through the Company’s BIS offering. The consideration transferred includes $ 0.2 million in cash and a warrant to purchase 1,000 shares of Common Stock at a price of $ 222.50 per share fair valued using a Black-Scholes Model as of April 14, 2021 for a total of $ 0.2 million, when combined the total consideration exchanged is $ 0.4 million, the excess of the consideration transferred over the fair value of the acquired assets was allocated to goodwill. Intangible Assets As of December 31, 2022 and 2021, identifiable intangible assets were as follows (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLES 2022 2021 December 31, 2022 2021 Patents and developed technology $ 2,136 $ 2,136 Trade name 330 330 Other 27 27 Total intangible assets 2,493 2,493 Less accumulated amortization (2,191 ) (2,152 ) Net intangible assets $ 302 $ 341 Amortization expense of identifiable intangible assets was less than $ 0.1 0.3 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS As of December 31, 2023 39 2024 39 2025 39 2026 23 2027 18 Thereafter 144 Total $ 302 |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
OTHER FINANCIAL INFORMATION | NOTE 6 - OTHER FINANCIAL INFORMATION Accrued Expenses As of September 30, 2023 and December 31, 2022, accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES September 30, 2023 December 31, 2022 Accrued payroll $ 1,203 $ 1,358 Accrued legal and other 680 473 Lab rebate liabilities 39 81 Total accrued liabilities $ 1,922 $ 1,912 | NOTE 6 - OTHER FINANCIAL INFORMATION Accrued Expenses Accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 Accrued payroll $ 1,358 $ 1,397 Accrued legal and other 473 990 Lab rebate liabilities 81 466 Total accrued expenses $ 1,912 $ 2,853 |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
PREFERRED STOCK | NOTE 7 - PREFERRED STOCK The Company’s Board of Directors has authority to issue up to 50,000,000 50,000,000 | NOTE 8 - PREFERRED STOCK The Company’s Board of Directors has authority to issue up to 50,000,000 50 |
COMMON STOCK
COMMON STOCK | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Common Stock | ||
COMMON STOCK | NOTE 8 - COMMON STOCK The Company is authorized to issue 200,000,000 On January 9, 2023, the Company closed a private placement (the “January 2023 Private Placement”) pursuant to which the Company agreed to issue and sell 80,000 186,667 266,667 7.4 0.6 On February 28, 2023, the Company acquired certain U.S. and international patents, patent applications, trademarks, product rights, and other miscellaneous intellectual property from AFD. Pursuant to the asset acquisition the Company agreed to issue 10,000 50,000 0.2 0.2 In addition, the Company entered into an employment agreement with Dr. Scott Simonetti, DDS, the founder and Chief Executive Officer of AFD, as part-time Senior Director of Research and Development for an annual salary of approximately $ 0.1 million and a five-year warrant to purchase up to 16,000 shares of Common Stock with an exercise price of $ 15.25 per share; provided, however, that the shares of Common Stock underlying such warrant are subject to vesting only upon the achievement of specified milestones related to new FDA authorizations for the intangible assets acquired. As disclosed above, on October 25, 2023 (the “Effective Date”), the Company effected a Reverse Stock Split of its outstanding shares of common stock at a ratio of 1-for-25 29,928,786 1,197,258 The number of shares of Common Stock available for issuance under the Company’s equity incentive plans and the Common Stock issuable pursuant to outstanding equity awards and common stock purchase warrants immediately prior to the Reverse Stock Split were proportionately adjusted by the ratio of the Reverse Stock Split. The exercise prices of such outstanding options and warrants were also adjusted in accordance with their respective terms. The number of authorized shares of common stock was not affected by the Reverse Stock Split. See Note 15 for additional information. | NOTE 9 - COMMON STOCK The Company is authorized to issue 200,000,000 On October 25, 2023, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-25 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock Options And Warrants | ||
STOCK OPTIONS AND WARRANTS | NOTE 9 - STOCK OPTIONS AND WARRANTS Stock Options In 2017, the Company’s shareholders approved the adoption of a stock and option award plan (the “2017 Plan”), under which shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards. The 2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. The Company’s shareholders have approved a total reserve of 53,333 In April 2019, the Company’s shareholders approved the adoption of a stock and option award plan (the “2019 Plan”), under which shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards. The 2019 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. The Company’s shareholders originally approved a total reserve of 13,333 81,334 94,667 On September 22, 2023, stockholders approved an amendment to the Company’s 2019 Plan to increase the number of shares of Company common stock authorized to be issued pursuant to the 2019 Plan by 80,000 94,667 174,667 During the three months ended September 30, 2023 and 2022, the Company issued stock options to purchase 3,300 600 8.50 36.25 16,000 22,800 10.00 57.50 8.50 187.50 4,000 20,933 SCHEDULE OF STOCK OPTIONS 2023 Shares Price (1) Term (2) Outstanding, at December 31, 2022 145 $ 72.25 3.3 Granted 16 - Forfeited (24 ) - Exercised - - Outstanding, at September 30 137 (3) 69.75 3.7 Exercisable, at September 30 88 (4) 85.75 3.1 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of September 30, 2023, the aggregate intrinsic value of stock options outstanding was $ 0 (4) As of September 30, 2023, the aggregate intrinsic value of exercisable stock options was $ 0 For the nine months ended September 30, 2023, the valuation assumptions for stock options granted under the 2017 Plan and the 2019 Plan were estimated on the date of grant using the BSM option-pricing model with the following weighted-average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE September 30, 2023 Grant date closing price of Common Stock $ 10.00 Expected term (years) 3.5 Risk-free interest rate 3.9 % Volatility 102 % Dividend yield 0 % Based on the assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the nine months ended September 30, 2023 was $ 10 For the three months ended September 30, 2023 and 2022, the Company recognized approximately $ 0.4 1.0 1.6 2.0 3.7 Warrants The following table sets forth activity with respect to the Company’s warrants to purchase Common Stock for the nine months ended September 30, 2023 (shares in thousands): SCHEDULE OF WARRANT OUTSTANDING 2023 Shares Price (1) Term (2) Outstanding, at December 31, 2022 145 $ 136.8 2.5 Grants of warrants: Consultants for services 86 (3) Private placement 453 (4) Exercised (187 ) (5) Forfeited (2 ) Outstanding, September 30 496 (6) 59.5 5.7 Exercisable, September 30 429 (7) 62.2 3.9 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the warrants expire. (3) In February 2023, the Company granted warrants to consultants in exchange for business development, product development and distribution. Warrants issued in February 2023 provide for the purchase of an aggregate of 84,000 22.75 15.25 1.3 1,500 10.25 0.1 900 8.50 0.1 0.7 (4) In January 2023, the Company granted warrants in connection with a private placement consisting of pre-funded warrants to purchase up to an aggregate of 186,667 0.0001 266,667 30 14.5 (5) In March 2023, the Company issued an aggregate of 186,667 (6) As of September 30, 2023, the aggregate intrinsic value of warrants outstanding was $ 0 (7) As of September 30, 2023, the aggregate intrinsic value of warrants exercisable was $ 0 For the nine months ended September 30, 2023, the valuation assumptions for warrants issued were estimated on the measurement date using the BSM option-pricing model with the following weighted-average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2023 Measurement date closing price of Common Stock (1) $ 18.25 Contractual term (years) (2) 5.0 Risk-free interest rate 4.2 % Volatility 102 % Dividend yield 0 % (1) Weighted average grant price. (2) The valuation of warrants is based on the expected term. | NOTE 10 - STOCK OPTIONS AND WARRANTS Stock Options In 2017, the Company’s shareholders approved the adoption of a stock and option award plan (the “2017 Plan”), under which shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards. The 2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. The Company’s shareholders have approved a total reserve of 53,333 shares of Common Stock for issuance under the 2017 Plan. In April 2019, the Company’s shareholders approved the adoption of a stock and option award plan (the “2019 Plan”), under which shares were reserved for future issuance for Common Stock options, restricted stock awards and other equity awards. The 2019 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors. The Company’s shareholders originally approved a total reserve of 13,334 shares of Common Stock for issuance under the 2019 Plan. At each of the Company’s annual meeting of stockholders held in 2020 and 2021, the Company’s stockholders approved amendments to the 2019 Plan to increase the number of shares of Common Stock available for issuance thereunder by an aggregate of 81,333 shares of Common Stock such that, after such amendments, and prior to any grants, 94,667 shares of Common Stock were available for issuance. During the years ended December 31, 2022 and 2021, the Company issued stock options to purchase 78,967 and 38,760 shares of Common Stock at a weighted average exercise price of $ 25.25 and $ 130.75 per share respectively, to certain members of the Board of Directors, employees and consultants. The stock options allow the holders to purchase shares of Common Stock at prices between $ 12.00 and $ 187.50 per share. Options for the purchase of 48,254 shares of Common Stock expired as of December 31, 2022. The following table summarizes all stock options as of December 31, 2022 and 2021 (shares in thousands): SCHEDULE OF STOCK OPTIONS 2022 2021 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 114 $ 124.00 3.3 92 $ 121.00 1.3 Grants 79 25.25 39 130.75 Forfeited/cancelled (48 ) 134.50 (9 ) 156.25 Exercised - - (8 ) (3) 41.25 Outstanding, at December 31 145 (4) 72.25 3.3 114 (4) 124.00 3.3 Exercisable, at December 31 90 (5) 75.50 3.4 76 (5) 113.25 2.7 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) On the respective exercise dates as of December 31, 2021, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6 (4) As of December 31, 2022 and 2021, the aggregate intrinsic value of stock options outstanding was $ 0 (5) As of December 31, 2022 and 2021, the aggregate intrinsic value of exercisable stock options was $ 0 For the years ended December 31, 2022, and 2021, the valuation assumptions for stock options granted under the 2019 Plan were estimated on the date of grant using the BSM option-pricing model with the following weighted-average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2022 2021 Grant date closing price of common stock $ 25.25 $ 130.75 Expected term (years) 3.5 3.5 Risk-free interest rate 3.4 % 0.8 % Volatility 112 % 141 % Dividend yield 0 % 0 % Based on the assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the year ended December 31, 2022 and 2021 was $ 25.25 and $ 130.75, respectively. For the years ended December 31, 2022 and 2021, the Company recognized approximately $ 2.4 2.7 3.0 4.1 Warrants The following table sets forth activity with respect to the Company’s warrants to purchase Common Stock for the years ended December 31, 2022 and 2021 (shares in thousands): SCHEDULE OF WARRANT OUTSTANDING 2022 2021 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 102 $ 186.00 3.1 78 $ 109.50 4.2 Grants of warrants: Consultants for services 42 (3) 26.25 15 189.00 Acquisition of assets - 9 189.00 Outstanding, December 31 144 (4) $ 137.50 2.6 102 (4) $ 186.00 3.1 Exercisable, December 31 124 (5) $ 145.00 2.5 92 (5) $ 185.50 3.1 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the warrants expire. (3) In February, 2022, the Company granted warrants to consultants in exchange for marketing, business development, investor relations and communication services. Warrants issued in February 2022 provide for the purchase of an aggregate of 3,200 81.75 0.1 5,200 32.25 0.1 34,000 12.00 0.2 0.7 (4) As of December 31, 2022 and 2021, the aggregate intrinsic value of warrants outstanding was $ 0 (5) As of December 31, 2022 and 2021, the aggregate intrinsic value of warrants exercisable was $ 0 For the year ended December 31, 2022, the valuation assumptions for warrants issued were estimated on the measurement date using the BSM option-pricing model with the following weighted-average assumptions: SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2022 2021 Measurement date closing price of Common Stock (1) $ 19.75 $ 186.00 Contractual term (years) (2) 5.0 2.6 Risk-free interest rate 3.6 % 0.3 % Volatility 102 % 138 % Dividend yield 0 % 0 % (1) Weighted average grant price. (2) The valuation of warrants is based on the contractual term of the warrant rather than the expected term. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 10 - RELATED PARTY TRANSACTIONS For the three months ended September 30, 2023 and 2022, options for the purchase of 3,300 600 16,000 22,800 | NOTE 11 - RELATED PARTY TRANSACTIONS For the years ended December 31, 2022 and 2021, options for the purchase of 144,766 and 38,760 respectively, of Common Stock were granted to the Company’s directors, officers, employees and consultants. |
INCOME TAXES
INCOME TAXES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 11 - INCOME TAXES Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the three months and nine months ended September 30, 2023 and 2022 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21 Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. On the basis of this evaluation, a full valuation allowance has been recorded at September 30, 2023 and December 31, 2022 to record the deferred tax asset that is not likely to be realized. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgement including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. For the years ended December 31, 2022 and 2021, the domestic and foreign components of loss before income taxes consist of the following (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX 2022 2021 Domestic $ (23,945 ) $ (20,307 ) International 100 19 Loss before income taxes $ (23,845 ) $ (20,288 ) For the years ended December 31, 2022 and 2021, income tax expense (benefit) consists of the following (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Current income tax benefit (expense): Federal $ - $ - States - - Total current income tax benefit (expense) - - Deferred income tax benefit (expense): Federal - - States - - Total deferred income tax benefit (expense) - - Total income tax expense (benefit) $ - $ - For the years ended December 31, 2022 and 2021, income tax benefit differed from amounts that would result from applying the U.S. statutory income tax rate of 21.0% to the Company’s loss before income taxes as follows (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES 2022 2021 Income tax (benefit) computed at federal statutory rate $ (5,007 ) $ (4,261 ) PPP loan forgiveness (270 ) 109 Other permanent differences 346 - State tax expenses (510 ) (502 ) Prior year adjustment to state NOL (44 ) (275 ) Non-qualified stock option cancellations 613 - Change in valuation allowance 4,872 4,929 Total income tax benefit $ - $ - As of December 31, 2022 and 2021, the principal components of deferred tax assets and liabilities were as follows (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets: Net operating loss carryforwards 13,786 9,150 Stock based compensation 776 1,005 Lease liability 561 - Property, equipment and intangibles 458 - Other 452 699 Total deferred tax assets before valuation allowance 16,033 10,854 Valuation allowance (15,639 ) (10,766 ) Total deferred income tax assets after valuation allowance 394 88 Deferred tax liabilities: Property, equipment and intangibles - (88 ) ROU asset (394 ) - Total deferred income tax liabilities (394 ) (88 ) Net deferred tax assets and liabilities $ - $ - | NOTE 12 - INCOME TAXES For the years ended December 31, 2022 and 2021, the domestic and foreign components of loss before income taxes consist of the following (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX 2022 2021 Domestic $ (23,945 ) $ (20,307 ) International 100 19 Loss before income taxes $ (23,845 ) $ (20,288 ) For the years ended December 31, 2022 and 2021, income tax expense (benefit) consists of the following (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Current income tax benefit (expense): Federal $ - $ - States - - Total current income tax benefit (expense) - - Deferred income tax benefit (expense): Federal - - States - - Total deferred income tax benefit (expense) - - Total income tax expense (benefit) $ - $ - For the years ended December 31, 2022 and 2021, income tax benefit differed from amounts that would result from applying the U.S. statutory income tax rate of 21.0% to the Company’s loss before income taxes as follows (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXE 2022 2021 Income tax (benefit) computed at federal statutory rate $ (5,007 ) $ (4,261 ) PPP loan forgiveness (270 ) 109 Other permanent differences 346 - State tax expenses (510 ) (502 ) Prior year adjustment to state NOL (44 ) (275 ) Non-qualified stock option cancellations 613 - Change in valuation allowance 4,872 4,929 Total income tax benefit $ - $ - As of December 31, 2022 and 2021, the principal components of deferred tax assets and liabilities were as follows (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets: Net operating loss carryforwards 13,786 9,150 Stock based compensation 776 1,005 Lease liability 561 - Property, equipment and intangibles 458 - Other 452 699 Total deferred tax assets before valuation allowance 16,033 10,854 Valuation allowance (15,639 ) (10,766 ) Total deferred income tax assets after valuation allowance 394 88 Deferred tax liabilities: Property, equipment and intangibles - (88 ) ROU asset (394 ) - Total deferred income tax liabilities (394 ) (88 ) Net deferred tax assets and liabilities $ - $ - Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth. On the basis of this evaluation, as of December 31, 2022, a valuation allowance of $ 15.6 4.8 The Company has federal net operating loss carry forwards of $ 58.2 3.3 expire in 2036 54.8 Federal and state laws impose substantial restrictions on the utilization of net operating loss (“NOL”) carryforwards in the event of an ownership change for income tax purposes, as defined in Section 382 of the Internal Revenue Code (“IRC”). Pursuant to IRC Section 382, annual use of the Company’s NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed an IRC Section 382 analysis regarding the limitation of NOL carryforwards. However, it is possible that past ownership changes will result in the inability to utilize a significant portion of the Company’s NOL carryforward that was generated prior to any change of control. The Company’s ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC Section 382 ownership change in connection with future changes in the Company’s stock ownership. Management does not believe that there are significant uncertain tax positions related to the 2022 and 2021 taxable periods. There are no The Company files income tax returns in the United States federal and various state jurisdictions. The Company is no longer subject to income tax examinations for federal income taxes before 2019 or for states before 2018. Net operating loss carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly, the Company may be subject to examination for prior NOL’s generated as such NOL’s are utilized. As of December 31, 2022, the Company has filed all appropriate foreign operation tax returns. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 12 - COMMITMENTS AND CONTINGENCIES COVID-19 Pandemic In December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of the virus resulted in a world-wide pandemic. By March 2020, the U.S. economy had been largely shut down by mass quarantines and government mandated stay-in-place orders (the “Orders”) to halt the spread of the virus, now widely acknowledged to have been generally ineffective, and in many ways, harmful. As a result, nearly all of these Orders have been relaxed or lifted, but there is considerable uncertainty about whether the Orders will be reinstated should a new COVID-19 variant or entirely new virus emerge. Our business was materially impacted by COVID-19 in 2020 and to some extent thereafter and through the early part of 2023 due to the actions of governmental bodies that mandated quarantines and lockdowns that resulted in many of our VIPs and potential VIPs having to close their offices. The impact of COVID-19 on our business diminished somewhat as 2023 has progressed. However, it appears that the latest COVID-19 subvariants evoke generally milder symptoms and do not pose the same health or economic threat as previous strains. However, the residual effects of the pandemic on dental workforce availability as well as patient precautionary measures continued to negatively impact our VIP dental practices and our revenue across the U.S. and Canada during 2022 and into 2023. We believe new enrollments during the third quarter of 2023 continue to be negatively impacted by the ongoing overall workforce uncertainties in the dental market. In addition, new variants of COVID-19 continue to arise, and such variants may in the future cause an adverse effect on the dental market. As such, the long-term financial impact on our business of COVID-19 as well as these other matters cannot reasonably be fully estimated at this time. Inflation War in Ukraine and Attack on Israel The Company believes that as the U.S. experiences a period of inflation, which has increased (and may continue to increase), the Company and its suppliers’ costs as well as the end cost of the Company’s products to consumers may also increase. The worldwide supply chain constraints and economic and capital markets uncertainty arising out of Russia’s invasion of Ukraine in February 2022 and Hamas attacks on Israel in October of 2023 have emerged as new barriers to long-term economic recovery. If an economic recession or depression commences and is sustained, it could have a material adverse effect on our business as demand for our products could decrease. To date, the Company has been able to manage inflation risk without a material adverse impact on its business or results of operations, and inflation has begun to abate somewhat during 2023. However, inflationary pressures (including increases in the price of raw material components of the Company’s appliances) made it necessary for the Company to adjust its standard pricing for its appliance products effective May 1, 2022. The full impact of such price adjustments on sales or demand for the Company’s products is not fully known at this time and may require the Company to adjust other aspects of its business as it seek to grow revenue and, ultimately, achieve profitability and positive cash flow from operations. An additional inflation-related risk is the Federal Reserve’s response, which up to this point has been to raise interest rates. Such actions have, in times past, created unintended consequences in terms of the impact on housing starts, overall manufacturing, capital markets, and banking. If such disruptions become systemic, like in the recession of 2008, then the impact on the Company’s revenue, earnings potential and access to capital of both inflation and inflation-fighting responses would be impossible to know or calculate. These conditions could cause an economic recession or depression to commence, and if such recession or depression is sustained, it could have a material adverse effect on the Company’s business as demand for its products could decrease. Such conditions have also had, and may continue to have, an adverse effect on the capital markets, with public stock price decreases and volatility, which could make it more difficult for the Company to raise needed capital at the appropriate time. Operating Leases The Company has entered into various operating lease agreements for certain offices, medical facilities and training facilities. These leases have original lease periods expiring between 2022 and 2029. Most leases include an option to renew and the exercise of a lease renewal option typically occurs at the discretion of both parties. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease until it is reasonably certain that the Company will exercise that option. In January 2017, the Company entered into a commercial lease agreement for 2,220 0.3 6.0 In May 2018, the Company entered into a commercial lease agreement for 3,643 0.8 7.3 In October 2020, the Company entered into a commercial lease agreement for 4,800 0.6 6.6 In April 2019, the Company entered into a commercial lease agreement for 3,231 0.1 6.7 In April 2019, the Company entered into a commercial lease agreement for 14,732 1.4 7.1 In April 2022, the Company entered into a commercial lease agreement for 8,253 1.5 10.6 As of September 30, 2023 and 2022, the components of lease expense are as follows (in thousands): SCHEDULE OF LEASE EXPENSE Lease cost: 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, Lease cost: 2023 2022 2023 2022 Operating lease cost $ 128 $ 148 $ 371 $ 410 Total net lease cost $ 128 $ 148 $ 371 $ 410 Rent expense is recognized on a straight-line basis over the lease term. Lease expense, including real estate taxes and related costs, for the three months ended September 30, 2023 and 2022 aggregated approximately $ 0.1 0.4 As of September 30, 2023, the remaining lease terms and discount rate used are as follows (in thousands): SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATE 2023 Weighted-average remaining lease term (years) 3.9 Weighted-average discount rate 8.2 % Supplemental cash flow information related to leases as of September 30, 2023 is as follows (in thousands): SCHEDULE OF RELATED TO LEASES 2023 Cash flow classification of lease payments: Operating cash flows from operating leases 451 As of September 30, 2023, the maturities of the Company’s future minimum lease payments were as follows (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS As of September 30, 2023 (remaining three months) $ 152 2024 621 2025 594 2026 507 2027 493 Thereafter 140 Total lease payments 2,507 Less: Imputed interest (403 ) Total $ 2,104 | NOTE 13 - COMMITMENTS AND CONTINGENCIES COVID-19 Pandemic In December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of the virus resulted in a world-wide pandemic. By March 2020, the U.S. economy had been largely shut down by mass quarantines and government mandated stay-in-place orders (the “Orders”) to halt the spread of the virus, now widely acknowledged to have been generally ineffective, and in many ways, harmful. As a result, nearly all of these Orders have been relaxed or lifted, but there is considerable uncertainty about whether the Orders will be reinstated should a new COVID-19 variant or entirely new virus emerge. Our business was materially impacted by COVID-19 in 2020 and to some extent in 2021due to the actions of governmental bodies that mandated quarantines and lockdowns that resulted in many of our VIPs and potential VIPs having to close their offices. The impact of COVID-19 on our business diminished somewhat as 2022 progressed. However, it appears that the latest COVID-19 subvariants evoke generally milder symptoms and do not pose the same health or economic threat as previous strains. However, the residual effects of the pandemic on dental workforce availability as well as patient precautionary measures continued to negatively impact our VIP dental practices and our revenue across the U.S. and Canada during 2022. We believe new enrollments during the fourth quarter of 2022 were negatively impacted by the ongoing overall workforce uncertainties in the dental market. As such, the long-term financial impact on our business of COVID-19 as well as these other matters cannot reasonably be fully estimated at this time. As such, the long-term financial impact on our business of COVID-19 as well as these other matters cannot reasonably be fully estimated at this time. Inflation and War in Ukraine The Company believes the U.S. has entered a period of inflation which has increased (and may continue to increase) the Company and its suppliers’ costs as well as the end cost of the Company’s products to consumers. To date, the Company been able to manage inflation risk without a material adverse impact on its business or results of operations. However, inflationary pressures (including increases in the price of raw material components of the Company’s appliances) made it necessary for the Company to adjust its standard pricing for its appliance products effective May 1, 2022. The full impact of such price adjustments on sales or demand for the Company’s products is not fully known at this time and may require the Company to adjust other aspects of its business as it seek to grow revenue and, ultimately, achieve profitability and positive cash flow from operations. In addition, worldwide supply chain constraints due in part to Russia’s invasion of Ukraine in February 2022, have emerged as new barriers to long-term economic recovery. These conditions could cause an economic recession or depression to commence, and if such recession or depression is sustained, it could have a material adverse effect on the Company business as demand for its products could decrease. Such conditions have also had, and may continue to have, an adverse effect on the capital markets, with public stock price decreases and volatility, which could make it more difficult for the Company to raise needed capital at the appropriate time. Operating Leases The Company has entered into various operating lease agreements for certain offices, medical facilities and training facilities. These leases have original lease periods expiring between 2022 and 2029. Most leases include an option to renew and the exercise of a lease renewal option typically occurs at the discretion of both parties. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease until it is reasonably certain that the Company will exercise that option. In January 2017, the Company entered into a commercial lease agreement for 2,220 0.3 6.0 In May 2018, the Company entered into a commercial lease agreement for 3,643 0.8 7.3 In October 2020, the Company entered into a commercial lease agreement for 4,800 0.6 6.6 In April 2019, the Company entered into a commercial lease agreement for 3,231 0.1 6.7 In April 2019, the Company entered into a commercial lease agreement for 14,732 1.4 7.1 In April 2022, the Company entered into a commercial lease agreement for 8,253 1.5 10.6 As of December 31, 2022 and 2021, the components of lease expense are as follows (in thousands): SCHEDULE OF LEASE EXPENSE Lease cost: 2022 2021 Operating lease cost $ 487 $ 583 Total net lease cost $ 487 $ 583 Rent expense is recognized on a straight-line basis over the lease term. Lease expense, including real estate taxes and related costs, for the years ended December 31, 2022 and 2021 aggregated approximately $ 0.5 0.6 As of December 31, 2022, the remaining lease terms and discount rate used are as follows (in thousands): SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATE 2022 Weighted-average remaining lease term (years) 4.64 Weighted-average discount rate 8.3 % Supplemental cash flow information related to leases as of December 31, 2022 is as follows (in thousands): SCHEDULE OF RELATED TO LEASES 2022 Cash flow classification of lease payments: Operating cash flows from operating leases 438 As of December 31, 2022, the maturities of the Company’s future minimum lease payments were as follows (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS As of December 31, 2023 $ 602 2024 621 2025 594 2026 507 2027 493 Thereafter 140 Total lease payments 2,957 Less: Imputed interest (544 ) Total $ 2,413 |
NET LOSS PER SHARE OF COMMON ST
NET LOSS PER SHARE OF COMMON STOCK | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE OF COMMON STOCK | NOTE 13 - NET LOSS PER SHARE OF COMMON STOCK Basic and diluted net loss per share of Common Stock (“EPS”) is computed by dividing (i) net loss (the “Numerator”), by (ii) the weighted average number of shares of Common Stock outstanding during the period (the “Denominator”). The calculation of diluted EPS is also required to include the dilutive effect, if any, of stock options, unvested restricted stock awards, convertible debt and Preferred Stock, and other Common Stock equivalents computed using the treasury stock method, in order to compute the weighted average number of shares outstanding. As of September 30, 2023 and 2022, all Common Stock equivalents were antidilutive. Presented below are the calculations of the Numerators and the Denominators for basic and diluted EPS (dollars in thousands, except per share amounts): SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Calculation of Numerator: Net loss $ (2,093 ) (5,434 ) $ (9,324 ) (17,756 ) Loss applicable to common stockholders $ (2,093 ) $ (5,434 ) $ (9,324 ) $ (17,756 ) Calculation of Denominator: Weighted average number of shares of Common Stock outstanding 1,197,258 849,446 1,152,607 849,446 Net loss per share of Common Stock (basic and diluted) $ (1.75 ) $ (6.40 ) $ (8.09 ) $ (20.90 ) As of September 30, 2023 and December 31, 2022, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share of Common Stock since the impact of inclusion was antidilutive (in thousands): SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE September 30 December 31, 2023 2022 Common stock warrants 496 145 Common stock options 137 145 Total 633 290 | NOTE 14 - NET LOSS PER SHARE OF COMMON STOCK Basic and diluted net loss per share of Common Stock (“EPS”) is computed by dividing (i) net loss (the “Numerator”), by (ii) the weighted average number of shares of Common Stock outstanding during the period (the “Denominator”). The calculation of diluted EPS is also required to include the dilutive effect, if any, of stock options, unvested restricted stock awards, convertible debt and Preferred Stock, and other Common Stock equivalents computed using the treasury stock method, in order to compute the weighted average number of shares outstanding. As of December 31, 2022 and 2021, all Common Stock equivalents were antidilutive. Presented below are the calculations of the Numerators and the Denominators for basic and diluted EPS (dollars in thousands, except per share amounts): SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING 2022 2021 Calculation of Numerator: Net loss $ (23,845 ) (20,288 ) Loss applicable to common stockholders $ (23,845 ) $ (20,288 ) Calculation of Denominator: Weighted average number of shares of Common Stock outstanding 920,592 849,446 Net loss per share of Common Stock (basic and diluted) $ (25.90 ) $ (23.88 ) Net loss per share of Common Stock (basic) $ (25.90 ) $ (23.88 ) As of December 31, 2022 and 2021, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share of Common Stock since the impact of inclusion was antidilutive (in thousands): SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE December 31, December 31, Common stock warrants 145 102 Common stock options 145 114 Total 290 216 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | ||
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | NOTE 14 - FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the measurement of fair value: Level 1-Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2-Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3-Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date As of September 30, 2023 and 2022, the fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities approximated their carrying values due to the short-term nature of these instruments. As discussed in Note 8, on January 9, 2023, the Company closed on the Private Placement for the sale by the Company of shares of the Company’s common stock and the issuance of pre-funded warrant to purchase up to an aggregate of 186,667 0.0001 266,667 30 Recurring Fair Value Measurements For the three months and nine months ended September 30, 2023 and 2022, the Company did not have any assets and liabilities classified as Level 1 or Level 3. The Company has concluded that the warrants issued in connection with the private placement, met the definition of a liability under ASC 480, Distinguishing Liabilities from Equity The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS Fair Value Measurement as of September 30, 2023 (In thousands) Level 1 Level 2 Level 3 Balance Warrant Liability $ - $ - $ 600 $ 600 Total $ - $ - $ 600 $ 600 The following table represent a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months and nine months ended September 30, 2023: SCHEDULE OF FAIR VALUE LIABILITIES ON RECURRING BASIS Warrant Liability (In thousands) Beginning balance, January 1 $ - Issuance of warrants 14,453 Exercise of warrants (2,847 ) Change in fair value upon re-measurement (10,273 ) Ending balance, March 31 $ 1,333 Change in fair value upon re-measurement 867 Ending balance, June 30 $ 2,200 Change in fair value upon re-measurement (1,600 ) Ending balance, September 30 $ 600 The Company has re-measured the liability to estimate fair value at September 30, 2023, using the Black-Scholes option pricing model with the following assumptions: SCHEDULE OF FAIR VALUE PRICING MODEL January 9, 2023 March 31, 2023 June 30, 2023 September 30, 2023 Measurement date closing price of Common Stock (1) $ 36.00 $ 8.50 $ 12.75 $ 4.75 Contractual term (years) (2) 5.5 5.3 5.0 4.8 Risk-free interest rate 3.6 % 3.5 % 4.1 % 4.5 % Volatility 100 % 100 % 100 % 100 % Dividend yield 0 % 0 % 0 % 0 % (1) Based on the trading value of common stock of Vivos Therapeutics, Inc. as of January 9, 2023 and each presented period ending date. (2) The valuation of warrants is based on the expected term. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the three months and nine months ended September 30, 2023 and 2022, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. Significant Concentrations Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents on deposit with financial institutions, the balances of which frequently exceed federally insured limits. Management monitors the soundness of these financial institutions and believes the Company’s risk is negligible. The Company has not experienced any losses in such accounts. If any of the financial institutions with whom the Company does business was to be placed into receivership, the Company may be unable to access the cash they have on deposit with such institutions. If the Company were unable to access cash and cash equivalents as needed, the financial position and ability to operate the business could be adversely affected. As of September 30, 2023, the Company had cash and cash equivalents with three financial institutions in the United States with an aggregate balance of $ 1.0 Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts. | NOTE 15 - FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the measurement of fair value: Level 1-Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2-Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3-Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date As of December 31, 2022 and 2021, the fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values due to the short-term nature of these instruments. Recurring Fair Value Measurements For the years ended December 31, 2022 and 2021, the Company did not have any recurring measurements for the fair value of assets and liabilities. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the years ended December 31, 2022 and 2021, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. Significant Concentrations Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions. Cash deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of December 31, 2022, the Company had cash and cash equivalents with two financial institutions in the United States with an aggregate balance of $ 3.5 24.0 Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Reverse Stock Split On October 25, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of Delaware to effectuate a Reverse Stock Split of the Company’s issued and outstanding shares of common stock, par value $ 0.0001 1-for-25 The Reverse Stock Split became effective at 4:01 p.m., Eastern Standard Time, on the Effective Date(i.e., October 25, 2023). The Common Stock began trading on a post-Reverse Stock Split basis on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VVOS” on October 27, 2023. The new CUSIP number for the Common Stock following the Reverse Stock Split is 92859E207. The Reverse Stock Split was approved by the Company’s board of directors under authority granted by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders which was held on September 22, 2023. As of the Effective Date, every twenty-five ( 25 29,928,786 1,197,258 The number of shares of Common Stock available for issuance under the Company’s equity incentive plans and the Common Stock issuable pursuant to outstanding equity awards and common stock purchase warrants immediately prior to the Reverse Stock Split were proportionately adjusted by the ratio of the Reverse Stock Split. The exercise prices of such outstanding options and warrants were also adjusted in accordance with their respective terms. The number of authorized shares of common stock was not affected by the Reverse Stock Split. Among other considerations, the Company has effected the Reverse Stock Split to satisfy the $ 1.00 Lincare Distribution Agreement On October 18, 2023, the Company amended its agreement with a leading durable medical equipment (“DME”) company, Lincare, Inc. (“Lincare”), to appoint Lincare as its exclusive DME distributor in the U.S. to distribute certain designated Vivos devices for a period of 6-months. Private Placement On October 30, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed sell an aggregate of $ 4,000,003 of securities of the Company in a private placement (the “November 2023 Private Placement”), consisting of shares of Common Stock (each a “Share”) (or, in lieu of a Share, a pre-funded warrant to purchase one share of Common Stock) (the “Pre-Funded Warrants”), (ii) a Series A Common Stock Purchase Warrant to purchase up to 980,393 shares of Common stock (the “Series A Warrant”) and (iii) a Series B Common Stock Purchase Warrant to purchase up to 980,393 shares of Common Stock (the “Series B Warrant” and collectively with the Series A Warrant, the “Common Stock Purchase Warrants” and together with the Pre-Funded Warrants, the “Warrants”). The November 2023 Private Placement closed on November 2, 2023 (the “Closing Date”). After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $ 3.5 Pursuant to the Purchase Agreement, the Company issued and sold in the November 2023 Private Placement 980,393 4.08 980,393 980,393 3.83 0.0001 Additionally, as part of the November 2023 Private Placement, the Company agreed to amend an existing outstanding common stock purchase warrant held by the Purchaser and issued in January 2023 to purchase up to an aggregate of 266,667 30.00 July 5, 2028 3.83 | NOTE 16 - SUBSEQUENT EVENTS January 2023 Private Placement On January 5, 2023, we entered into a Securities Purchase Agreement (“Purchase Agreement”) with an institutional investor (who is the selling stockholder named herein) pursuant to which we agreed sell up to an aggregate of $ 8,000,000 of our securities in a private placement consisting of 80,000 shares of our Common Stock, a pre-funded warrant to purchase up to an aggregate of 186,666 shares of our Common Stock and a Common Stock purchase warrant to purchase up to an aggregate of 266,667 shares of our Common Stock (as the context requires, we sometimes refer to the pre-funded warrant and the Common Stock purchase warrant issued in our January 2023 private placement as the “warrants”). The purchase price per share and associated Common Stock purchase warrant was $ 30.00 and the purchase price per pre-funded warrant and associated Common Stock purchase warrant was $ 29.9998 The private placement closed on January 9, 2023. After the placement agent fees and estimated offering expenses payable by us, we received net proceeds of approximately $ 7.4 The Common Stock purchase warrant entitles the holder, for a period of five years and 6 months, to purchase one share of Common Stock at an exercise price of $ 30.00 4.99 % beneficial ownership limitation that may be waived at the option of the holder upon 61 days’ notice to us. The Purchase Agreement includes standard representations, warranties and covenants. In addition, and subject to customary exceptions, the Purchase Agreement provides that: (a) from January 5, 2023 until ninety (90) days after the effective date of the registration statement, neither our company nor any subsidiary of our company shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable for Common Stock or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated by the Registration Rights Agreement (as defined below); or (b) from January 5, 2023 until nine (9) months after the effective date of the registration statement, we shall be prohibited from effecting or entering into an agreement to effect any issuance by us or any of our subsidiaries of any shares of Common Stock or securities convertible into or exercisable for Common Stock (or a combination of units thereof) involving a “variable rate transaction”, meaning a transaction in which we (i) issue or sell any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (i) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to our business or the market for the Common Stock or (ii) enter into, or effect a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby we may issue securities at a future determined price. On January 5, 2023, in connection with the private placement, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the investor, pursuant to which we agreed to file a registration statement with the SEC to register for resale the shares issued in the private placement and the shares of Common Stock issuable upon exercise of the warrants. We is subject to customary penalties and liquidated damages in the event we does not meet certain filing and effectiveness deadlines set forth in the Registration Rights Agreement, up to a maximum aggregate penalty of 10.5 Roth Capital Partners, LLC and A.G.P./Alliance Global Partners acted as placement agents for the Private Placement (the “Placement Agents”). Pursuant to a placement agency agreement, dated January 5, 2023, between us and the Placement Agents (the “Placement Agency Agreement”), we agreed to pay the Placement Agent a cash fee equal to 6.0 40,000 February 2023 Asset Purchase On February 28, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Advanced Facialdontics, LLC, a New York limited liability company (“AFD”), pursuant to which the Company acquired certain U.S. and international patents, trademarks, product rights, and other miscellaneous intellectual property from AFD (the “Acquired Assets”) AFD’s flagship product, the Preventive Oral Device ® ® OSA AFD’s second FDA 510(k) cleared product, known as the Night Block™, is a custom dual-arch mandibular advancement oral appliance that incorporates patented unilateral bite block technology, which can alleviate or eliminate many of the downsides of traditional oral appliance treatment such as inflammation of the TMJ, facial pain, neck pain, headaches, tension, fatigue, clenching, and grinding. The acquisition of these novel technologies, patent portfolio, related trademarks, and product rights further enhance the Company’s existing intellectual property and technology base, enabling the Company to provide new, complementary products to many OSA patients who experience pain, discomfort, headaches, tooth loss, and other symptoms associated with TMD and Bruxism. In addition, this acquisition will provide dentists and other healthcare professional who use the Company’s existing products with an additional treatment option for patients who do not have OSA, but suffer from jaw pain, headaches, and daytime fatigue. The Company expects to be able to manufacture the AFD products through existing manufacturing relationships. Terms of the Asset Purchase Agreement Pursuant to the terms of the Asset Purchase Agreement, the Company provided the following consideration for the Acquired Assets: (i) $ 50,000 (ii) 10,000 shares of unregistered Common Stock; (iii) cash earnout payments based on sliding-scale percentages (from low double digits to low single digits) based on the volume of future sales of POD devices; (iv) additional cash earnout payments based on different sliding-scale percentages (from low double digits to mid-single digits) based on the volume of future sales of non-POD devices developed by the Company utilizing the Acquired Assets; (v) a mid-single digit royalty on revenue received from licensing the Acquired Assets to third parties, including low five-digit quarterly minimum royalties starting in 2024; (vi) cash milestone payments of up to $ 225,000 (vii) a five-year warrant to purchase up to 16,000 shares of Common Stock with an exercise price of $ 15.25 In addition, Dr. Scott Simonetti, DDS, the founder and Chief Executive Officer of AFD, has been hired as the Company’s part-time Senior Director of Research and Development for an annual salary of $ 96,000 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 - DEBT PPP Loan On May 8, 2020, the Company received approximately $ 1.3 1.00 May 5, 2022 |
ORGANIZATION, DESCRIPTION AND_2
ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Organization | Organization BioModeling Solutions, Inc. (“BioModeling”) was organized on March 20, 2007 as an Oregon limited liability company, and subsequently incorporated in 2013. On August 16, 2016, BioModeling entered into a share exchange agreement (the “SEA”) with First Vivos, Inc. (“First Vivos”), and Vivos Therapeutics, Inc. (“Vivos”), a Wyoming corporation established on July 7, 2016 to facilitate this share exchange combination transaction. Vivos was formerly named Corrective BioTechnologies, Inc. until its name changed on September 6, 2016 to Vivos Biotechnologies and on March 2, 2018 to Vivos Therapeutics, Inc. and had no substantial pre-combination business activities. First Vivos was incorporated in Texas on November 10, 2015. Pursuant to the SEA, all of the outstanding shares of common stock and warrants of BioModeling and all of the shares of common stock of First Vivos were exchanged for newly issued shares of common stock and warrants of Vivos, the legal acquirer. The transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting and accounting purposes. Upon the consummation of the merger, the historical financial statements of BioModeling became the Company’s historical financial statements and recorded at their historical carrying amounts. On August 12, 2020, Vivos reincorporated from Wyoming to become a domestic Delaware corporation under Delaware General Corporate Law. Accordingly, as used herein, the term “the Company,” “we,” “us.” “our” and similar terminology refer to Vivos Therapeutics, Inc., a Delaware corporation and its consolidated subsidiaries. As used herein, the term “Common Stock” refers to the common stock, $ 0.0001 Reverse Stock Split On October 25, 2023, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-25 | Organization BioModeling Solutions, Inc. (“BioModeling”) was organized on March 20, 2007 as an Oregon limited liability company, and subsequently incorporated in 2013. On August 16, 2016, BioModeling entered into a share exchange agreement (the “SEA”) with First Vivos, Inc. (“First Vivos”), and Vivos Therapeutics, Inc. (“Vivos”), a Wyoming corporation established on July 7, 2016 to facilitate this share exchange combination transaction. Vivos was formerly named Corrective BioTechnologies, Inc. until its name changed on September 6, 2016 to Vivos Biotechnologies and on March 2, 2018 to Vivos Therapeutics, Inc. and had no substantial pre-combination business activities. First Vivos was incorporated in Texas on November 10, 2015. Pursuant to the SEA, all of the outstanding shares of common stock and warrants of BioModeling and all of the shares of common stock of First Vivos were exchanged for newly issued shares of common stock and warrants of Vivos, the legal acquirer. The transaction was accounted for as a reverse acquisition and recapitalization, with BioModeling as the acquirer for financial reporting and accounting purposes. Upon the consummation of the merger, the historical financial statements of BioModeling became the Company’s historical financial statements and recorded at their historical carrying amounts. On August 12, 2020, Vivos reincorporated from Wyoming to become a domestic Delaware corporation under Delaware General Corporate Law. Accordingly, as used herein, the term “the Company,” “we,” “us.” “our” and similar terminology refer to Vivos Therapeutics, Inc., a Delaware corporation and its consolidated subsidiaries. As used herein, the term “Common Stock” refers to the common stock, $ 0.0001 |
Description of Business | Description of Business We are a medical technology and services company that features a comprehensive suite of proprietary oral appliances and therapeutic treatments. Our products non-surgically treat certain maxillofacial and developmental abnormalities of the mouth and jaws that are closely associated with breathing and sleep disorders such as, mild to moderate obstructive sleep apnea (“OSA”) and snoring in adults. The Company offers three separate clinical pathways or programs to providers—Guided Growth and Development, Lifeline, and Complete Airway Repositioning and Expansion (“CARE”). Each program features certain oral appliances coupled with specific therapeutic treatments, and each clinical pathway is intended to address the specific needs of a diverse patient population with different patient journeys. For example, the Guided Growth and Development program features the Vivos Guide and PE x 2 The Company’s flagship CARE program, which is part of The Vivos Method, features the Company’s patented DNA, mRNA and mmRNA appliances, which are also FDA 510k cleared for mild-to-moderate OSA and snoring in adults. The Vivos Method may also include adjunctive myofunctional, chiropractic/physical therapy, and laser treatments that, when properly used with the CARE appliances, constitute a powerful non-invasive and cost-effective means of reducing or eliminating OSA symptoms. In a small subset of a study, the data has actually shown that The Vivos Method can reverse OSA symptoms in a large portion (up to 80 The Company offers a suite of diagnostic and support products and services to dental and medical providers and distributors who service patients with OSA or related conditions. Such products and services include (i) VivoScore home sleep screenings and tests (powered by SleepImage ® 6 8 The Company’s business model is to teach, train, and support dentists, medical doctors, and distributors in the use of the Company’s products and services. Dentists who use the Company’s products and services typically enroll in a variety of live or online training and educational programs offered through the Company’s Vivos Institute—an 18,000 sq. ft. facility located near the Denver International Airport. Dentists are able to select the specific program or clinical pathway that they want to focus on, such as Guided Growth and Development or Lifeline or both. They may also enroll in the VIP program for the complete set training, educational, and support services available in all three clinical pathway programs. Dentists enrolled in the VIP Program are referred to as “VIPs.” The Company charges up front enrollment fees to educate and train new providers. The Company also charges for the ancillary support services listed above, and views each product and service as a revenue/profit center. | Description of Business The Company is a medical technology company focused on the development and commercialization to dental practices of a patented oral appliance technology and related treatments and training called The Vivos Method. The Company believes The Vivos Method represents the first non-surgical, non-invasive and cost-effective treatment for people with dentofacial abnormalities and/or mild to moderate OSA and snoring in adults. The Company’s business model is focused around dentists, and the Company’s program to train dentists and offer them other value-added services in connection with their ordering and use of The Vivos Method for patients is called the Vivos Integrated Practice (“VIP”) program. Dentists enrolled in the VIP Program are referred to as “VIPs”. In addition to providing VIPs with appliances for use with their patients, the Company offers other products and services to VIPs, including (i) SleepImage ® 6 %) to eight ( 8 %) percent of all net revenue from sleep-related services as well as development fees and (v) MyoCorrect, a service through which VIPs can provide orofacial myofunctional therapy (“OMT”) to patients via telemedicine technology (“MyoCorrect”). |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s financial position, results of operations, and cash flows. The condensed consolidated balance sheet at December 31, 2022 has been derived from audited financial statements at that date. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to instructions, rules, and regulations prescribed by the United States Securities and Exchange Commission (“SEC”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the December 31, 2022 audited consolidated financial statements contained in the Company’s 2022 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 30, 2023. | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries (BioModeling, First Vivos, Vivos Therapeutics (Canada) Inc., Vivos Management and Development, LLC, Vivos Del Mar Management, LLC, Vivos Modesto Management, LLC, Vivos Therapeutics DSO LLC, a Colorado limited liability company, and Vivos Airway Alliances, LLC, a Colorado limited liability company), are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company” (an “EGC”), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as a result, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGC but any such election to opt out is irrevocable. The Company currently expects to retain its status as an EGC until the year ending December 31, 2026, but this status could end sooner under certain circumstances. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company currently expects to retain its status as an emerging growth company until the year ending December 31, 2026, but this status could end sooner under certain circumstances. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of products and services. A significant majority of the Company’s revenues are generated from enrolling dentists as either (i) Guided Growth and Development VIPs (program cost: $ 7,995 7,995 12,500 50,000 Following the guidance of ASC Topic 606, Revenue from Contracts with Customers Leases 1) identification of the promised goods or services in the contract; 2) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; 3) measurement of the transaction price, including the constraint on variable consideration; 4) allocation of the transaction price to the performance obligations; and 5) recognition of revenue when, or as the Company satisfies each performance obligation. Service Revenue VIP Enrollment Revenue The Company reviews its VIP enrollment contracts from a revenue recognition perspective using the 5-step method outlined above. All program enrollees, irrespective of their level of enrollment, are commonly referred to as VIPs, unless it is necessary to specify their particular program. Once it is determined that a contract exists (i.e., a VIP enrollment agreement is executed and payment is received), service revenue related to VIP enrollments is recognized when the underlying services are performed. The price of the Premier VIP enrollment that the VIP pays upon execution of the contract is significant, running at approximately $ 31,500 7,995 50,000 The Company enters into programs that may provide for multiple performance obligations. Commencing in 2018, the Company began enrolling medical and dental professionals in a one-year program (now known as the Premier VIP Program) which includes training in a highly personalized, deep immersion workshop format which provides the Premier VIP dentist access to a team who is dedicated to creating a successful integrated practice. The key topics covered in training include case selection, clinical diagnosis, appliance design, adjunctive therapies, instructions on ordering the Company’s products, guidance on pricing, instruction on insurance reimbursement protocols and interacting with our proprietary software system and the many features on the Company’s website. The initial training and educational workshop are typically provided within the first 30 to 45 days that a VIP enrolls. Ongoing support and additional training are provided throughout the year and includes access to the Company’s proprietary Airway Intelligence Service (“AIS”) which provides the VIP with resources to help simplify the diagnostic and treatment planning process. AIS is provided as part of the price of each appliance and is not a separate revenue stream. Following the year of training and support, a VIP may pay for seminars and training courses that meet the Provider’s needs on a subscription or a course-by-course basis. VIP enrollment fees include multiple performance obligations which vary on a contract-by-contract basis. The performance obligations included with enrollments may include sleep apnea rings, a six or twelve months BIS subscription, a marketing package, lab credits and the right to sell our appliances. The Company allocates the transaction price of a VIP enrollment contract to each performance obligation under such contract using the relative standalone selling price method. The relative standalone price method is based on the proportion of the standalone selling price of each performance obligation to the sum of the total standalone selling prices of all the performance obligations in the contract. The right to sell is similar to a license of intellectual property because without it the VIP cannot purchase appliances from the Company. The right to sell performance obligation includes the Vivos training and enrollment materials which prepare dentists for treating their patients using The Vivos Method. Because the right to sell is never sold outside of VIP contracts, and VIP contracts are sold for varying prices, the Company believes that it is appropriate to estimate the standalone selling price of this performance obligation using the residual method. As such, the observable prices of other performance obligations under a VIP contract will be deducted from the contract price, with the residual being allocated to the right to sell performance obligation. The Company uses significant judgements in revenue recognition including an estimation of customer life over which it recognizes the right to sell. The Company has determined that Premier VIPs who do not complete sessions 1 and 2 of training rarely complete training at all and fail to participate in the Premier VIP program long term. Since the beginning of the Premier VIP program, just under one-third of new VIP members fall into this category, and the revenue allocated to the right to sell for those VIPs is accelerated at the time in which it becomes remote that a VIP will continue in the program. Revenue is recognized in accordance with each individual performance obligation unless it becomes remote the VIP will continue, at which time the remainder of revenue is accelerated and recognized in the following month. Those VIPs who complete training typically remain active for a much longer period, and revenue from the right to sell for those VIPs is recognized over the estimated period of which those VIPs will remain active. Because of various factors occurring year to year, the Company has estimated customer life for each year a contract is initiated. The estimated customer lives are calculated separately for each year and have been estimated at 15 months for 2020, 14 months for 2021, 18 months for 2022, and 23 months for 2023. The right to sell is recognized on a sum of the years’ digits method over the estimated customer life for each year as this approximates the rate of decline in VIPs purchasing behaviors we have observed. Other Service Revenue In addition to VIP enrollment service revenue, in 2020 the Company launched BIS, an additional service on a monthly subscription basis, which includes the Company’s AireO2 medical billing and practice management software. Revenue for these services is recognized monthly during the month the services are rendered. The Company also offers its VIPs the ability to provide MyoCorrect to the VIP’s patients as part of treatment with The Vivos Method. The program includes packages of treatment sessions that are sold to the VIPs, and resold to their patients. Revenue for MyoCorrect services is recognized over the 12-month performance period as therapy sessions occur. Allocation of Revenue to Performance Obligations The Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each performance obligation based on relative fair values. These fair values approximate the prices for the relevant performance obligation that would be charged if those services were sold separately, and are recognized over the relevant service period of each performance obligation. After allocation to the performance obligations, any remainder is allocated to the right to sell under the residual method and is recognized over the estimated customer life. In general, revenues are separated between durable medical equipment (product revenue) and education and training services (service revenue). Treatment of Discounts and Promotions From time to time, the Company offers various discounts to its customers. These include the following: 1) Discount for cash paid in full 2) Conference or trade show incentives, such as subscription enrollment into the SleepImage ® ® 3) Negotiated concessions on annual enrollment fee 4) Credits/rebates to be used towards future product orders such as lab rebates The amount of the discount is determined up front prior to the sale. Accordingly, measurement is determined before the sale occurs and revenue is recognized based on the terms agreed upon between the Company and the customer over the performance period. In rare circumstances, a discount has been given after the sale during a conference which is offering a discount to full price. In this situation revenue is measured and the change in transaction price is allocated over the remaining performance obligation. The amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale. Prior to the sale, the customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides. The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period. At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the reporting period and any changes in circumstances during the reporting period. Product Revenue In addition to revenue from services, the Company also generates revenue from the sale of its line of oral devices and preformed guides (known as appliances or systems) to its customers, the VIP dentists. These include the DNA appliance ® ® The Company’s appliances are similar to a retainer that is worn in the mouth after braces are removed. Each appliance is unique and is fitted to the patient. The Company utilizes its network of certified VIPs throughout the United States and in some non-U.S. jurisdictions to sell the appliances to their customers as well as in two dental centers that the Company operates. The Company utilizes third party contract manufacturers or labs to produce its unique, patented appliances and preformed guides. The manufacturer designated by the Company produces the appliance in strict adherence to the Company’s patents, design files, treatments, processes and procedures and under the direction and specific instruction of the Company, ships the appliance to the VIP who ordered the appliance from the Company. All of the Company’s contract manufacturers are required to follow the Company’s master design files in production of appliances or the lab will be in violation of the FDA’s rules and regulations. The Company performed an analysis under ASC 606-10-55-36 through 55-40 and concluded it is the principal in the transaction and is reporting revenue gross. The Company bills the VIP the contracted price for the appliance which is recorded as product revenue. Product revenue is recognized once the appliance ships to the VIP under the direction of the Company. In support of the VIPs using the Company’s appliances for their patients, the Company utilizes a team of trained technicians to measure, order and fit each appliance. Upon scheduling the patient (which is the Company’s customer in this case), the center takes a deposit and reviews the patient’s insurance coverage. Revenue is recognized differently for Company owned centers than for revenue from VIPs. The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted and provided to the patient. The Company offers certain dentists (known as Clinical Advisors) discounts from standard VIP pricing. This is done to help encourage Clinical Advisors, who help the VIPs with technical aspects of the Company’s products, to purchase Company products for their own practices. In addition, from time to time, the Company offers credits to incentivize VIPs to adopt the Company’s products and increase case volume within their practices. These incentives are recorded as a liability at issuance and deducted from the related product sale at the time the credit is used. | Revenue Recognition The Company generates revenue from the sale of products and services. A significant majority of the Company’s revenues are generated from enrolling dentists in the VIP program and sales of products and services to VIPs. Revenue is recognized when control of the products or services is transferred to customers (i.e., VIP dentists ordering such products or services for their patients) in a way that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Following the guidance of ASC Topic 606, Revenue from Contracts with Customers Leases , 1) identification of the promised goods or services in the contract; 2) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; 3) measurement of the transaction price, including the constraint on variable consideration; 4) allocation of the transaction price to the performance obligations; and 5) recognition of revenue when, or as the Company satisfies each performance obligation. Service Revenue VIP Enrollment Revenue The Company reviews its VIP enrollment contracts from a revenue recognition perspective using the 5-step method outlined above. Once it is determined that a contract exists (a VIP enrollment agreement is executed and payment is received), service revenue related to VIP enrollments is recognized when the underlying services are performed. The price of the standard VIP enrollment that the VIP pays upon execution of the contract is significant, running at approximately $ 31,500 2,500 50,000 The Company enters into programs that may provide for multiple performance obligations. Commencing in 2018, the Company began enrolling medical and dental professionals in a one-year program (later known as the VIP Program) which includes training in a highly personalized, deep immersion workshop format which provides the VIP dentist access to a team who is dedicated to creating a successful integrated practice. The key topics covered in training include case selection, clinical diagnosis, appliance design, adjunctive therapies, instructions on ordering the Company’s products, guidance on pricing, instruction on insurance reimbursement protocols and interacting with our proprietary software system and the many features on the Company’s website. The initial training and educational workshop are typically provided within the first 30 to 45 days that a VIP enrolls. Ongoing support and additional training are provided throughout the year and includes access to the Company’s proprietary Airway Intelligence Service (“AIS”) which provides the VIP with resources to help simplify the diagnostic and treatment planning process. AIS is provided as part of the price of each appliance and is not a separate revenue stream. Following the year of training and support, a VIP may pay for seminars and training courses that meet the Provider’s needs on a subscription or a course-by-course basis. VIP enrollment fees include multiple performance obligations which vary on a contract by contract basis. The performance obligations included with enrollments may include sleep apnea rings, a six or twelve months BIS subscription, a marketing package, lab credits and the right to sell our appliances. The Company allocates the transaction price of a VIP enrollment contract to each performance obligation under such contract using the relative standalone selling price method. The relative standalone price method is based on the proportion of the standalone selling price of each performance obligation to the sum of the total standalone selling prices of all the performance obligations in the contract. The right to sell is similar to a license of intellectual property because without it the VIP cannot purchase appliances from the Company. The right to sell performance obligation includes the Vivos training and enrollment materials which prepare dentists for treating their patients using The Vivos Method. Because the right to sell is never sold outside of VIP contracts, and VIP contracts are sold for varying prices, the Company believes that it is appropriate to estimate the standalone selling price of this performance obligation using the residual method. As such, the observable prices of other performance obligations under a VIP contract will be deducted from the contract price, with the residual being allocated to the right to sell performance obligation. The Company uses significant judgements in revenue recognition including an estimation of customer life over which it recognizes the right to sell. The Company has determined that VIPs who do not complete sessions 1 and 2 of training rarely complete training at all and fail to participate in the VIP program long term. Since the beginning of the VIP program, just under one-third of new VIP members fall into this category, and the revenue allocated to the right to sell for those VIPs is accelerated at the time in which it becomes remote that a VIP will continue in the program. Revenue is recognized in accordance with each individual performance obligation unless it becomes remote the VIP would continue, at which time the remainder of review is accelerated and recognized in the following month. Those VIPs who complete training typically remain active for a much longer period, and revenue from the right to sell for those VIPs is recognized over the estimated period of which those VIPs will remain active. Because of various factors occurring year to year, the Company has estimated customer life for each year a contract is initiated. The estimated customer lives are calculated separately for each year and have been estimated at 15 months for 2020, 14 months for 2021 and 18 months for 2022. The right to sell is recognized on a sum of the years’ digits method over the estimated customer life for each year as this approximates the rate of decline in VIPs purchasing behaviors we have observed. Other Service Revenue In addition to VIP enrollment service revenue, in 2020 the Company launched BIS, an additional service on a monthly subscription basis, which includes the Company’s AireO2 medical billing and practice management software. Revenue for these services is recognized monthly during the month the services are rendered. Also, the Company offers its VIPs the ability to provide MyoCorrect to the VIP’s patients as part of treatment with The Vivos Method. The program includes packages of treatment sessions that are sold to the VIPs, and resold to their patients. Revenue for MyoCorrect services is recognized over the 12-month performance period as therapy sessions occur. Allocation of Revenue to Performance Obligations The Company identifies all goods and services that are delivered separately under a sales arrangement and allocates revenue to each performance obligation based on relative fair values. These fair values approximate the prices for the relevant performance obligation that would be charged if those services were sold separately, and are recognized over the relevant service period of each performance obligation. After allocation to the performance obligations, any remainder is allocated to the right to sell under the residual method and is recognized over the estimated customer life. In general, revenues are separated between durable medical equipment (product revenue) and education and training services (service revenue). Treatment of Discounts and Promotions From time to time, the Company offers various discounts to its customers. These include the following: 1) Discount for cash paid in full 2) Conference or trade show incentives, such as subscription enrollment into the SleepImage ® ® 3) Negotiated concessions on annual enrollment fee 4) Credits/rebates to be used towards future product orders such as lab rebates The amount of the discount is determined up front prior to the sale. Accordingly, measurement is determined before the sale occurs and revenue is recognized based on the terms agreed upon between the Company and the customer over the performance period. In rare circumstances, a discount has been given after the sale during a conference which is offering a discount to full price. In this situation revenue is measured and the change in transaction price is allocated over the remaining performance obligation. The amount of consideration can vary by customer due to promotions and discounts authorized to incentivize a sale. Prior to the sale, the customer and the Company agree upon the amount of consideration that the customer will pay in exchange for the services the Company provides. The net consideration that the customer has agreed to pay is the expected value that is recognized as revenue over the service period. At the end of each reporting period, the Company updates the transaction price to represent the circumstances present at the end of the reporting period and any changes in circumstances during the reporting period. Product Revenue In addition to revenue from services, the Company also generates revenue from the sale of its patented oral devices and preformed guides (known as appliances or systems) to its customers, the VIP dentists. Revenue from the appliance sale is recognized when control of product is transferred to the VIP in an amount that reflects the consideration it expects to be entitled to in exchange for those products. The VIP in turn charges the VIP’s patient and or patient’s insurance a fee for the appliance and for his or her professional services in measuring, fitting, installing the appliance and educating the patient as to its use. The Company is contracted with VIPs for the sale of the appliance and is not involved in the sale of the products and services from the VIP to the VIP’s patient. The appliance is similar to a retainer that is worn after braces are removed. Each appliance is unique and is fitted to the patient. The Company utilizes its network of certified VIPs throughout the United States and in some non-U.S. jurisdictions to sell the appliances to their customers as well as in two centers that the Company operates. The Company utilizes third party contract manufacturers or labs to produce its unique, patented appliances and preformed guides. The manufacturer designated by the Company produces the appliance in strict adherence to the Company’s patents, design files, treatments, processes and procedures and under the direction and specific instruction of the Company, ships the appliance to the VIP who ordered the appliance from the Company. All of the Company’s contract manufacturers are required to follow the Company’s master design files in production of appliances or the lab will be in violation of the FDA’s rules and regulations. The Company performed an analysis under ASC 606-10-55-36 through 55-40 and concluded it is the principal in the transaction and is reporting revenue gross. The Company bills the VIP the contracted price for the appliance which is recorded as product revenue. Product revenue is recognized once the appliance ships to the VIP under the direction of the Company. Within each center, the Company utilizes a team of medical professionals to measure, order and fit each appliance. Upon scheduling the patient (which is the Company’s customer in this case), the center takes a deposit and reviews the patient’s insurance coverage. Revenue is recognized differently for Company owned centers than for revenue from VIPs. The Company recognizes revenue in the centers after the appliance is received from the manufacturer and once the appliance is fitted and provided to the patient. The Company offers certain dentists (known as Clinical Advisors) discounts from standard VIP pricing. This is done to help encourage Clinical Advisors, who help the VIPs with technical aspects of the Company’s products, to purchase Company products for their own practices. In addition, from time to time, the Company offers credits to incentivize VIPs to adopt the Company’s products and increase case volume within their practices. These performance obligations are recorded as revenue in future periods over the life of the credit. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, the determination of customer life and breakage related to recognizing revenue for VIP contracts, impairment of goodwill and long-lived assets; valuation assumptions for assets acquired in asset acquisitions; valuation assumptions for stock options, warrants, warrant liabilities and equity instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations will be affected. | Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on existing facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, assessing collectability on accounts receivable, the determination of customer life and breakage related to recognizing revenue for VIP contracts, notes receivable, impairment of goodwill and long-lived assets; valuation assumptions for assets acquired in business combinations; valuation assumptions for stock options, warrants and equity instruments issued for goods or services; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. | Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable represent amounts due from customers in the ordinary course of business and are recorded at the invoiced amount and do not bear interest. Accounts receivables are stated at the net amount expected to be collected, using an expected credit loss methodology to determine the allowance for expected credit losses. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for expected credit losses based on a combination of factors, including the aging of the receivables, historical collection trends, and charge-offs. When the Company is aware of a customer’s inability to meet its financial obligation, the Company may individually evaluate the related receivable to determine the allowance for expected credit losses. The Company uses specific criteria to determine uncollectible receivables to be charged-off, including bankruptcy filings, the referral of customer accounts to outside parties for collection, and the length that accounts remain past due. | Accounts Receivable, Net The accounts receivable in the accompanying financial statements are stated at the amounts management expects to collect. The Company performs credit evaluations of its customers’ financial condition and may require a prepayment for a portion of the services to be performed. The Company reduces accounts receivable by estimating an allowance that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on its judgements in evaluating the aging of the receivables and the financial condition of our clients. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which ranges from 4 5 5 7 | Property and Equipment, Net Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which ranges from 4 5 |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist of assets acquired from First Vivos and costs paid to (i) MyoCorrect, from whom the Company acquired certain assets related to its OMT service in March 2021, (ii) Lyon Management and Consulting, LLC and its affiliates (“Lyon Dental”), from whom the Company acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software underlying AireO2) for work related to the Company’s acquired patents, intellectual property and customer contracts and (iii) AFD, from whom the Company acquired certain U.S. and international patents, trademarks, product rights, and other miscellaneous intellectual property in March 2023. The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets, which approximates 5 years (See Note 5). The costs paid to MyoCorrect, Lyon Dental and AFD for patents and intellectual property are amortized over the life of the underlying patents, which approximates 15 Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. We test for impairment annually as of December 31. There were no quantitative or qualitative indicators of impairment that occurred for the year ended December 31, 2022, and for the three or nine months ended September 30, 2023 and accordingly, no impairment was required. | Intangible Assets, Net Intangible assets consist of assets acquired from First Vivos and costs paid to (i) MyoCorrect, LLC (“MyoCorrect LLC”), from whom the Company acquired certain assets related to its OMT service in March 2021 and (ii) Lyon Management and Consulting, LLC and its affiliates (“Lyon Dental”), from whom the Company acquired certain medical billing and practice management software, licenses and contracts in April 2021 (including the software underlying AireO2) for work related to the Company’s acquired patents, intellectual property and customer contracts. The identifiable intangible assets acquired from First Vivos and Lyon Dental for customer contracts are amortized using the straight-line method over the estimated life of the assets, which approximates 5 years (See Note 5). The costs paid to MyoCorrect LLC and Lyon Dental for patents and intellectual property are amortized over the life of the underlying patents, which approximates 15 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We review and evaluate the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an adverse action or assessment by a regulator. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. There were no quantitative or qualitative indicators of impairment that occurred for the year ended December 31, 2022, and for the three or nine months ended September 30, 2023 and accordingly, no impairment was required. | Impairment of Long-lived Assets We review and evaluate the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an adverse action or assessment by a regulator. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. There were no quantitative or qualitative indicators of impairment that occurred for the year ended December 31, 2022 and accordingly, no impairment was required. |
Equity Offering Costs | Equity Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. | Equity Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. |
Accounting for Payroll Protection Program Loan | Accounting for Payroll Protection Program Loan The Company accounted for its U.S. Small Business Administration’s (“SBA”) Payroll Protection Program (“PPP”) loan as a debt instrument under ASC 470, Debt 1.3 | Accounting for Payroll Protection Program Loan The Company accounted for its U.S. Small Business Administration’s (“SBA”) Payroll Protection Program (“PPP”) loan as a debt instrument under ASC 470, Debt 1.3 |
Employee Retention Tax Credit | Employee Retention Tax Credit The employee retention tax credit (“ERTC”) for 2020 was established under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (the “Relief Act”). The ERTC provided for changes in the employee retention credit for 2020 and provided an additional credit for the first, second and third calendar quarters of 2021. Employers are eligible for the credit if they experienced either a full or partial suspension of operations during any calendar quarter because of governmental orders due to the COVID-19 pandemic or if they experienced a significant decline in gross receipts based on a comparison of quarterly revenue results for 2020 and/or 2021 and the corresponding quarters in 2019. The ERTC is a refundable credit that employers can claim on qualified wages paid to employees, including certain health insurance costs. According to the Internal Revenue Service (“IRS”) Notice 2021-20, “Guidance on the Employee Retention Credit under Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act,” the period during which there is a significant decline in gross receipts is determined by identifying the first quarter in 2020 in which the gross receipts are less than 50 Section 2301(c)(3)(A)(ii) of the CARES Act also provides that if an eligible employer averaged 100 or fewer employees in 2019 (a “small eligible employer”), qualified wages are those wages paid by the eligible employer with respect to an employee during any period described in section 2301(c)(2)(A)(ii)(I) of the CARES Act (relating to a calendar quarter for which the operation of a trade or business is fully or partially suspended due to a governmental order) or during a calendar quarter within the period described in section 2301(c)(2)(A)(ii)(II) of the CARES Act (relating to a significant decline in gross receipts). The Company averaged fewer than 80 employees in 2019 and is therefore considered a small eligible employer under the CARES Act. Healthcare plan expenses were not included in the analysis, although they are eligible if an employee has paid health insurance through their paycheck. Section 2301(c)(5)(B) of the CARES Act provides that “wages” include amounts paid by an eligible employer to provide and maintain a group health plan (as defined in section 5000(b)(1) of the Code), but only to the extent that the amounts are excluded from the gross income of employees by reason of section 106(a) of the Code. The Company pays the first $500 of healthcare insurance for each employee, which generally covers the monthly cost of their insurance. Because of this, the Company conservatively did not include any of the cost of insurance in its analysis. Additionally, PPP loan amounts were deducted from the amount of total wages paid before calculating the qualified ERTC wages. The Company applied for the ERTC using Vivos Therapeutics Inc.’s payroll, which covers 95% of its employees As indicated above, for 2020, companies were eligible for a credit equal to 50 percent of the first ten thousands of qualified wages paid per employee in the aggregate of each eligible quarter. Therefore, the maximum ERTC for the Company for 2020 is five thousand ($5,000) per employee. For the second and fourth quarters of 2020, the total eligible credit was limited to approximately $0.5 million For 2021, the ERTC was 70 0.7 Contingencies 1.2 | |
Loss and Gain Contingencies | Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. | Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. |
Share-Based Compensation | Share-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company estimates the expected term using the simplified method which is the average of the vesting term and the contractual term of the respective options. The Company determines the expected price volatility based on the historical volatilities of shares of the Company’s peer group as the Company does not have a sufficient trading history for its Common Stock. Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life cycle and financial leverage. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures and cancellations in the period that the forfeiture or cancellation occurs, rather than estimating the number of awards that are not expected to vest in accounting for stock-based compensation. | Share-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company estimates the expected term using the simplified method which is the average of the vesting term and the contractual term of the respective options. The Company determines the expected price volatility based on the historical volatilities of shares of the Company’s peer group as the Company does not have a sufficient trading history for its Common Stock. Industry peers consist of several public companies in the bio-tech industry similar to the Company in size, stage of life cycle and financial leverage. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures and cancellations in the period that the forfeiture and cancellations occurs, rather than estimating the number of awards that are not expected to vest in accounting for stock-based compensation. |
Research and Development | Research and Development Costs related to research and development are expensed as incurred and include costs associated with research and development of new products and enhancements to existing products. Research and development costs incurred were less than $ 0.1 0.2 | Research and Development Costs related to research and development are expensed as incurred and include costs associated with research and development of new products and enhancements to existing products. Research and development costs incurred were less than $ 0.2 |
Leases | Leases Operating leases are included in operating lease right-of-use (“ROU”) asset, accrued expenses, and operating lease liability - current and non-current portion in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date as the rate implicit in the lease is not readily determinable. The determination of our incremental borrowing rate requires management judgment based on information available at lease commencement. The operating lease ROU assets also include adjustments for prepayments, accrued lease payments and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Operating lease cost is recognized on a straight-line basis over the expected lease term. Lease agreements entered into after the adoption of ASC 842 that include lease and non-lease components are accounted for as a single lease component. Lease agreements with a noncancelable term of less than 12 months are not recorded on our balance sheets. | Leases Operating leases are included in operating lease right-of-use (“ROU”) asset, accrued expenses, and operating lease liability - current and non-current portion in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date as the rate implicit in the lease is not readily determinable. The determination of our incremental borrowing rate requires management judgment based on information available at lease commencement. The operating lease ROU assets also include adjustments for prepayments, accrued lease payments and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Operating lease cost is recognized on a straight-line basis over the expected lease term. Lease agreements entered into after the adoption of ASC 842 that include lease and non-lease components are accounted for as a single lease component. Lease agreements with a noncancelable term of less than 12 months are not recorded on our balance sheets. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense | Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive. | Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of Common Stock, including stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive. |
Warrant Accounting | Warrant Accounting The Company accounts for its warrants and financial instruments as either equity or liabilities based upon the characteristics and provisions of each instrument, in accordance with ASC 815, Derivatives and Hedging | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Presented below is a discussion of new accounting standards including deadlines for adoption assuming that the Company retains its designation as an EGC. Recently Adopted Standards. In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. | Recent Accounting Pronouncements Presented below is a discussion of new accounting standards including deadlines for adoption assuming that the Company retains its designation as an EGC. Standards Required to be Adopted in Future Years. In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not currently expected to have a material impact on the Company’s financial statements upon adoption. Recently Adopted Standards. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases Targeted Improvements 1.9 1.2 0.3 0.4 In December 2019, the FASB issued ASU 2019-12 , Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes |
Goodwill | Goodwill Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. We test for impairment annually as of December 31. There were no quantitative or qualitative indicators of impairment that occurred for the year ended December 31, 2022 and accordingly, no impairment was required. |
REVENUE, CONTRACT ASSETS AND _2
REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS | For the three months and nine months ended September 30, 2023 and 2022, the components of revenue from contracts with customers and the related timing of revenue recognition is set forth in the table below (in thousands): SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Product revenue: Appliance sales to VIPs $ 1,423 (1) $ 1,909 (1) $ 4,641 (1) $ 5,846 (1) Center revenue 43 105 142 511 Total product revenue 1,466 2,014 4,783 6,357 Service revenue VIP 980 1,553 3,184 3,603 (2) Billing intelligence services 218 (3) 265 (3) 651 (3) 937 (3) Sleep testing services 308 132 882 342 Myofunctional therapy services 228 190 666 667 Sponsorship/seminar/other 101 92 387 168 Total service revenue 1,835 2,232 5,770 5,717 Total revenue $ 3,301 $ 4,246 $ 10,553 $ 12,074 (1) Appliance revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment of the related products occurs. (2) VIP revenue disclosed above for the nine months ended September 30, 2022, includes a cumulative adjustment from prior years of approximately $ 0.4 (3) BIS revenue from subscription contracts is typically fixed at inception of the contract and is recognized ratably over time as the services are performed and the performance obligations completed. Revenue disclosed above for nine months ended September 30, 2022, includes a cumulative adjustment from prior years of approximately $ 0.1 | For the years ended December 31, 2022 and 2021, the components of revenue from contracts with customers and the related timing of revenue recognition is set forth in the table below (in thousands): SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS Year Ended December 31, 2022 2021 Product revenue: Appliance sales to VIPs $ 7,820 $ 6,040 (1) Center revenue 561 480 Total product revenue 8,381 6,520 Service revenue VIP 4,838 8,517 (3) Billing intelligence services 1,170 905 (2) Management service revenue (includes MID) 63 313 Myofunctional therapy services 927 341 Sponsorship/seminar/other 645 289 Total service revenue 7,643 10,365 Total revenue $ 16,024 $ 16,885 (1) Revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment of the related products occurs. (2) Revenue from maintenance and subscription contracts is typically fixed at inception of the contract and is recognized ratably over time as the services are performed and the performance obligations completed. Revenue disclosed above for year ended December 31, 2022, includes a cumulative adjustment from prior years of approximately $ 0.1 (3) Revenue disclosed above for the year ended December 31, 2022, includes a cumulative adjustment from prior years of approximately $ 0.4 |
SCHEDULE OF CONTRACT LIABILITY | The key components of changes in contract liabilities for the three months and nine months ended September 30, 2023 and 2022 are as follows (in thousands): SCHEDULE OF CONTRACT LIABILITY September 30, 2023 2022 Beginning balance, January 1 $ 3,038 $ 2,399 New contracts, net of cancellations 1,255 1,183 Revenue recognized (1,396 ) (1,421 ) Ending balance, March 31 $ 2,897 $ 2,161 New contracts, net of cancellations 794 1,556 Revenue recognized (1,068 ) (1,320 ) Ending balance, June 30 $ 2,623 $ 2,397 New contracts, net of cancellations 1,046 1,950 Revenue recognized (1,056 ) (1,766 ) Ending balance, September 30 $ 2,613 $ 2,581 | The key components of changes in contract liabilities for the years ended December 31, 2022 and 2021 are as follows (in thousands): SCHEDULE OF CONTRACT LIABILITY December 31 2022 2021 Beginning balance, January 1 $ 2,399 $ 2,938 New contracts, net of cancellations 6,567 7,978 Revenue recognized (5,928 ) (8,517 ) Ending balance, December 31 $ 3,038 $ 2,399 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | As of September 30, 2023 and December 31, 2022, property and equipment consist of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Furniture and equipment $ 1,321 $ 1,265 Leasehold improvements 2,479 2,479 Construction in progress 1,268 948 Molds 405 143 Gross property and equipment 5,473 4,835 Less accumulated depreciation (2,190 ) (1,753 ) Net Property and equipment $ 3,283 $ 3,082 | As of December 31, 2022 and 2021, property and equipment consist of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Furniture and equipment $ 1,265 $ 1,394 Leasehold improvements 2,479 2,387 Construction in progress 948 212 Molds 143 75 Gross property and equipment 4,835 4,068 Less accumulated depreciation (1,753 ) (1,243 ) Net Property and equipment $ 3,082 $ 2,825 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF GOODWILL | Goodwill of $ 2.8 SCHEDULE OF GOODWILL Acquisitions September 30, 2023 December 31, 2022 BioModeling $ 2,619 $ 2,619 Empowered Dental 52 52 Lyon Dental 172 172 Total goodwill $ 2,843 $ 2,843 | Goodwill of $ 2.8 SCHEDULE OF GOODWILL December 31, Acquisitions 2022 2021 BioModeling $ 2,619 $ 2,619 Empowered Dental 52 52 Lyon Dental 172 172 Total goodwill $ 2,843 $ 2,843 |
SCHEDULE OF IDENTIFIABLE INTANGIBLES | As of September 30, 2023 and December 31, 2022, identifiable intangible assets were as follows (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLES September 30, 2023 December 31, 2022 Patents and developed technology $ 2,302 $ 2,136 Trade name 330 330 Other 27 27 Total intangible assets 2,659 2,493 Less accumulated amortization (2,226 ) (2,191 ) Net intangible assets $ 433 $ 302 | As of December 31, 2022 and 2021, identifiable intangible assets were as follows (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLES 2022 2021 December 31, 2022 2021 Patents and developed technology $ 2,136 $ 2,136 Trade name 330 330 Other 27 27 Total intangible assets 2,493 2,493 Less accumulated amortization (2,191 ) (2,152 ) Net intangible assets $ 302 $ 341 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS Nine Months Ending September 30, 2023 (remaining three months) 12 2024 50 2025 50 2026 35 2027 29 Thereafter 257 Total $ 433 | SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS As of December 31, 2023 39 2024 39 2025 39 2026 23 2027 18 Thereafter 144 Total $ 302 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
SCHEDULE OF ACCRUED EXPENSES | As of September 30, 2023 and December 31, 2022, accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES September 30, 2023 December 31, 2022 Accrued payroll $ 1,203 $ 1,358 Accrued legal and other 680 473 Lab rebate liabilities 39 81 Total accrued liabilities $ 1,922 $ 1,912 | Accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 Accrued payroll $ 1,358 $ 1,397 Accrued legal and other 473 990 Lab rebate liabilities 81 466 Total accrued expenses $ 1,912 $ 2,853 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
SCHEDULE OF STOCK OPTIONS | SCHEDULE OF STOCK OPTIONS 2023 Shares Price (1) Term (2) Outstanding, at December 31, 2022 145 $ 72.25 3.3 Granted 16 - Forfeited (24 ) - Exercised - - Outstanding, at September 30 137 (3) 69.75 3.7 Exercisable, at September 30 88 (4) 85.75 3.1 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of September 30, 2023, the aggregate intrinsic value of stock options outstanding was $ 0 (4) As of September 30, 2023, the aggregate intrinsic value of exercisable stock options was $ 0 | SCHEDULE OF STOCK OPTIONS 2022 2021 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 114 $ 124.00 3.3 92 $ 121.00 1.3 Grants 79 25.25 39 130.75 Forfeited/cancelled (48 ) 134.50 (9 ) 156.25 Exercised - - (8 ) (3) 41.25 Outstanding, at December 31 145 (4) 72.25 3.3 114 (4) 124.00 3.3 Exercisable, at December 31 90 (5) 75.50 3.4 76 (5) 113.25 2.7 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) On the respective exercise dates as of December 31, 2021, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6 (4) As of December 31, 2022 and 2021, the aggregate intrinsic value of stock options outstanding was $ 0 (5) As of December 31, 2022 and 2021, the aggregate intrinsic value of exercisable stock options was $ 0 |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2022 2021 Grant date closing price of common stock $ 25.25 $ 130.75 Expected term (years) 3.5 3.5 Risk-free interest rate 3.4 % 0.8 % Volatility 112 % 141 % Dividend yield 0 % 0 % | |
SCHEDULE OF WARRANT OUTSTANDING | The following table sets forth activity with respect to the Company’s warrants to purchase Common Stock for the nine months ended September 30, 2023 (shares in thousands): SCHEDULE OF WARRANT OUTSTANDING 2023 Shares Price (1) Term (2) Outstanding, at December 31, 2022 145 $ 136.8 2.5 Grants of warrants: Consultants for services 86 (3) Private placement 453 (4) Exercised (187 ) (5) Forfeited (2 ) Outstanding, September 30 496 (6) 59.5 5.7 Exercisable, September 30 429 (7) 62.2 3.9 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the warrants expire. (3) In February 2023, the Company granted warrants to consultants in exchange for business development, product development and distribution. Warrants issued in February 2023 provide for the purchase of an aggregate of 84,000 22.75 15.25 1.3 1,500 10.25 0.1 900 8.50 0.1 0.7 (4) In January 2023, the Company granted warrants in connection with a private placement consisting of pre-funded warrants to purchase up to an aggregate of 186,667 0.0001 266,667 30 14.5 (5) In March 2023, the Company issued an aggregate of 186,667 (6) As of September 30, 2023, the aggregate intrinsic value of warrants outstanding was $ 0 (7) As of September 30, 2023, the aggregate intrinsic value of warrants exercisable was $ 0 | The following table sets forth activity with respect to the Company’s warrants to purchase Common Stock for the years ended December 31, 2022 and 2021 (shares in thousands): SCHEDULE OF WARRANT OUTSTANDING 2022 2021 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 102 $ 186.00 3.1 78 $ 109.50 4.2 Grants of warrants: Consultants for services 42 (3) 26.25 15 189.00 Acquisition of assets - 9 189.00 Outstanding, December 31 144 (4) $ 137.50 2.6 102 (4) $ 186.00 3.1 Exercisable, December 31 124 (5) $ 145.00 2.5 92 (5) $ 185.50 3.1 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the warrants expire. (3) In February, 2022, the Company granted warrants to consultants in exchange for marketing, business development, investor relations and communication services. Warrants issued in February 2022 provide for the purchase of an aggregate of 3,200 81.75 0.1 5,200 32.25 0.1 34,000 12.00 0.2 0.7 (4) As of December 31, 2022 and 2021, the aggregate intrinsic value of warrants outstanding was $ 0 (5) As of December 31, 2022 and 2021, the aggregate intrinsic value of warrants exercisable was $ 0 |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2023 Measurement date closing price of Common Stock (1) $ 18.25 Contractual term (years) (2) 5.0 Risk-free interest rate 4.2 % Volatility 102 % Dividend yield 0 % (1) Weighted average grant price. (2) The valuation of warrants is based on the expected term. | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE 2022 2021 Measurement date closing price of Common Stock (1) $ 19.75 $ 186.00 Contractual term (years) (2) 5.0 2.6 Risk-free interest rate 3.6 % 0.3 % Volatility 102 % 138 % Dividend yield 0 % 0 % (1) Weighted average grant price. (2) The valuation of warrants is based on the contractual term of the warrant rather than the expected term. |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE | SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE September 30, 2023 Grant date closing price of Common Stock $ 10.00 Expected term (years) 3.5 Risk-free interest rate 3.9 % Volatility 102 % Dividend yield 0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
SCHEDULE OF LOSS BEFORE INCOME TAX | For the years ended December 31, 2022 and 2021, the domestic and foreign components of loss before income taxes consist of the following (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX 2022 2021 Domestic $ (23,945 ) $ (20,307 ) International 100 19 Loss before income taxes $ (23,845 ) $ (20,288 ) | For the years ended December 31, 2022 and 2021, the domestic and foreign components of loss before income taxes consist of the following (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX 2022 2021 Domestic $ (23,945 ) $ (20,307 ) International 100 19 Loss before income taxes $ (23,845 ) $ (20,288 ) |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) | For the years ended December 31, 2022 and 2021, income tax expense (benefit) consists of the following (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Current income tax benefit (expense): Federal $ - $ - States - - Total current income tax benefit (expense) - - Deferred income tax benefit (expense): Federal - - States - - Total deferred income tax benefit (expense) - - Total income tax expense (benefit) $ - $ - | For the years ended December 31, 2022 and 2021, income tax expense (benefit) consists of the following (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Current income tax benefit (expense): Federal $ - $ - States - - Total current income tax benefit (expense) - - Deferred income tax benefit (expense): Federal - - States - - Total deferred income tax benefit (expense) - - Total income tax expense (benefit) $ - $ - |
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXE | For the years ended December 31, 2022 and 2021, income tax benefit differed from amounts that would result from applying the U.S. statutory income tax rate of 21.0% to the Company’s loss before income taxes as follows (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES 2022 2021 Income tax (benefit) computed at federal statutory rate $ (5,007 ) $ (4,261 ) PPP loan forgiveness (270 ) 109 Other permanent differences 346 - State tax expenses (510 ) (502 ) Prior year adjustment to state NOL (44 ) (275 ) Non-qualified stock option cancellations 613 - Change in valuation allowance 4,872 4,929 Total income tax benefit $ - $ - | For the years ended December 31, 2022 and 2021, income tax benefit differed from amounts that would result from applying the U.S. statutory income tax rate of 21.0% to the Company’s loss before income taxes as follows (in thousands): SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXE 2022 2021 Income tax (benefit) computed at federal statutory rate $ (5,007 ) $ (4,261 ) PPP loan forgiveness (270 ) 109 Other permanent differences 346 - State tax expenses (510 ) (502 ) Prior year adjustment to state NOL (44 ) (275 ) Non-qualified stock option cancellations 613 - Change in valuation allowance 4,872 4,929 Total income tax benefit $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | As of December 31, 2022 and 2021, the principal components of deferred tax assets and liabilities were as follows (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets: Net operating loss carryforwards 13,786 9,150 Stock based compensation 776 1,005 Lease liability 561 - Property, equipment and intangibles 458 - Other 452 699 Total deferred tax assets before valuation allowance 16,033 10,854 Valuation allowance (15,639 ) (10,766 ) Total deferred income tax assets after valuation allowance 394 88 Deferred tax liabilities: Property, equipment and intangibles - (88 ) ROU asset (394 ) - Total deferred income tax liabilities (394 ) (88 ) Net deferred tax assets and liabilities $ - $ - | As of December 31, 2022 and 2021, the principal components of deferred tax assets and liabilities were as follows (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax assets: Net operating loss carryforwards 13,786 9,150 Stock based compensation 776 1,005 Lease liability 561 - Property, equipment and intangibles 458 - Other 452 699 Total deferred tax assets before valuation allowance 16,033 10,854 Valuation allowance (15,639 ) (10,766 ) Total deferred income tax assets after valuation allowance 394 88 Deferred tax liabilities: Property, equipment and intangibles - (88 ) ROU asset (394 ) - Total deferred income tax liabilities (394 ) (88 ) Net deferred tax assets and liabilities $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
SCHEDULE OF LEASE EXPENSE | As of September 30, 2023 and 2022, the components of lease expense are as follows (in thousands): SCHEDULE OF LEASE EXPENSE Lease cost: 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, Lease cost: 2023 2022 2023 2022 Operating lease cost $ 128 $ 148 $ 371 $ 410 Total net lease cost $ 128 $ 148 $ 371 $ 410 | As of December 31, 2022 and 2021, the components of lease expense are as follows (in thousands): SCHEDULE OF LEASE EXPENSE Lease cost: 2022 2021 Operating lease cost $ 487 $ 583 Total net lease cost $ 487 $ 583 |
SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATE | As of September 30, 2023, the remaining lease terms and discount rate used are as follows (in thousands): SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATE 2023 Weighted-average remaining lease term (years) 3.9 Weighted-average discount rate 8.2 % | As of December 31, 2022, the remaining lease terms and discount rate used are as follows (in thousands): SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATE 2022 Weighted-average remaining lease term (years) 4.64 Weighted-average discount rate 8.3 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Supplemental cash flow information related to leases as of September 30, 2023 is as follows (in thousands): SCHEDULE OF RELATED TO LEASES 2023 Cash flow classification of lease payments: Operating cash flows from operating leases 451 | Supplemental cash flow information related to leases as of December 31, 2022 is as follows (in thousands): SCHEDULE OF RELATED TO LEASES 2022 Cash flow classification of lease payments: Operating cash flows from operating leases 438 As of December 31, 2022, the maturities of the Company’s future minimum lease payments were as follows (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS As of December 31, 2023 $ 602 2024 621 2025 594 2026 507 2027 493 Thereafter 140 Total lease payments 2,957 Less: Imputed interest (544 ) Total $ 2,413 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | As of September 30, 2023, the maturities of the Company’s future minimum lease payments were as follows (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS As of September 30, 2023 (remaining three months) $ 152 2024 621 2025 594 2026 507 2027 493 Thereafter 140 Total lease payments 2,507 Less: Imputed interest (403 ) Total $ 2,104 | As of December 31, 2022, the maturities of the Company’s future minimum lease payments were as follows (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS As of December 31, 2023 $ 602 2024 621 2025 594 2026 507 2027 493 Thereafter 140 Total lease payments 2,957 Less: Imputed interest (544 ) Total $ 2,413 |
NET LOSS PER SHARE OF COMMON _2
NET LOSS PER SHARE OF COMMON STOCK (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING | SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Calculation of Numerator: Net loss $ (2,093 ) (5,434 ) $ (9,324 ) (17,756 ) Loss applicable to common stockholders $ (2,093 ) $ (5,434 ) $ (9,324 ) $ (17,756 ) Calculation of Denominator: Weighted average number of shares of Common Stock outstanding 1,197,258 849,446 1,152,607 849,446 Net loss per share of Common Stock (basic and diluted) $ (1.75 ) $ (6.40 ) $ (8.09 ) $ (20.90 ) | Presented below are the calculations of the Numerators and the Denominators for basic and diluted EPS (dollars in thousands, except per share amounts): SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING 2022 2021 Calculation of Numerator: Net loss $ (23,845 ) (20,288 ) Loss applicable to common stockholders $ (23,845 ) $ (20,288 ) Calculation of Denominator: Weighted average number of shares of Common Stock outstanding 920,592 849,446 Net loss per share of Common Stock (basic and diluted) $ (25.90 ) $ (23.88 ) Net loss per share of Common Stock (basic) $ (25.90 ) $ (23.88 ) |
SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE | As of September 30, 2023 and December 31, 2022, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share of Common Stock since the impact of inclusion was antidilutive (in thousands): SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE September 30 December 31, 2023 2022 Common stock warrants 496 145 Common stock options 137 145 Total 633 290 | As of December 31, 2022 and 2021, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share of Common Stock since the impact of inclusion was antidilutive (in thousands): SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE December 31, December 31, Common stock warrants 145 102 Common stock options 145 114 Total 290 216 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS | The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS Fair Value Measurement as of September 30, 2023 (In thousands) Level 1 Level 2 Level 3 Balance Warrant Liability $ - $ - $ 600 $ 600 Total $ - $ - $ 600 $ 600 |
SCHEDULE OF FAIR VALUE LIABILITIES ON RECURRING BASIS | The following table represent a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months and nine months ended September 30, 2023: SCHEDULE OF FAIR VALUE LIABILITIES ON RECURRING BASIS Warrant Liability (In thousands) Beginning balance, January 1 $ - Issuance of warrants 14,453 Exercise of warrants (2,847 ) Change in fair value upon re-measurement (10,273 ) Ending balance, March 31 $ 1,333 Change in fair value upon re-measurement 867 Ending balance, June 30 $ 2,200 Change in fair value upon re-measurement (1,600 ) Ending balance, September 30 $ 600 |
SCHEDULE OF FAIR VALUE PRICING MODEL | The Company has re-measured the liability to estimate fair value at September 30, 2023, using the Black-Scholes option pricing model with the following assumptions: SCHEDULE OF FAIR VALUE PRICING MODEL January 9, 2023 March 31, 2023 June 30, 2023 September 30, 2023 Measurement date closing price of Common Stock (1) $ 36.00 $ 8.50 $ 12.75 $ 4.75 Contractual term (years) (2) 5.5 5.3 5.0 4.8 Risk-free interest rate 3.6 % 3.5 % 4.1 % 4.5 % Volatility 100 % 100 % 100 % 100 % Dividend yield 0 % 0 % 0 % 0 % (1) Based on the trading value of common stock of Vivos Therapeutics, Inc. as of January 9, 2023 and each presented period ending date. (2) The valuation of warrants is based on the expected term. |
ORGANIZATION, DESCRIPTION AND_3
ORGANIZATION, DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 25, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 21, 2022 | Jan. 02, 2022 | Aug. 12, 2020 | May 08, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Percentage of revenue | 80% | |||||||||||
Debt face amount | $ 1,300,000 | |||||||||||
Gross receipts | 50% | 50% | ||||||||||
Description | Healthcare plan expenses were not included in the analysis, although they are eligible if an employee has paid health insurance through their paycheck. Section 2301(c)(5)(B) of the CARES Act provides that “wages” include amounts paid by an eligible employer to provide and maintain a group health plan (as defined in section 5000(b)(1) of the Code), but only to the extent that the amounts are excluded from the gross income of employees by reason of section 106(a) of the Code. The Company pays the first $500 of healthcare insurance for each employee, which generally covers the monthly cost of their insurance. Because of this, the Company conservatively did not include any of the cost of insurance in its analysis. Additionally, PPP loan amounts were deducted from the amount of total wages paid before calculating the qualified ERTC wages. The Company applied for the ERTC using Vivos Therapeutics Inc.’s payroll, which covers 95% of its employees | |||||||||||
Tax credit description | As indicated above, for 2020, companies were eligible for a credit equal to 50 percent of the first ten thousands of qualified wages paid per employee in the aggregate of each eligible quarter. Therefore, the maximum ERTC for the Company for 2020 is five thousand ($5,000) per employee. For the second and fourth quarters of 2020, the total eligible credit was limited to approximately $0.5 million | |||||||||||
Credit percentage | 70% | 70% | ||||||||||
Credit limited | $ 700,000 | $ 700,000 | ||||||||||
Long term liabilities | 1,200,000 | 1,200,000 | ||||||||||
Research and development, expense | $ 100,000 | 100,000 | $ 100,000 | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | |||||
Income tax examination description | greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense | greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. | ||||||||||
Operating lease liability, non current | 2,104,000 | $ 2,104,000 | $ 2,413,000 | |||||||||
Operating lease right of use asset | 1,466,000 | $ 1,466,000 | $ 1,695,000 | |||||||||
Operating lease right of use asset | $ 400,000 | |||||||||||
Accounting Standards Update 2016-02 Cumulative Effect, Period of Adoption [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Operating lease liability, non current | 1,900,000 | |||||||||||
Operating lease right of use asset | 1,200,000 | |||||||||||
Deferred rent credit | $ 300,000 | |||||||||||
Payroll Protection Program [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Debt face amount | $ 1,300,000 | |||||||||||
Patents [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Acquired finite lived intangible assets weighted average useful life | 15 years | 15 years | ||||||||||
VIP Enrollment Agreement [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Cost of service | $ 31,500 | $ 31,500 | ||||||||||
Guided Growth and Development VIPs [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
program cost | 7,995 | 7,995 | ||||||||||
Lifeline VIPs [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
program cost | 7,995 | 7,995 | ||||||||||
Premier Vivos Integrated Providers [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
program cost | $ 50,000 | $ 50,000 | ||||||||||
Minimum [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Percentage of revenue | 6% | 6% | ||||||||||
Property plant and equipment useful life | 4 years | 4 years | 4 years | |||||||||
Minimum [Member] | Leasehold Improvements [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Property plant and equipment useful life | 5 years | 5 years | ||||||||||
Minimum [Member] | VIP Enrollment Agreement [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Cost of service | $ 7,995 | $ 2,500 | ||||||||||
Maximum [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Percentage of revenue | 8% | 8% | ||||||||||
Property plant and equipment useful life | 5 years | 5 years | 5 years | |||||||||
Maximum [Member] | Leasehold Improvements [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Property plant and equipment useful life | 7 years | 7 years | ||||||||||
Maximum [Member] | VIP Enrollment Agreement [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Cost of service | $ 50,000 | $ 50,000 | ||||||||||
Maximum [Member] | Guided Growth and Development VIPs [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
program cost | $ 12,500 | $ 12,500 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Stockholders' Equity Note, Stock Split | 1-for-25 |
LIQUIDITY AND ABILITY TO CONT_2
LIQUIDITY AND ABILITY TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liquidity And Ability To Continue As Going Concern | ||||||||||
Incurred loss | $ 2,093 | $ 5,528 | $ 1,703 | $ 5,434 | $ 6,992 | $ 5,331 | $ 9,324 | $ 17,756 | $ 23,845 | $ 20,288 |
Accumulated deficit | 88,792 | 88,792 | 79,468 | 55,623 | ||||||
Net cash provided by (Used in) operating activities | 9,198 | $ 16,587 | 19,587 | 15,735 | ||||||
Liabilities | 10,271 | 10,271 | 8,919 | 8,150 | ||||||
Cash and cash equivalents | $ 988 | $ 988 | $ 3,519 | $ 24,030 |
SCHEDULE OF REVENUE FROM CONTRA
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | $ 3,301 | $ 4,246 | $ 10,553 | $ 12,074 | $ 16,024 | $ 16,885 | |||||
Appliance Sales to VIP [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 1,423 | [1] | 1,909 | [1] | 4,641 | [1] | 5,846 | [1] | 7,820 | 6,040 | [2] |
Center Revenue [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 43 | 105 | 142 | 511 | 561 | 480 | |||||
Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 1,466 | 2,014 | 4,783 | 6,357 | 8,381 | 6,520 | |||||
VIP [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 980 | 1,553 | 3,184 | 3,603 | [3] | 4,838 | 8,517 | [4] | |||
VIP [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 400 | 400 | |||||||||
Billing Intelligence Services [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 218 | [5] | 265 | [5] | 651 | [5] | 937 | [5] | 1,170 | 905 | [6] |
Billing Intelligence Services [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 100 | ||||||||||
Sleep Testing Services [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 308 | 132 | 882 | 342 | |||||||
Myofunctional Therapy Services [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 228 | 190 | 666 | 667 | 927 | 341 | |||||
Sponsorship Seminar Other [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | 101 | 92 | 387 | 168 | 645 | 289 | |||||
Service [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | $ 1,835 | $ 2,232 | $ 5,770 | $ 5,717 | 7,643 | 10,365 | |||||
Management Service Revenue [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Increase decrease in revenue | $ 63 | $ 313 | |||||||||
[1]Appliance revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment of the related products occurs.[2]Revenue from the sale of products is typically fixed at inception of the contract and is recognized at the point in time when shipment of the related products occurs.[3]VIP revenue disclosed above for the nine months ended September 30, 2022, includes a cumulative adjustment from prior years of approximately $ 0.4 0.4 0.1 0.1 |
SCHEDULE OF REVENUE FROM CONT_2
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMERS (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Disaggregation of Revenue [Line Items] | ||||||||
Increase decrease in revenue | $ 3,301 | $ 4,246 | $ 10,553 | $ 12,074 | $ 16,024 | $ 16,885 | ||
VIP [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Increase decrease in revenue | $ 980 | $ 1,553 | $ 3,184 | 3,603 | [1] | 4,838 | $ 8,517 | [2] |
Cumulative Effect, Period of Adoption, Adjustment [Member] | VIP [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Increase decrease in revenue | 400 | $ 400 | ||||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | BIS [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Increase decrease in revenue | $ 100 | |||||||
[1]VIP revenue disclosed above for the nine months ended September 30, 2022, includes a cumulative adjustment from prior years of approximately $ 0.4 0.4 |
SCHEDULE OF CONTRACT LIABILITY
SCHEDULE OF CONTRACT LIABILITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||||||
Beginning balance | $ 2,623 | $ 2,897 | $ 3,038 | $ 2,397 | $ 2,161 | $ 2,399 | $ 2,399 | $ 2,938 |
New contracts net of cancellation | 1,046 | 794 | 1,255 | 1,950 | 1,556 | 1,183 | 6,567 | 7,978 |
Revenue recognized | (1,056) | (1,068) | (1,396) | (1,766) | (1,320) | (1,421) | (5,928) | (8,517) |
Ending balance | $ 2,613 | $ 2,623 | $ 2,897 | $ 2,581 | $ 2,397 | $ 2,161 | $ 3,038 | $ 2,399 |
REVENUE, CONTRACT ASSETS AND _3
REVENUE, CONTRACT ASSETS AND CONTRACT LIABILITIES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||||
Deferred revenue current | $ 2.4 | $ 2.4 | $ 2.9 | |||
Revenue from breakage on contract liabilities | 0.3 | $ 0.9 | 0.4 | $ 1.1 | ||
Receivable from customers | 0.2 | 0.2 | 0.5 | |||
Allowance for doubtful accounts receivable | 0.3 | 0.7 | 0.3 | 0.7 | ||
Cost of goods sold | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 | $ 0.1 | $ 0.4 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 5,473 | $ 4,835 | $ 4,068 |
Less accumulated depreciation | (2,190) | (1,753) | (1,243) |
Net Property and equipment | 3,283 | 3,082 | 2,825 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 1,321 | 1,265 | 1,394 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 2,479 | 2,479 | 2,387 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 1,268 | 948 | 212 |
Molds [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 405 | $ 143 | $ 75 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Abstract] | ||||||
Area of Land | ft² | 15,000 | 15,000 | 15,000 | |||
Depreciation and amortization expense | $ | $ 0.2 | $ 0.2 | $ 0.5 | $ 0.3 | $ 0.6 | $ 0.4 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Total goodwill | $ 2,843 | $ 2,843 | $ 2,843 |
Bio Modeling [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total goodwill | 2,619 | 2,619 | 2,619 |
Empowered Dental [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total goodwill | 52 | 52 | 52 |
Lyon Dental [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total goodwill | $ 172 | $ 172 | $ 172 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets | $ 2,659 | $ 200 | $ 2,493 | $ 2,493 |
Less accumulated amortization | (2,226) | (2,191) | (2,152) | |
Net intangible assets | 433 | 302 | 341 | |
Patents and Developed Technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets | 2,302 | 2,136 | 2,136 | |
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets | 330 | 330 | 330 | |
Other Intangible [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets | $ 27 | $ 27 | $ 27 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF IDENTIFIABLE INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2023 (remaining three months) | $ 12 | ||
2023 | 50 | $ 39 | |
2024 | 50 | 39 | |
2025 | 35 | 39 | |
2026 | 29 | 23 | |
Thereafter | 257 | ||
Net intangible assets | 433 | 302 | $ 341 |
2027 | 18 | ||
Thereafter | 144 | ||
Total | $ 433 | $ 302 | $ 341 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 14, 2021 | Nov. 30, 2018 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Aug. 16, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Goodwill | $ 2,843,000 | $ 2,843,000 | $ 2,843,000 | $ 2,843,000 | ||||||
Amortization of Intangible Assets | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 300,000 | ||||
Number of securities called by warrants or rights | 16,000 | |||||||||
Exercise price of warrants or rights per share | $ 15.25 | |||||||||
Bio Modeling [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Goodwill | $ 2,600,000 | |||||||||
Identifiable intangible assets | $ 2,100,000 | |||||||||
Empowered Dental Lab L L C [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Total consideration transferred | $ 75,000 | |||||||||
Goodwill acquired | $ 52,000 | |||||||||
Lyon Management And Consulting [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Goodwill | $ 400,000 | |||||||||
Total consideration transferred | $ 200,000 | |||||||||
Number of securities called by warrants or rights | 1,000 | |||||||||
Exercise price of warrants or rights per share | $ 222.50 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued payroll | $ 1,203 | $ 1,358 | $ 1,397 |
Accrued legal and other | 680 | 473 | 990 |
Lab rebate liabilities | 39 | 81 | 466 |
Total accrued expenses | $ 1,922 | $ 1,912 | $ 2,853 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Board of Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Board of Directors [Member] | Maximum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 30, 2023 | Oct. 25, 2023 | Feb. 28, 2023 | Jan. 09, 2023 | Jan. 05, 2023 | Nov. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Warrant purchase | 16,000 | ||||||||||||
Net proceeds from private placement | $ 8,000,000 | ||||||||||||
Payments of issuance costs | $ 645,000 | 645,000 | $ 2,238,000 | ||||||||||
shares issued for purchase of assets | 10,000 | ||||||||||||
Value issued for purchase of assets | $ 50,000 | $ 116,000 | 136,000 | ||||||||||
Intangible assets gross | 200,000 | 2,659,000 | 2,659,000 | 2,493,000 | 2,493,000 | ||||||||
Cash payment | 200,000 | ||||||||||||
Research and Development Expense | $ 100,000 | $ 100,000 | $ 100,000 | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15.25 | ||||||||||||
Common stock, shares, issued | 1,197,258 | 1,197,258 | 920,592 | ||||||||||
Common stock, shares, outstanding | 1,197,258 | 1,197,258 | 920,592 | 920,592 | |||||||||
Common Stock [Member] | |||||||||||||
Share issue | 80,000 | 184,000 | |||||||||||
shares issued for purchase of assets | 10,000 | ||||||||||||
Value issued for purchase of assets | |||||||||||||
Subsequent Event [Member] | |||||||||||||
Reverse stock split | 1-for-25 | ||||||||||||
Common stock, shares, issued | 25 | ||||||||||||
Common stock, shares, outstanding | 25 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Common stock, shares, issued | 29,928,786 | ||||||||||||
Common stock, shares, outstanding | 29,928,786 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | Common Stock [Member] | |||||||||||||
Common stock, shares, issued | 29,928,786 | ||||||||||||
Common stock, shares, outstanding | 29,928,786 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Common stock, shares, issued | 1,197,258 | ||||||||||||
Common stock, shares, outstanding | 1,197,258 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | Common Stock [Member] | |||||||||||||
Common stock, shares, issued | 1,197,258 | ||||||||||||
Common stock, shares, outstanding | 1,197,258 | ||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.83 | ||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||||||||
Net proceeds from private placement | $ 7,400,000 | ||||||||||||
Payments of issuance costs | 600,000 | ||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Subsequent Event [Member] | |||||||||||||
Share issue | 980,393 | ||||||||||||
Net proceeds from private placement | $ 3,500,000 | $ 7,400,000 | |||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | |||||||||||||
Share issue | 80,000 | ||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Subsequent Event [Member] | |||||||||||||
Share issue | 80,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30 | ||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Prefund Warrant [Member] | |||||||||||||
Warrant purchase | 186,667 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Prefund Warrant [Member] | Subsequent Event [Member] | |||||||||||||
Warrant purchase | 186,666 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 29.9998 | ||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Common Stock Purchase Warrant [Member] | |||||||||||||
Warrant purchase | 266,667 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30 | ||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Common Stock Purchase Warrant [Member] | Subsequent Event [Member] | |||||||||||||
Warrant purchase | 266,667 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of stock options, options outstanding, beginning balance | 145 | [1] | 114 | [1] | 92 | |
Weighted average exercise price, options outstanding, beginning balance | [2] | $ 72.25 | $ 124 | $ 121 | ||
Weighted average remaining contractual life, beginning | [3] | 3 years 3 months 18 days | 1 year 3 months 18 days | |||
Number of stock options, options outstanding, grants, shares | 79 | 39 | ||||
Weighted average exercise price, options outstanding, grants per share | [2] | $ 25.25 | $ 130.75 | |||
Number of stock options, options outstanding, forfeited, shares | (48) | (9) | ||||
Weighted average exercise price, options outstanding, forfeited per share | [2] | $ 134.50 | $ 156.25 | |||
Number of stock options, options outstanding, exercised, shares | [4] | (8) | ||||
Weighted average exercise price, options outstanding, exercised per share | [2] | $ 41.25 | ||||
Number of Stock Options, Options outstanding, Ending balance | [1] | 145 | 114 | |||
Weighted average exercise price, options outstanding, ending balance | [2] | $ 72.25 | $ 124 | |||
Number of stock exercisable ending balance | [5] | 90 | 76 | |||
Weighted average exercisable ending balance | [2] | $ 75.50 | $ 113.25 | |||
Weighted average remaining contractual life, excersiable | [3] | 3 years 4 months 24 days | 2 years 8 months 12 days | |||
Weighted average remaining contractual life, ending | [3] | 3 years 3 months 18 days | 3 years 3 months 18 days | |||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of stock options, options outstanding, beginning balance | 145 | |||||
Weighted average exercise price, options outstanding, beginning balance | [6] | $ 72.25 | ||||
Weighted average remaining contractual life, beginning | 3 years 8 months 12 days | 3 years 3 months 18 days | [7] | |||
Number of stock options, options outstanding, grants, shares | 16 | |||||
Weighted average exercise price, options outstanding, grants per share | [6] | $ 25.25 | $ 130.75 | |||
Number of stock options, options outstanding, forfeited, shares | (24) | |||||
Weighted average exercise price, options outstanding, forfeited per share | [6] | |||||
Number of stock options, options outstanding, exercised, shares | [8] | |||||
Weighted average exercise price, options outstanding, exercised per share | [6] | |||||
Number of Stock Options, Options outstanding, Ending balance | 137 | [8] | 145 | |||
Weighted average exercise price, options outstanding, ending balance | [6] | $ 69.75 | $ 72.25 | |||
Number of stock exercisable ending balance | [9] | 88 | ||||
Weighted average exercisable ending balance | [6] | $ 85.75 | ||||
Weighted average remaining contractual life, excersiable | [7] | 3 years 1 month 6 days | ||||
[1]As of December 31, 2022 and 2021, the aggregate intrinsic value of stock options outstanding was $ 0 0.6 0 0 0 |
SCHEDULE OF STOCK OPTIONS (De_2
SCHEDULE OF STOCK OPTIONS (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Aggregate intrinsic value stock options | $ 0 | $ 0 | $ 0 |
Aggregate intrinsic value of vested stock options | 0 | $ 0 | $ 0 |
Shares issued on exercise of stock option | 330 | ||
Common Stock [Member] | Employee Stock [Member] | |||
Shares issued on exercise of stock option | $ 600 |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grant date closing price of Common Stock | $ 25.25 | $ 130.75 | |||||
Expected term (years) | 3 years 6 months | 3 years 6 months | |||||
Risk-free interest rate | 3.40% | 0.80% | |||||
Volatility | 112% | 141% | |||||
Dividend yield | 0% | 0% | |||||
Warrant [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grant date closing price of Common Stock | $ 18.25 | [1] | $ 19.75 | [2] | $ 186 | [2] | |
Expected term (years) | 5 years | [3] | 5 years | [4] | 2 years 7 months 6 days | [4] | |
Risk-free interest rate | 4.20% | 3.60% | 0.30% | ||||
Volatility | 102% | 102% | 138% | ||||
Dividend yield | 0% | 0% | 0% | ||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grant date closing price of Common Stock | $ 10 | ||||||
Expected term (years) | [5] | 3 years 6 months | |||||
Risk-free interest rate | 3.90% | ||||||
Volatility | 102% | ||||||
Dividend yield | 0% | ||||||
[1]Weighted average grant price.[2]Weighted average grant price.[3]The valuation of warrants is based on the expected term.[4]The valuation of warrants is based on the contractual term of the warrant rather than the expected term.[5]Represents the weighted average remaining contractual term until the warrants expire. |
SCHEDULE OF WARRANT OUTSTANDING
SCHEDULE OF WARRANT OUTSTANDING (Details) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Number of stock options, options outstanding, exercised, shares | [1] | (8) | |||||
Number of stock options, options outstanding, forfeited, shares | (48) | (9) | |||||
Consultants For Services [Member] | |||||||
Grants of warrants | 86 | [2] | 42 | [3] | 15 | [4] | |
Number of stock options, options outstanding, exercised, shares | [5] | (187) | |||||
Number of stock options, options outstanding, forfeited, shares | (2) | ||||||
Warrant price, grants | [6] | $ 26.25 | $ 189 | ||||
Private Placement [Member] | |||||||
Grants of warrants | [7] | 453 | |||||
Acquisition Of Assets [Member] | |||||||
Grants of warrants | [8] | 9 | |||||
Warrant price, grants | $ 189 | ||||||
Warrant [Member] | |||||||
Warrants outstanding, beginning balance | 145 | [4] | 102 | 78 | |||
Warrant price, beginning balance | [6] | $ 136.8 | $ 186 | $ 109.50 | |||
Weighted average remaining contractual life, beginning | [9] | 2 years 6 months | |||||
Warrants outstanding, ending balance | 496 | [10] | 145 | [4] | 102 | ||
Warrant price, beginning balance | $ 59.5 | [11] | $ 136.8 | [6] | $ 186 | [6] | |
Weighted average remaining contractual life, beginning | [9] | 5 years 8 months 12 days | 2 years 6 months | ||||
Warrants outstanding, exercisable ending balance | 429 | [12] | 124 | [8] | 92 | ||
Warrant price, exercisable ending balance | $ 62.2 | [11] | $ 145 | [6] | $ 185.50 | [6] | |
Weighted average remaining contractual life, exercisable ending | 3 years 10 months 24 days | [9] | 2 years 6 months | [13] | 3 years 1 month 6 days | [13] | |
Weighted average remaining contractual life, beginning | [13] | 2 years 7 months 6 days | 3 years 1 month 6 days | 4 years 2 months 12 days | |||
Weighted average remaining contractual life, ending | [13] | 2 years 7 months 6 days | 3 years 1 month 6 days | ||||
[1]On the respective exercise dates as of December 31, 2021, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.6 84,000 22.75 15.25 1.3 1,500 10.25 0.1 900 8.50 0.1 0.7 3,200 81.75 0.1 5,200 32.25 0.1 34,000 12.00 0.2 0.7 0 186,667 186,667 0.0001 266,667 30 14.5 0 0 0 |
SCHEDULE OF WARRANT OUTSTANDI_2
SCHEDULE OF WARRANT OUTSTANDING (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jan. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | May 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Purchase of warrants | 16,000 | ||||||||||||||
Warrants exercise price | $ 15.25 | ||||||||||||||
Warrants outstanding | $ 0 | $ 0 | $ 0 | ||||||||||||
Stock based compensation expense | 700 | ||||||||||||||
Vested warrants | $ 0 | $ 0 | $ 0 | ||||||||||||
Warrant [Member] | |||||||||||||||
Purchase of warrants | 496,000 | [1] | 145,000 | [2] | 102,000 | 78,000 | |||||||||
Warrants exercise price | $ 59.5 | [3] | $ 136.8 | [4] | $ 186 | [4] | $ 109.50 | [4] | |||||||
Private Placement [Member] | Prefunded Warrants [Member] | |||||||||||||||
Purchase of warrants | 186,667 | ||||||||||||||
Warrants exercise price | $ 0.0001 | ||||||||||||||
Private Placement [Member] | Warrant [Member] | |||||||||||||||
Purchase of warrants | 266,667 | 186,667 | |||||||||||||
Warrants exercise price | $ 30 | ||||||||||||||
Stock based compensation expense | $ 14,500 | ||||||||||||||
Consultant [Member] | |||||||||||||||
Purchase of warrants | 34,000 | 900 | 1,500 | 5,200 | 84,000 | ||||||||||
Warrants exercise price | $ 12 | $ 8.50 | $ 10.25 | $ 32.25 | $ 15.25 | ||||||||||
Warrants outstanding | $ 200 | $ 100 | $ 100 | $ 100 | $ 1,300 | ||||||||||
Stock based compensation expense | $ 700 | ||||||||||||||
Consultant [Member] | Warrant [Member] | |||||||||||||||
Purchase of warrants | 3,200 | ||||||||||||||
Warrants exercise price | $ 81.75 | ||||||||||||||
Warrants outstanding | $ 100 | ||||||||||||||
Consultant [Member] | Minimum [Member] | |||||||||||||||
Warrants exercise price | $ 22.75 | ||||||||||||||
[1]As of September 30, 2023, the aggregate intrinsic value of warrants outstanding was $ 0 0 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 22, 2023 | Dec. 31, 2017 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Weighted average exercise price, options outstanding, grants per share | [1] | $ 25.25 | $ 130.75 | |||||||||
Weighted-average grant date fair value | $ 10 | $ 25.25 | $ 130.75 | |||||||||
Share based compensation expense | $ 0.7 | |||||||||||
Weighted average remaining term | [2] | 3 years 3 months 18 days | 1 year 3 months 18 days | |||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of share granted | 78,967 | 38,760 | ||||||||||
Weighted average exercise price, options outstanding, grants per share | [3] | $ 25.25 | $ 130.75 | |||||||||
Share based compensation arrangement by share based payment award non option equity instruments expirations | 48,254 | |||||||||||
Share based compensation expense | $ 0.4 | $ 0.4 | $ 1 | $ 1.6 | $ 2.4 | $ 2.7 | ||||||
Unrecognized expense | $ 2 | $ 2 | $ 3 | |||||||||
Weighted average remaining term | 3 years 8 months 12 days | 3 years 3 months 18 days | [4] | |||||||||
Share-Based Payment Arrangement, Option [Member] | Equity Option [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Weighted average remaining term | 4 years 1 month 6 days | |||||||||||
Minimum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued price per share | $ 12 | |||||||||||
Maximum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued price per share | $ 187.50 | |||||||||||
2017 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares reserved for future issuance | 53,333 | |||||||||||
2019 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares reserved for future issuance | 13,334 | |||||||||||
Common stock available for issuance shares | 81,333 | |||||||||||
Number of common stock grants | 94,667 | |||||||||||
Common stock authorized | 80,000 | |||||||||||
2019 Plan [Member] | Minimum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of common stock grants | 94,667 | |||||||||||
2019 Plan [Member] | Maximum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of common stock grants | 174,667 | |||||||||||
Shareholder [Member] | 2017 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares reserved for future issuance | 53,333 | |||||||||||
Shareholder [Member] | 2019 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares reserved for future issuance | 13,333 | |||||||||||
Common stock available for issuance shares | 81,334 | |||||||||||
Number of common stock grants | 94,667 | |||||||||||
Board of Directors Employees and Consultants [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of share granted | 3,300 | 600 | 16,000 | 22,800 | ||||||||
Weighted average exercise price, options outstanding, grants per share | $ 8.50 | $ 36.25 | $ 10 | $ 57.50 | ||||||||
Share based compensation arrangement by share based payment award non option equity instruments expirations | 4,000 | 20,933 | ||||||||||
Board of Directors Employees and Consultants [Member] | Minimum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued price per share | 8.50 | $ 8.50 | ||||||||||
Board of Directors Employees and Consultants [Member] | Maximum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued price per share | $ 187.50 | $ 187.50 | ||||||||||
[1]Represents the weighted average exercise price.[2]Represents the weighted average remaining contractual term until the stock options expire.[3]Represents the weighted average exercise price.[4]Represents the weighted average remaining contractual term until the stock options expire. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Options shares purchased | 79,000 | 39,000 | ||||
Directors Officers Employees and Consultatants [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Options shares purchased | 3,300 | 600 | 16,000 | 22,800 | 144,766 | 38,760 |
SCHEDULE OF LOSS BEFORE INCOME
SCHEDULE OF LOSS BEFORE INCOME TAX (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Domestic | $ (23,945) | $ (20,307) | ||||
International | 100 | 19 | ||||
Loss before income taxes | $ (2,093) | $ (5,434) | $ (9,324) | $ (17,756) | $ (23,845) | $ (20,288) |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
States | ||
Total current income tax benefit (expense) | ||
Federal | ||
States | ||
Total deferred income tax benefit (expense) | ||
Total income tax expense (benefit) |
SCHEDULE OF INCOME TAX EXPENS_2
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) computed at federal statutory rate | $ (5,007) | $ (4,261) |
PPP loan forgiveness | (270) | 109 |
Other permanent differences | 346 | |
State tax expenses | (510) | (502) |
Prior year adjustment to state NOL | (44) | (275) |
Non-qualified stock option cancellations | 613 | |
Change in valuation allowance | 4,872 | 4,929 |
Total income tax expense (benefit) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 13,786 | $ 9,150 |
Stock based compensation | 776 | 1,005 |
Lease liability | 561 | |
Property, equipment and intangibles | 458 | |
Other | 452 | 699 |
Total deferred tax assets before valuation allowance | 16,033 | 10,854 |
Total deferred income tax assets after valuation allowance | 394 | 88 |
Property, equipment and intangibles | (88) | |
ROU asset | (394) | |
Total deferred income tax liabilities | (394) | (88) |
Net deferred tax assets and liabilities |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Federal income tax rate | 21% | ||
Deferred tax valuation allowance | $ 15.6 | ||
Change in valuation allowance | 4.8 | ||
Net operating loss carry forwards | $ 58.2 | ||
Operating loss expire term | expire in 2036 | ||
Remaining federal net operating losses | $ 54.8 | ||
Interest and penalties accrued | |||
Expire In Two Thousand Thirty Six [Member] | |||
Net operating loss carry forwards | $ 3.3 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Operating lease cost | $ 128 | $ 148 | $ 371 | $ 410 | $ 487 | $ 583 |
Total net lease cost | $ 128 | $ 148 | $ 371 | $ 410 | $ 487 | $ 583 |
SCHEDULE OF REMAINING LEASE TER
SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATE (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term (years) | 3 years 10 months 24 days | 4 years 7 months 20 days |
Weighted-average discount rate | 8.20% | 8.30% |
SCHEDULE OF RELATED TO LEASES (
SCHEDULE OF RELATED TO LEASES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 451 | $ 438 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (remaining three months) | $ 152 | |
2023 | 621 | $ 602 |
2024 | 594 | 621 |
2025 | 507 | 594 |
2026 | 493 | 507 |
Thereafter | 140 | |
Total lease payments | 2,507 | 2,957 |
Less: Imputed interest | (403) | (544) |
Total | 2,104 | 2,413 |
Operating cash flows from operating leases | $ 451 | 438 |
2027 | 493 | |
Thereafter | $ 140 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | May 16, 2022 USD ($) | Apr. 30, 2022 ft² | Jan. 02, 2022 USD ($) | Jan. 01, 2022 USD ($) | Oct. 31, 2020 ft² | Apr. 30, 2019 ft² | May 31, 2018 ft² | Jan. 31, 2017 ft² | |
Product Liability Contingency [Line Items] | ||||||||||||||
Area of land | ft² | 15,000 | 15,000 | 15,000 | |||||||||||
Right of use asset | $ 1,466 | $ 1,466 | $ 1,695 | |||||||||||
Payment for rent | $ 500 | $ 600 | ||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||
Payment for rent | $ 100 | $ 100 | $ 400 | $ 400 | ||||||||||
Johnstown Co [Member] | ||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||
Area of land | ft² | 2,220 | |||||||||||||
Right of use asset | $ 300 | $ 300 | ||||||||||||
Estimated borrowing rate | 6% | 6% | ||||||||||||
Highlands Ranch Co [Member] | ||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||
Area of land | ft² | 3,643 | |||||||||||||
Right of use asset | $ 800 | $ 800 | ||||||||||||
Estimated borrowing rate | 7.30% | 7.30% | ||||||||||||
Orem Utah [Member] | ||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||
Area of land | ft² | 4,800 | |||||||||||||
Right of use asset | $ 600 | $ 600 | ||||||||||||
Estimated borrowing rate | 6.60% | 6.60% | ||||||||||||
Highlands Ranch Co [Member] | ||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||
Area of land | ft² | 3,231 | |||||||||||||
Right of use asset | $ 100 | $ 100 | ||||||||||||
Estimated borrowing rate | 6.70% | 6.70% | ||||||||||||
Denver Co [Member] | ||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||
Area of land | ft² | 14,732 | |||||||||||||
Right of use asset | $ 1,400 | $ 1,400 | ||||||||||||
Estimated borrowing rate | 7.10% | 7.10% | ||||||||||||
Littleton Co [Member] | ||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||
Area of land | ft² | 8,253 | |||||||||||||
Right of use asset | $ 1,500 | |||||||||||||
Estimated borrowing rate | 10.60% |
SCHEDULE OF COMPUTATION OF ANTI
SCHEDULE OF COMPUTATION OF ANTI-DILUTIVE WEIGHTED-AVERAGE SHARES OUTSTANDING (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||||||||
Net loss | $ (2,093) | $ (5,528) | $ (1,703) | $ (5,434) | $ (6,992) | $ (5,331) | $ (9,324) | $ (17,756) | $ (23,845) | $ (20,288) |
Net loss attributable to common stockholders | $ (2,093) | $ (5,434) | $ (9,324) | $ (17,756) | $ (23,845) | $ (20,288) | ||||
Weighted average number of shares of Common Stock outstanding | 1,197,258 | 849,446 | 1,152,607 | 849,446 | 920,592 | 849,446 | ||||
Weighted average number of shares of Common Stock outstanding diluted | 1,197,258 | 849,446 | 1,152,607 | 849,446 | 920,592 | 849,446 | ||||
Net loss per share of Common Stock (basic) | $ (1.75) | $ (6.40) | $ (8.09) | $ (20.90) | $ (25.90) | $ (23.88) | ||||
Net loss per share of Common stock (diluted) | $ (1.75) | $ (6.40) | $ (8.09) | $ (20.90) | $ (25.90) | $ (23.88) |
SCHEDULE OF OUTSTANDING COMMON
SCHEDULE OF OUTSTANDING COMMON STOCK SECURITIES NOT INCLUDED IN THE COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 290 | 216 | |
Common Stock Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 145 | 102 | |
Common Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 145 | 114 | |
Previously Reported [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 633 | 290 | |
Previously Reported [Member] | Common Stock Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 496 | 145 | |
Previously Reported [Member] | Common Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 137 | 145 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | $ 600 | $ 2,200 | $ 1,333 | |
Fair Value, Inputs, Level 1 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | ||||
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | ||||
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | 600 | |||
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | 600 | |||
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | 600 | |||
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | Warrant [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Warrant liability | $ 600 |
SCHEDULE OF FAIR VALUE LIABILIT
SCHEDULE OF FAIR VALUE LIABILITIES ON RECURRING BASIS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |||
Beginning balance | $ 2,200 | $ 1,333 | |
Issuance of warrants | 14,453 | ||
Exercise of warrants | (2,847) | ||
Change in fair value upon re-measurement | (1,600) | 867 | (10,273) |
Ending balance | $ 600 | $ 2,200 | $ 1,333 |
SCHEDULE OF FAIR VALUE PRICING
SCHEDULE OF FAIR VALUE PRICING MODEL (Details) | Sep. 30, 2023 ft² | Jun. 30, 2023 ft² | Mar. 31, 2023 ft² | Jan. 09, 2023 ft² | |
Measurement Input, Share Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability measurement input | [1] | 4.75 | 12.75 | 8.50 | 36 |
Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contractual term (years) | [2] | 4 years 9 months 18 days | 5 years | 5 years 3 months 18 days | 5 years 6 months |
Measurement Input, Risk Free Interest Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability measurement input | 4.5 | 4.1 | 3.5 | 3.6 | |
Measurement Input, Price Volatility [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability measurement input | 100 | 100 | 100 | 100 | |
Measurement Input, Expected Dividend Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability measurement input | 0 | 0 | 0 | 0 | |
[1]Based on the trading value of common stock of Vivos Therapeutics, Inc. as of January 9, 2023 and each presented period ending date.[2]The valuation of warrants is based on the expected term. |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2023 | Feb. 28, 2023 | Jan. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrant purchase | 16,000 | ||||
Exercise price of warrants or rights per share | $ 15.25 | ||||
Cash and cash equivalents | $ 988 | $ 3,519 | $ 24,030 | ||
Securities Purchase Agreement [Member] | Common Stock [Member] | Prefund Warrant [Member] | Private Placement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrant purchase | 186,667 | ||||
Exercise price of warrants or rights per share | $ 0.0001 | ||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Common Stock Purchase Warrant [Member] | Private Placement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrant purchase | 266,667 | ||||
Exercise price of warrants or rights per share | $ 30 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 30, 2023 | Oct. 25, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Jan. 09, 2023 | Jan. 05, 2023 | Nov. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 12, 2020 | |
Subsequent Event [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares, issued | 1,197,258 | 920,592 | |||||||||||
Common stock, shares, outstanding | 1,197,258 | 920,592 | 920,592 | ||||||||||
Minimum bid share price | $ 25.25 | $ 130.75 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 25,362,000 | ||||||||||||
Number of securities called by warrants or rights | 16,000 | ||||||||||||
Net proceeds from private placement | $ 8,000,000 | ||||||||||||
Exercise price of warrants or rights per share | $ 15.25 | ||||||||||||
Issuance of securities | $ 27,930,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues | |||||||||||||
Share issue | 80,000 | 184,000 | |||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Net proceeds from private placement | $ 7,400,000 | ||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | January 2023 Warrant Amendment [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 266,667 | ||||||||||||
Exercise price of warrants or rights per share | $ 30 | ||||||||||||
Warrants expiration date | Jul. 05, 2028 | ||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share issue | 80,000 | ||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Prefund Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 186,667 | ||||||||||||
Exercise price of warrants or rights per share | $ 0.0001 | ||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Common Stock Purchase Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 266,667 | ||||||||||||
Exercise price of warrants or rights per share | $ 30 | ||||||||||||
Asset Purchase Agreement [Member] | Forecast [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Cash | $ 50,000 | ||||||||||||
Unregistered common stock | 10,000 | ||||||||||||
Cash milestone payments | $ 225,000 | ||||||||||||
Asset Purchase Agreement [Member] | Forecast [Member] | Chief Executive Officer [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Annual compensation for new part time CEO | $ 96,000 | ||||||||||||
Asset Purchase Agreement [Member] | Common Stock Purchase Warrant [Member] | Forecast [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 16,000 | ||||||||||||
Exercise price of warrants or rights per share | $ 15.25 | ||||||||||||
Minimum [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | January 2023 Warrant Amendment [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants or rights per share | $ 3.83 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Reverse stock split | 1-for-25 | ||||||||||||
Common stock, shares, issued | 25 | ||||||||||||
Common stock, shares, outstanding | 25 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants or rights per share | $ 3.83 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Pre Funded Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants or rights per share | $ 0.0001 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Net proceeds from private placement | $ 3,500,000 | $ 7,400,000 | |||||||||||
Share issue | 980,393 | ||||||||||||
Share purchase price | $ 4.08 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 4,000,003 | ||||||||||||
Share issue | 80,000 | ||||||||||||
Exercise price of warrants or rights per share | $ 30 | ||||||||||||
Issuance of securities | $ 8,000,000 | ||||||||||||
Warrant beneficial ownership percentage | 4.99% | ||||||||||||
Percentage of penalty | 10.50% | ||||||||||||
Cash percentage | 6% | ||||||||||||
Reimbursement of private placement expenses | $ 40,000 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Prefund Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 186,666 | ||||||||||||
Exercise price of warrants or rights per share | $ 29.9998 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | Common Stock Purchase Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 266,667 | ||||||||||||
Exercise price of warrants or rights per share | $ 30 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series A Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 980,393 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series A Warrant [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 980,393 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series B Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 980,393 | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series B Warrant [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of securities called by warrants or rights | 980,393 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares, issued | 29,928,786 | ||||||||||||
Common stock, shares, outstanding | 29,928,786 | ||||||||||||
Minimum bid share price | $ 1 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares, issued | 29,928,786 | ||||||||||||
Common stock, shares, outstanding | 29,928,786 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares, issued | 1,197,258 | ||||||||||||
Common stock, shares, outstanding | 1,197,258 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares, issued | 1,197,258 | ||||||||||||
Common stock, shares, outstanding | 1,197,258 |
SCHEDULE OF WEIGHTED AVERAGE _2
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED IN THE FAIR VALUE (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Measurement date closing price of Common stock | $ 25.25 | $ 130.75 | ||||
Contractual term (years) | 3 years 6 months | 3 years 6 months | ||||
Risk-free interest rate | 3.40% | 0.80% | ||||
Volatility | 112% | 141% | ||||
Dividend yield | 0% | 0% | ||||
Warrant [Member] | ||||||
Measurement date closing price of Common stock | $ 18.25 | [1] | $ 19.75 | [2] | $ 186 | [2] |
Contractual term (years) | 5 years | [3] | 5 years | [4] | 2 years 7 months 6 days | [4] |
Risk-free interest rate | 4.20% | 3.60% | 0.30% | |||
Volatility | 102% | 102% | 138% | |||
Dividend yield | 0% | 0% | 0% | |||
[1]Weighted average grant price.[2]Weighted average grant price.[3]The valuation of warrants is based on the expected term.[4]The valuation of warrants is based on the contractual term of the warrant rather than the expected term. |
SCHEDULE OF INCOME TAX EXPENS_3
SCHEDULE OF INCOME TAX EXPENSE (BENEFIT) DIFFERED FROM LOSS BEFORE INCOME TAXE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Income tax (benefit) computed at federal statutory rate | $ (5,007) | $ (4,261) |
PPP loan forgiveness | (270) | 109 |
Other permanent differences | 346 | |
State tax expenses | (510) | (502) |
Prior year adjustment to state NOL | (44) | (275) |
Non-qualified stock option cancellations | 613 | |
Change in valuation allowance | 4,872 | 4,929 |
Total income tax expense (benefit) |
DEBT (Details Narrative)
DEBT (Details Narrative) $ in Millions | May 08, 2020 USD ($) |
Debt Disclosure [Abstract] | |
Debt instrument through small business Administrations | $ 1.3 |
Interest rate on loan | 1% |
Debt instrument maturity date | May 05, 2022 |