Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 10, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | The registrant intends to file a definitive proxy statement pursuant to Regulation 14A or an amendment to this Form 10-K within 120 days after the end of the fiscal year ended December 31, 2023. Portions of such proxy statement or amendment to this Form 10-K are incorporated by reference into Part III of this Form 10-K. | ||
Entity Information [Line Items] | |||
Entity Registrant Name | MOVANO INC. | ||
Entity Central Index Key | 0001734750 | ||
Entity File Number | 001-40254 | ||
Entity Tax Identification Number | 82-4233771 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 52,910,782 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 6800 Koll Center Parkway | ||
Entity Address, City or Town | Pleasanton | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94566 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (415) | ||
Local Phone Number | 651-3172 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | MOVE | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 98,225,068 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Moss Adams LLP |
Auditor Firm ID | 659 |
Auditor Location | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 6,118 | $ 10,759 |
Payroll tax credit, current portion | 450 | 379 |
Vendor deposits | 399 | 103 |
Inventory | 1,114 | |
Prepaid expenses and other current assets | 442 | 405 |
Total current assets | 8,523 | 11,646 |
Property and equipment, net | 342 | 443 |
Payroll tax credit, noncurrent portion | 169 | 667 |
Other assets | 387 | 487 |
Total assets | 9,421 | 13,243 |
Current liabilities: | ||
Accounts payable | 3,118 | 557 |
Deferred revenue | 1,252 | |
Other current liabilities | 1,529 | 4,421 |
Total current liabilities | 5,899 | 4,978 |
Noncurrent liabilities: | ||
Early exercised stock option liability | 23 | 136 |
Other noncurrent liabilities | 50 | 214 |
Total noncurrent liabilities | 73 | 350 |
Total liabilities | 5,972 | 5,328 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized at December 31, 2023 and 2022; no shares issued and outstanding at December 31, 2023 and 2022 | ||
Common stock, $0.0001 par value, 150,000,000 shares authorized at December 31, 2023 and 75,000,000 at December 31, 2022; 55,848,272 and 33,659,460 shares issued and outstanding at December 31, 2023 and 2022, respectively | 6 | 3 |
Additional paid-in capital | 127,823 | 103,009 |
Accumulated deficit | (124,380) | (95,097) |
Total stockholders’ equity | 3,449 | 7,915 |
Total liabilities and stockholders’ equity | $ 9,421 | $ 13,243 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 75,000,000 |
Common stock, shares issued | 55,848,272 | 33,659,460 |
Common stock, shares outstanding | 55,848,272 | 33,659,460 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING EXPENSES: | ||
Research and development | $ 16,893 | $ 18,994 |
Sales, general and administrative | 12,797 | 11,468 |
Total operating expenses | 29,690 | 30,462 |
Loss from operations | (29,690) | (30,462) |
Other income (expense), net: | ||
Interest and other income, net | 407 | 133 |
Other income (expense), net | 407 | 133 |
Net loss and comprehensive loss | $ (29,283) | $ (30,329) |
Net loss per share, basic (in Dollars per share) | $ (0.63) | $ (0.92) |
Weighted average shares used in computing net loss per share, basic (in Shares) | 46,195,403 | 33,025,721 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss per share, diluted | $ (0.63) | $ (0.92) |
Weighted average shares used in computing net loss per share, diluted | 46,195,403 | 33,025,721 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 3 | $ 97,506 | $ (11) | $ (64,768) | $ 32,730 |
Balance (in Shares) at Dec. 31, 2021 | 32,772,060 | ||||
Stock-based compensation | 3,096 | 3,096 | |||
Issuance of common stock | 2,231 | 2,231 | |||
Issuance of common stock (in Shares) | 810,400 | ||||
Issuance of common stock upon exercise of options | 31 | $ 31 | |||
Issuance of common stock upon exercise of options (in Shares) | 77,000 | 31,000 | |||
Vesting of early exercised stock options | 145 | $ 145 | |||
Other comprehensive loss | 11 | 11 | |||
Net loss | (30,329) | (30,329) | |||
Balance at Dec. 31, 2022 | $ 3 | 103,009 | (95,097) | 7,915 | |
Balance (in Shares) at Dec. 31, 2022 | 33,659,460 | ||||
Stock-based compensation | 2,980 | 2,980 | |||
Issuance of common stock upon February 2023 public offering, net of issuance costs | $ 1 | 5,179 | 5,180 | ||
Issuance of common stock upon February 2023 public offering, net of issuance costs (in Shares) | 5,340,600 | ||||
Issuance of warrants upon February 2023 public offering | 1,473 | 1,473 | |||
Issuance of common stock upon June 2023 public offering, net of issuance costs | $ 1 | 8,065 | 8,066 | ||
Issuance of common stock upon June 2023 public offering, net of issuance costs (in Shares) | 9,200,000 | ||||
Issuance of common stock upon November 2023 public offering, net of issuance costs | $ 1 | 3,568 | 3,569 | ||
Issuance of common stock upon November 2023 public offering, net of issuance costs (in Shares) | 4,870,600 | ||||
Issuance of common stock | 3,203 | 3,203 | |||
Issuance of common stock (in Shares) | 2,531,757 | ||||
Issuance of common stock upon exercise of options | 109 | $ 109 | |||
Issuance of common stock upon exercise of options (in Shares) | 245,855 | 109,000 | |||
Issuance of common stock warrant | 124 | $ 124 | |||
Vesting of early exercised stock options | 113 | 113 | |||
Net loss | (29,283) | (29,283) | |||
Balance at Dec. 31, 2023 | $ 6 | $ 127,823 | $ (124,380) | $ 3,449 | |
Balance (in Shares) at Dec. 31, 2023 | 55,848,272 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (29,283) | $ (30,329) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 158 | 147 |
Stock-based compensation | 2,980 | 3,096 |
Noncash lease expense | 224 | (13) |
Accretion of discount on short-term investments | 103 | |
Loss on disposal of property and equipment | 13 | 44 |
Changes in operating assets and liabilities: | ||
Payroll tax credit | 427 | (250) |
Inventory | (1,114) | |
Prepaid expenses, vendor deposits and other current assets | (209) | 788 |
Other assets | (41) | (50) |
Accounts payable | 2,555 | 246 |
Deferred revenue | 1,252 | |
Other current and noncurrent liabilities | (3,139) | 1,316 |
Net cash used in operating activities | (26,177) | (24,902) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (64) | (105) |
Maturities of short-term investments | 15,829 | |
Net cash provided by (used in) investing activities | (64) | 15,724 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock and warrants upon February 2023 public offering, net of issuance costs | 6,653 | |
Issuance of common stock upon June 2023 public offering, net of issuance costs | 8,066 | |
Issuance of common stock upon November 2023 public offering, net of issuance costs | 3,569 | |
Issuance of common stock, net of issuance costs | 3,203 | 2,231 |
Issuance of common stock upon exercise of stock options | 109 | 31 |
Net cash provided by financing activities | 21,600 | 2,262 |
Net decrease in cash and cash equivalents | (4,641) | (6,916) |
Cash and cash equivalents at beginning of period | 10,759 | 17,675 |
Cash and cash equivalents at end of period | 6,118 | 10,759 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Vesting of common stock issued upon early exercise | 113 | 145 |
Warrants issued upon February 2023 public offering | 1,473 | |
Issuance of common stock warrant | 124 | |
Property and equipment purchases in other current liabilities | $ 19 | |
Right of use asset recorded for equipment finance lease | $ 50 |
Business Organization, Nature o
Business Organization, Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Business Organization, Nature of Operations [Abstract] | |
BUSINESS ORGANIZATION, NATURE OF OPERATIONS | Note 1 – Business Organization, Nature of Operations Movano Inc., dba Movano Health (the “Company”, “Movano”, “Movano Health”, “we”, “us” or “our”), was incorporated in Delaware on January 30, 2018 as Maestro Sensors Inc. and changed its name to Movano Inc. on August 3, 2018. The Company is in the development-stage and is developing a platform to deliver purpose-driven healthcare solutions at the intersection of medical and consumer devices. Movano is on a mission to make medical grade data more accessible and actionable for all. The Company’s solutions are being developed to provide vital health information, including heart rate, heart rate variability (“HRV”), sleep, respiration rate, temperature, SpO 2 On April 28, 2021, the Company established Movano Ireland Limited, organized under the laws of Ireland, as a wholly owned subsidiary of the Company. Operations and activity at the wholly owned subsidiary were not significant for the years ended December 31, 2023 and 2022, respectively. Since inception, the Company has engaged in only limited research and development of product candidates and underlying technology and the commercialization of the Company’s first proposed commercial product, the Evie Ring. As of December 31, 2023, the Company had not yet completed the development of its product and had not yet recorded any revenues. On February 6, 2023, the Company completed a $7.5 million underwritten public offering of 5,340,600 shares of its common stock and warrants to purchase up to 2,670,300 shares of common stock, including the full exercise of the underwriter’s overallotment option. The warrants were offered at the rate of one warrant for every two shares of purchased common stock and are exercisable at a price per share of $1.57. The public offering price per share, before the underwriters’ discount and commissions, for each share of common stock and accompanying warrant was $1.40. The net proceeds from the offering were approximately $6.7 million (See Note 7). On June 15, 2023, the Company completed a $9.2 million underwritten public offering of 9,200,000 shares of its common stock, including the full exercise of the underwriter’s overallotment option. The public offering price per share, before the underwriters’ discount and commissions, for each share of common stock was $1.00. The net proceeds from the offering were approximately $8.1 million (See Note 7). On November 17, 2023, the Company completed a $4.1 million underwritten public offering of 4,870,600 shares of its common stock, including the full exercise of the underwriter’s overallotment option. The public offering price per share, before the underwriters’ discount and commissions, for each share of common stock was $0.85. The net proceeds from the offering were approximately $3.6 million. (See Note 7). The Company has incurred losses from operations and has generated negative cash flows from operating activities since inception. The Company expects to continue to incur net losses for the foreseeable future as it continues the development of its technology. The Company’s ultimate success depends on the outcome of its research and development and commercialization activities, for which it expects to incur additional losses in the future. Through December 31, 2023, the Company has relied primarily on the proceeds from equity offerings to finance its operations. Through December 31, 2023, the Company has received gross proceeds of approximately $5.6 million from an at-the-market issuance program, and an aggregate offering price amount of approximately $44.4 million remains available to be issued. (See Note 7.) The Company expects to require additional financing to fund its future planned operations, including research and development and commercialization of its products. The Company will likely raise additional capital through the issuance of equity, borrowings, or strategic alliances with partner companies. However, if such financing is not available at adequate levels, the Company would need to reevaluate its operating plans. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has an accumulated deficit of $124.4 million as of December 31, 2023. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales. The Company’s existence is dependent upon management’s ability to obtain additional funding sources. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Adequate additional financing may not be available to the Company on acceptable terms, or at all. If the Company is unable to raise additional capital and/or enter into strategic alliances when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its product or any commercialization efforts. There can be no assurance that the Company’s efforts will result in the resolution of the Company’s liquidity needs. The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The Company has prepared the accompanying consolidated financial statements in accordance with GAAP. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include the fair value of stock options and warrants and income taxes. Estimates are periodically reviewed considering changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. The Company’s chief operating decision maker is the Chief Executive Officer. Cash, Cash Equivalents and Short-term Investments The Company invests its excess cash primarily in money market funds, commercial paper and short-term debt securities. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2023 and 2022, the Company did not hold any short-term investments. Concentrations of Credit Risk and Off-Balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. Substantially all cash and cash equivalents are held in United States financial institutions. Cash equivalents consist of interest-bearing money market accounts and institutional money market funds. The amounts deposited in the money market accounts exceed federally insured limits. Further, the Company has amounts in excess of federally insured limits as of December 31, 2023 at one financial institution that totaled approximately $2.5 million. The Company has not experienced any losses related to this account and believes the associated credit risk to be minimal due to the financial condition of the depository institutions in which those deposits are held. The Company is dependent on third-party manufacturers to supply products for research and development activities. These programs could be adversely affected by a significant interruption in the supply of such materials. The Company has no financial instruments with off-balance sheet risk of loss. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were primarily comprised of prepaid expenses and other current receivables. Inventory Inventory, which consists of raw materials, is stated at the lower of cost or net realizable value. Cost comprises purchase price and incidental expenses incurred in bringing the inventory to its present location and condition. Cost is computed using the weighted-average cost method. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimate net realized value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Software Development Costs Costs related to software development are included in research and development expense until the point that technological feasibility is reached, which, for the Company’s product, will be shortly before the product is released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the product. During the years ended December 31, 2023 and 2022, no development costs were capitalized. Impairment of Long-Lived Assets The Company reviews the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Revenue The Company generates revenue from the sale of Evie Rings, portable chargers and charging cables, ring sizers, and mobile applications. As part of the purchase, customers also receive customer support and future unspecified software updates. These items are collectively referred to as the Evie Ring Elements. During the year ended December 31, 2023 the Company began taking pre-orders for the Evie Ring Elements but did not deliver any Evie Rings as of December 31, 2023. The Company recognizes revenue when control is transferred to the customer in an amount that reflects the net consideration to which the Company expects to be entitled. In determining how revenue should be recognized, a five-step process is used which includes identifying the contract, identifying the distinct performance obligations, determining the transaction price, allocating the transaction price to each distinct performance obligation, and determining the timing of revenue recognition for each distinct performance obligation. For each contract, the Company considers the obligation to transfer the Evie Ring Elements, each of which are distinct, to be separate performance obligations. Transaction price for the Evie Ring Elements reflects the net consideration to which the Company expects to be entitled. Transaction price is based on the sales price. The Company includes an estimate of variable consideration in the calculation of the transaction price at the time of sale. Variable consideration primarily includes product return provisions. The Company classifies the product return provisions as liabilities in the consolidated balance sheet. The adequacy of the estimates for the variable consideration is reviewed at each reporting date. If the actual amount of consideration differs from the estimates, the Company would adjust the estimates, impacting revenue in the period that such variances become known. If any of the judgments were to change, this change could cause a material increase or decrease in the amount of revenue reported in a particular period. The Company allocates the transaction price to each performance obligation using the relative standalone selling price (“SSP”) for each distinct good or service in the contract. The Company offers limited rights of return for a 30-day right of return, whereby customers may return the Evie Ring Elements. The Company records revenue from the sales of the Evie Ring Elements upon transfer of control of the distinct Evie Ring Elements to the customer. The Company typically determines transfer of control for the Evie Ring Elements based on when the product is delivered, or when our customer has obtained the significant risks and reward of ownership. The future unspecified software updates and customer support that the Company offers are separate performance obligations, and revenue is recognized over time on a ratable basis. The sales of the Evie Ring Elements include an assurance warranty. Contract balances represent amounts presented in the consolidated balance sheets when the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. Payment is made by the customer upon the purchase of the Evie Ring Elements, and the Company has no accounts receivable at December 31, 2023, 2022, or 2021, respectively. The Company records deferred revenue when cash payments from customers are received prior to the transfer of control or satisfaction of the related performance obligations. A contract asset is recorded when inventory has shipped but control has not yet transferred to the customer. Deferred revenue at December 31, 2023 was $1.3 million and is included in current liabilities on the consolidated balance sheets. There was no deferred revenue at December 31, 2022 or 2021, respectively. There were no contract assets at December 31, 2023, 2022, or 2021, respectively. The Company collects sales taxes at the point of sale and remits the taxes to the proper state authorities. Sales tax is excluded from the measurement of the transaction price. Shipping and handling costs are incurred as part of fulfillment activities with customers and are included as a component of cost of revenue. Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expenses were $1.35 million for the year ending December 31, 2023 and were not significant for the year ended December 31, 2022. These costs are included in “Sales, general and administrative expenses” in the accompanying consolidated statements of operations and comprehensive loss. Research and Development Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on the Company’s behalf. Stock-Based Compensation The Company measures equity classified stock-based awards granted to employees, directors, and nonemployees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term, the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures as they occur. Common Stock Warrants The Company assesses each warrant to determine if it meets the characteristics of a liability or a derivative, and if the warrant does meet the characteristics of a liability or a derivative, the warrant is measured at fair value. The derivative liabilities are remeasured at each period end, on a recurring basis, to the estimated fair value with the changes in fair value reflected as current period income or loss until the warrant is exercised, extinguished, or expires. If the warrant does not meet the characteristics of a liability or a derivative, the warrant is classified as equity and recorded at its fair value on the date of issuance. The fair value of warrants is estimated using appropriate pricing models based on the nature and characteristics of the underlying warrants. Early Exercised Stock Option Liability Upon the early exercise of stock options by employees, the Company records as a liability the purchase price of unvested common stock that the Company has a right to repurchase if and when the employment of the stockholder terminates before the end of the requisite service period. The proceeds originally recorded as a liability are reclassified to additional paid-in capital as the Company’s repurchase right lapses. Leases The Company determines if an arrangement is a lease or implicitly contains a lease at inception based on the lease definition, and if the lease is classified as an operating lease or finance lease in accordance with Accounting Standards Codification 842, Leases For leases which do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments over a similar term. In determining the estimated incremental borrowing rate, the Company considers relevant banking rates and the Company’s costs incurred for underwriting discounts and financing costs in its previous equity financings. The ROU assets also include any lease payments made and exclude lease incentives. For operating leases, lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components within a contract are generally accounted for separately. Short-term leases of twelve months or less, if any. are expensed as incurred which approximates the straight-line basis due to the short-term nature of the leases. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. As the Company maintained a full valuation allowance against its deferred tax assets, the changes resulted in no provision or benefit from income taxes during the years ended December 31, 2023 and 2022. The Company accounts for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company establishes a liability for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. The Company records an income tax liability, if any, for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax returns. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The liability is adjusted considering changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of liability provisions and changes to the liability that are considered appropriate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share since the effects of potentially dilutive securities are antidilutive. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures Income Taxes |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | Note 3 – FAIR VALUE MEASUREMENTS Financial assets and liabilities are recorded at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 Significant unobservable inputs that cannot be corroborated by market data. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s Level 1 financial assets are money market funds whose fair values are based on quoted market prices. The carrying amounts of prepaid expenses and other current assets, payroll tax credit, vendor deposits, inventory, accounts payable, deferred revenue, and other current liabilities approximate fair value due to the short-term nature of these instruments. The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands). December 31, 2023 Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 4,393 $ 4,393 $ — $ — Total cash equivalents $ 4,393 $ 4,393 $ — $ — December 31, 2022 Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 8,171 $ 8,171 $ — $ — Total cash equivalents $ 8,171 $ 8,171 $ — $ — |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | Note 4 – CASH and CASH EQUIVALENTS Cash and cash equivalents consist of the following (in thousands): December 31, 2023 2022 Cash and cash equivalents: Cash $ 1,725 $ 2,588 Money market funds 4,393 8,171 Total cash and cash equivalents $ 6,118 $ 10,759 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 5 – Property and Equipment Property and equipment, net, as of December 31, 2023 and 2022, consisted of the following (in thousands): December 31, 2023 2022 Office equipment and furniture $ 266 $ 263 Software 144 131 Test equipment 310 277 Total property and equipment 720 671 Less: accumulated depreciation (378 ) (228 ) Total property and equipment, net $ 342 $ 443 Total depreciation and amortization expense related to property and equipment for the years ended December 31, 2023 and 2022 was approximately $158,000 and $147,000, respectively. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | Note 6 – Other Current Liabilities Other current liabilities as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Accrued compensation $ 299 $ 2,708 Accrued research and development 461 536 Accrued vacation 246 243 Accrued severance payment 5 517 Lease liabilities, current portion 217 212 Other 301 205 Total other current liabilities $ 1,529 $ 4,421 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock [Abstract] | |
COMMON STOCK | Note 7 – Common Stock As of December 31, 2023 and 2022, the Company was authorized to issue 150,000,000 and 75,000,000 shares of common stock, respectively, with a par value of $0.0001 per share. As of December 31, 2023 and 2022, 55,848,272 and 33,659,460 shares were outstanding, respectively. January and February 2023 Issuance of Common Stock On February 6, 2023, the Company completed a $7.5 million underwritten public offering of 5,340,600 shares of its common stock and warrants to purchase up to 2,670,300 shares of common stock, including the full exercise of the underwriter’s overallotment option. The warrants were offered at the rate of one warrant for every two shares of purchased common stock and are exercisable at a price per share of $1.57 (See Note 8). The public offering price per share, before the underwriters’ discount and commissions, for each share of common stock and accompanying warrant was $1.40. The Company used the relative fair value method to allocate the gross proceeds of approximately $7.5 million between the common stock and the warrants. The net proceeds from the offering were approximately $6.7 million after the deduction of underwriting discounts, commissions and other offering expenses that were approximately $0.8 million. The Company recorded the fair value of the warrants of $1.5 million as additional costs of issuance, thus reducing the net proceeds of $6.7 million to $5.2 million as presented in the accompanying consolidated statements of stockholders’ equity. June 2023 Issuance of Common Stock On June 15, 2023, the Company completed a $9.2 million underwritten public offering of 9,200,000 shares of its common stock, including the full exercise of the underwriter’s overallotment option. The public offering price per share, before the underwriters’ discount and commissions, for each share of common stock was $1.00. The net proceeds from the offering were approximately $8.1 million after the deduction of underwriting discounts, commissions and other offering expenses that were approximately $1.1 million. November 2023 Issuance of Common Stock On November 17, 2023, the Company completed a $4.1 million underwritten public offering of 4,870,600 shares of its common stock, including the full exercise of the underwriter’s overallotment option. The public offering price per share, before the underwriters’ discount and commissions, for each share of common stock was $0.85. The net proceeds from the offering were approximately $3.6 million after the deduction of underwriting discounts, commissions and other offering expenses that were approximately $0.5 million. At-the-Market Issuance of Common Stock On August 15, 2022, the Company entered into an At-the-Market Issuance Agreement (the “Issuance Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”). Pursuant to the terms of the Issuance Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s common stock having an aggregate offering price of up to $50,000,000 (the “Shares”). Sales of Shares, if any, may be made by means of transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including block trades, ordinary brokers’ transactions on the Nasdaq Capital Market or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or by any other method permitted by law. Under the terms of the Issuance Agreement, the Company may also sell Shares to the Sales Agent as principal for its own accounts at a price to be agreed upon at the time of sale. Any sale of Shares to the Sales Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and the Sales Agent. The Company has no obligation to sell any of the Shares under the Issuance Agreement and may at any time suspend solicitation and offers under the Issuance Agreement. During the year ended December 31, 2023, the Company issued and sold an aggregate of 2,531,757 shares of common stock through the Issuance Agreement at a weighted-average public offering price of $1.31 per share and received net proceeds of $3.2 million. During the year ended December 31, 2022, the Company issued and sold an aggregate of 810,400 shares of common stock through the Issuance Agreement at a weighted-average public offering price of $2.84 per share and received net proceeds of $2.2 million. As of December 31, 2023, an aggregate offering price amount of approximately $44.4 million remains available to be issued and sold under the Issuance Agreement. Common Stock Reserved for Future Issuance Common stock reserved for future issuance at December 31, 2023 is summarized as follows: December 31, 2023 Warrants to purchase common stock 4,757,256 Stock options outstanding 7,448,412 Stock options available for future grants 5,936,692 Total 18,142,360 Early Exercised Stock Option Liability The Exercise Notice (Early Exercise) Agreement states that the Company has the option to repurchase all or a portion of the unvested shares in the event of the separation of the holder from service to the Company. The shares continue to vest in accordance with the original vesting schedules of the former option agreements. During the years ended December 31, 2023 and 2022, no shares of common stock were issued upon the early exercise of common stock options. As of December 31, 2023 and 2022, the Company has recorded a repurchase liability for approximately $23,000 and $136,000 for 43,751 and 266,147 shares that remain unvested, respectively. The weighted average remaining vesting period at December 31, 2023 is less than one year. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrants [Abstract] | |
COMMON STOCK WARRANTS | Note 8 Preferred A Placement Warrants During February 2023, September 2023 and November 2023, the Board approved the amendment of 293,042 Preferred A Placement Warrants to extend the maturity to April 2024. The Company assessed the accounting treatment of the warrant amendments and determined that the amendments are modifications for accounting purposes. The Company determined the modifications had an insignificant impact on the consolidated financial statements. January and February 2023 Warrants In connection with the sale of common stock during January and February 2023, the Company issued warrants to purchase shares of common stock to common stockholders and to the underwriter for 2,322,000 and 348,300 shares, respectively. The warrants are exercisable upon issuance at $1.57 per share and have a 5-year term. Beginning with the one-year anniversary of the issuance dates, the Company may redeem the outstanding warrants in whole or in part at $0.25 per warrant at any time after the date on which (i) the closing price of the Company’s common stock has equaled or exceeded $4.87 for ten consecutive trading days and (ii) the daily trading volume of the Company’s common stock has exceeded 100,000 shares on each of ten trading days. A minimum of thirty days prior written notice of redemption is required. August 2023 Warrants In August 2023, the Company issued warrants to purchase 201,613 shares of common stock to a third-party professional services firm. The following is a summary of the Company’s warrant activity for the years ended December 31, 2023 and 2022: Warrant Issuance Issuance Exercise Outstanding, Granted Exercised Canceled/ Variable Settlement Provision Adjustment Outstanding, Expiration Preferred A Placement Warrants March and $ 1.40 293,042 — — — — 293,042 April 2024 Preferred A Lead Investor Warrants February 2021 $ 0.0125 52,500 — — (52,500 ) — — March 2023 Preferred B Placement Warrants April 2019 $ 2.10 463,798 — — — — 463,798 April 2024 Convertible Notes Placement Warrants August 2020 $ 2.57 171,830 — — — — 171,830 August 2025 Underwriter Warrants March 2021 $ 6.00 956,973 — — — — 956,973 March 2026 January 2023 warrants January 2023 $ 1.57 — 2,322,000 — — — 2,322,000 January 2028 February 2023 warrants February 2023 $ 1.57 — 348,000 — — — 348,000 February 2028 August 2023 warrants August 2023 $ 1.24 — 201,613 — — — 201,613 August 2028 1,938,143 2,871,613 — (52,500 ) — 4,757,256 Warrant Issuance Issuance Exercise Outstanding, Granted Exercised Canceled/ Variable Settlement Provision Adjustment Outstanding, Expiration Preferred A Placement Warrants March and April 2018 and August 2019 $ 1.40 293,042 — — — — 293,042 March and April 2023 Preferred A Lead Investor Warrants February 2021 $ 0.0125 52,500 — — — — 52,500 March 2023 Preferred B Placement Warrants April 2019 $ 2.10 463,798 — — — — 463,798 April 2024 Convertible Notes Placement Warrants August 2020 $ 2.57 171,830 — — — — 171,830 August 2025 Underwriter Warrants March 2021 $ 6.00 956,973 — — — — 956,973 March 2026 1,938,143 — — — — 1,938,143 Warrants Classified as Equity All of the Company’s outstanding warrants are classified as equity instruments since they do not meet the characteristics of a liability or a derivative and are recorded at fair value on the date of issuance. January and February 2023 Warrants The warrants are classified as an equity instrument because they are both indexed to the Company’s own stock and classified in stockholders’ equity. The fair value of the warrants was estimated using a Monte Carlo simulation approach. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified in equity. The fair value at the issuance date was calculated utilizing the Monte Carlo univariate pricing model, which simulates a distribution of stock prices for Movano throughout the remaining performance period, based on certain assumptions of stock price behavior. The following major assumptions were used: (1) the stock price of the Company follows a geometric Brownian motion; (2) the daily stock price for the Company is simulated until the termination date using a volatility estimate based on term-match daily stock price returns of peer companies; and (3) the valuation is done under a risk-neutral framework using the term-matched zero-coupon risk-free interest rate. The major inputs were: Issuance Date Dividend yield — % Expected volatility 60.83 % Risk-free interest rate 3.54 % Expected life 5.0 years Valuation date common stock price $ 1.39 The fair value of the January and February 2023 warrants at the issuance date is approximately $1.5 million. August 2023 Warrants The warrants are classified as equity instruments since they do not meet the characteristics of a liability or a derivative and are recorded at fair value on the date of issuance using the Black-Scholes option pricing model with the following assumptions. The amount of the fair value was insignificant. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | Note 9 – Stock-based Compensation 2019 Equity Incentive Plan Effective as of November 18, 2019, the Company adopted the 2019 Omnibus Incentive Plan (“2019 Plan”) administered by the Board. The 2019 Plan provides for the issuance of incentive stock options, non-statutory stock options, and restricted stock awards, for the purchase of up to a total of 4,000,000 shares of the Company’s common stock to employees, directors, and consultants and replaces the previous plan. The Board or a committee of the Board has the authority to determine the amount, type, and terms of each award. The options granted under the 2019 Plan generally have a contractual term of ten years and a vesting term of four years with a one-year cliff. The exercise price for options granted under the 2019 Plan must generally be at least equal to 100% of the fair value of the Company’s common stock at the date of grant, as determined by the Board. The incentive stock options granted under the 2019 Plan to 10% or greater stockholders must have an exercise price at least equal to 110% of the fair value of the Company’s common stock at the date of grant, as determined by the Board, and have a contractual term of ten years. As of March 25, 2021, the 2019 Plan was amended and restated as a result of which the aggregate number of shares of common stock that may be issued pursuant to the 2019 Plan was increased from 6,000,000 to 7,400,000. On April 15, 2022, the Board approved, subject to stockholder approval, an increase in the aggregate number of shares of common stock that may be issued pursuant to the 2019 Plan from 7,400,000 to 13,400,000. On June 21, 2022, the stockholders approved this increase. As of December 31, 2023, the Company had 4,455,442 shares available for future grant under the 2019 Plan. 2021 Employment Inducement Plan On September 15, 2021 the Company’s Board adopted the Movano, Inc. 2021 Inducement Award Plan (the “Inducement Plan”) without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules (“Rule 5635(c)(4)”). In accordance with Rule 5635(c)(4), awards under the Inducement Plan may only be made to a newly hired employee who has not previously been a member of the Company’s Board, or an employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material inducement to the employee’s entering into employment with the Company or its subsidiary. An aggregate of 2,000,000 shares of the Company’s common stock have been reserved for issuance under the Inducement Plan. As of December 31, 2023, the Company had 1,481,250 shares available for future grant under the Inducement Plan. Stock Options Stock option activity for the years ended December 31, 2023 and 2022 was as follows (in thousands, except share, per share, and remaining life data): Number of Weighted Weighted Intrinsic Outstanding at December 31, 2021 5,592,137 $ 2.29 8.6 years $ 9,912 Granted 2,525,000 $ 2.77 Exercised (77,000 ) $ 0.40 Cancelled (1,120,243 ) $ 3.15 Outstanding at December 31, 2022 6,919,894 $ 2.34 8.2 years $ 2,034 Granted 1,610,375 $ 1.23 Exercised (245,855 ) $ 0.44 Cancelled (836,002 ) $ 2.66 Outstanding at December 31, 2023 7,448,412 $ 2.13 7.1 years $ 726 Exercisable as of December 31, 2023 4,760,030 $ 2.02 6.5 years $ 712 Vested and expected to vest as of December 31, 2023 7,448,412 $ 2.13 7.1 years $ 726 The weighted-average grant date fair value of options granted during the years ended December 31, 2023, and 2022 was $0.74 and $1.48 per share, respectively. During the years ended December 31, 2023 and 2022, 245,855 and 77,000 options were exercised for proceeds of $109,000 and $31,000, respectively. The fair value of the 2,008,712 and 1,707,794 options that vested during the years ended December 31, 2023 and 2022 was approximately $3.1 million and $3.2 million, respectively. On June 21, 2022, the Company granted an award of 100,000 options to the Company’s founder at an exercise price of $5.00 per share. The options were to vest in full upon the shipment of 20,000 product units on or before June 30, 2023. For the years ended December 31, 2023 and 2022, the Company has not recognized stock compensation expense of approximately $0.1 million related to this award as the successful achievement of the performance conditions is not yet probable, and the award has been cancelled. The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of the stock options was estimated using the following weighted average assumptions for the years ended December 31, 2023 and 2022. Year Ended December 31, 2023 2022 Dividend yield — % — % Expected volatility 61.55 % 61.97 % Risk-free interest rate 3.77 % 2.78 % Expected life 5.98 years 6.07 years Dividend Rate Expected Volatility Risk-Free Interest Rate Expected Term Forfeiture Rate The Company has recorded stock-based compensation expense for the years ended December 31, 2023 and 2022 related to the issuance of stock option awards to employees and nonemployees in the consolidated statement of operations and comprehensive loss as follows: Year Ended December 31, 2023 2022 Research and development $ 940 $ 1,169 Sales, general and administrative 2,040 1,927 $ 2,980 $ 3,096 As of December 31, 2023, unamortized compensation expense related to unvested stock options was approximately $4.0 million, which is expected to be recognized over a weighted average period of 2.0 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 10 – Commitments and Contingencies Operating Leases As of December 31, 2023, the Company had one office lease for the Corporate headquarters and laboratory space. On April 15, 2021, the Company executed a lease agreement for corporate office space. The lease commenced on May 14, 2021 when the improvements were completed by the landlord and the Company had access to the facility. The lease term is 40 months, and the base rent is approximately $14,000 per month for the first twelve months, with subsequent escalation provisions for future months. The Company paid a security deposit of approximately $47,000. On April 22, 2022, the Company executed an amendment to its corporate office lease agreement for additional corporate office space. The lease term for the additional space is 36 months from the expansion commencement date of June 23, 2022. The base rent is approximately $5,100 per month for the first twelve months, with subsequent escalation provisions for future months. The Company paid an additional security deposit of approximately $5,500. Finance Lease On November 22, 2023, the Company executed a lease agreement for equipment. The lease term is 36 months, and the monthly payment is approximately $1,700. The lease agreement has a bargain purchase option at the end of the lease term. The balances of the lease related accounts as of December 31, 2023 and 2022 are as follows (in thousands): As of December 31, Operating and Finance leases 2023 2022 Right-of-use assets $ 247 $ 389 Operating lease liabilities - Short-term $ 203 $ 212 Operating lease liabilities - Long-term $ 15 $ 214 Finance lease liabilities - Short-term $ 14 $ — Finance lease liabilities - Long-term $ 35 $ — Right-of-use assets are included in other assets on the consolidated balance sheets. The short-term lease liabilities and the long-term lease liabilities are included in other current liabilities and other noncurrent liabilities, respectively, on the consolidated balance sheets. The components of lease expense and supplemental cash flow information as of and for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year Ended December 31, 2023 2022 Lease Cost: Operating lease cost $ 261 $ 226 Other Information: Cash paid for amounts included in the measurement of lease liabilities for the year ended $ 243 $ 209 Weighted average remaining lease term - operating leases (in years) 0.90 1.97 Average discount rate - operating leases 10.00 % 10.00 % Weighted average remaining lease term - financing leases (in years) 3.00 — Average discount rate - financing leases 15.08 % — Future minimum lease payments are as follows as of December 31, 2023 (in thousands): 2024 224 2025 48 2026 18 Total lease payments 290 Less: Interest (23 ) Total lease liabilities $ 267 Litigation From time to time, the Company may become involved in various litigation and administrative proceedings relating to claims arising from its operations in the normal course of business. Management is not currently aware of any matters that may have a material adverse impact on the Company’s business, financial position, results of operations or cash flows. Indemnification The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. No amounts associated with such indemnifications have been recorded as of December 31, 2023. Non-cancelable Obligations The Company did not have any non-cancelable contractual commitments as of December 31, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES For the years ended December 31, 2023 and 2022, no U.S. provision or benefit for income taxes was recorded and an insignificant amount of Ireland provision for income taxes for the years ended December 31, 2023 and 2022 was offset by credits. The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal rate as follows: Year Ended December 31, 2023 2022 U.S. federal provision (benefit): At statutory rate 21 % 21 % Valuation allowance (23 )% (22 )% Changes in stock-based compensation (1 )% (1 )% Other 3 % 1 % Effective tax rate — — Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Gross deferred tax assets: Net operating loss carryforwards $ 13,396 $ 10,040 Research and development credit carryforward 2,703 1,434 Capitalized research and development 5,964 3,444 Accrued bonus 41 464 Stock-based compensation 999 590 Lease liabilities 56 90 Other 12 53 Total gross deferred tax assets 23,171 16,115 Less valuation allowance (23,101 ) (16,024 ) Total net deferred tax assets 70 91 Deferred tax liabilities: Property and equipment (18 ) (9 ) Right-of-use assets (52 ) (82 ) Total deferred tax liabilities 70 (91 ) Net deferred tax assets $ — $ — During 2023 and 2022, the Company has maintained a valuation allowance against the net deferred tax assets due to the uncertainty surrounding the realization of those assets. The Company periodically evaluates the recoverability of the deferred tax assets and, when it is determined to be more-likely-than-not that the deferred tax assets are realizable, the valuation allowance is reduced. The valuation allowance increased by approximately $7.1 million and $7.0 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company has federal net operating loss carryforwards of approximately $64.8 million and $48.5 million, respectively, all of which do not expire. The net operating loss carryforwards may be available to offset future taxable income for income tax purposes. As of December 31, 2023 and 2022, the Company has federal research and development (“R&D”) credit carryforwards of approximately $2.4 million and $1.2 million, respectively. The federal R&D credits begin to expire in 2039. As of December 31, 2023 and 2022, the Company has California R&D credit carryforwards of approximately $1.5 million and $1.1 million, respectively. The California R&D credits do not expire. In accordance with the 2017 Tax Act, research and experimental, or R&E, expenses under IRC Section 174 are required to be capitalized beginning in 2022. R&E expenses are required to be amortized over a period of five years for domestic expenses and 15 years for foreign expenses. The Internal Revenue Code imposes limitations on a corporation’s ability to utilize net operating loss (“NOL”) and credit carryovers if it experiences an ownership change as defined in Section 382. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. If an ownership change has occurred, or were to occur, utilization of the Company’s NOLs and credit carryovers could be restricted. The Company accounts for uncertainty in income taxes pursuant to the relevant authoritative guidance. The guidance clarified the recognition of tax positions taken, or expected to be taken, on a tax return. The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. No liability related to uncertain tax positions is recorded in the financial statements. The Company files income tax returns in the U.S. federal jurisdiction and in various states. For jurisdictions in which tax filings have been filed, all tax years remain open for examination by the federal and various state authorities for three and four years, respectively, from the date of utilization of any net operating losses or credits. Total gross unrecognized tax benefit liabilities as of December 31, 2023 and 2022 were approximately $1.2 million and $0.8 million, respectively, related to Federal and California R&D credits. As of December 31, 2023 and 2022, the Company had no unrecognized tax benefits, which, if recognized would affect the Company’s effective tax rate due to the full valuation allowance. The Company’s policy is to classify interest and penalties related to unrecognized tax benefits as part of the income tax provision (benefit) in the statements of operations. The Company had no accrued interest and penalties related to unrecognized tax benefits as of December 31, 2023. The following is a rollforward of the total gross unrecognized tax benefits for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Beginning Balance $ 811 $ 487 Gross Increases - Tax Position in Prior Periods — 1 Gross Increases - Tax Position in Current Period 423 323 Ending Balance $ 1,234 $ 811 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Share Attributable to Common Stockholders [Abstract] | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | Note 12 – NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table computes the computation of the basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2023 and 2022 is as follows (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Numerator: Net loss $ (29,283 ) $ (30,329 ) Denominator: Weighted average shares used in computing net loss per share, basic and diluted 46,195,403 33,025,721 Net loss per share, basic and diluted $ (0.63 ) $ (0.92 ) The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022 because including them would have been antidilutive are as follows: Year Ended December 31, 2023 2022 Shares subject to options to purchase common stock 7,448,412 6,769,694 Shares subject to warrants to purchase common stock 4,757,256 1,938,143 Total 12,205,668 8,707,837 For the year ended December 31, 2022, performance based option awards for 150,200 shares of common stock, respectively, are not included in in the table above or considered in the calculation of diluted earnings per share until the performance conditions of the option award are considered probable by the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 13 – Subsequent Events On April 2, 2024, the Company entered into a securities purchase agreement for the private placement of an aggregate of 45,252,517 units with each unit consisting of (1) one share of the Company’s common stock or at the election of the purchaser a pre-funded warrant, and (2) one warrant to purchase one share of common stock. The purchase price paid for each Unit was $0.533. Certain directors and officers participated and purchased 287,500 of the units at an offering price of $0.565 per share. Pre-funded warrants totaling 3,149,028 shares were issued. Each pre-funded warrant has an exercise price equal to $0.001 per share or calculated pursuant to the cashless exercise provision. The warrants were immediately exercisable on the date of issuance and do not expire. Warrants totaling 45,252,517 shares were issued. Each warrant that was issued to holders other than the Company’s officers and directors has an exercise price equal to $0.4071 per share or calculated pursuant to the cashless exercise provision. The warrants issued to the Company’s officers and directors have an exercise price equal to $0.44 or calculated pursuant to the cashless exercise provision. The warrants were exercisable immediately and expire on the fifth anniversary of the initial exercise date of the warrant. After April 4, 2025, the warrants may be redeemed in whole or in part at the option of the Company with at least thirty days’ notice to the holder of the warrant, which notice may not be given before, but may be given at any time after the date on which (i) the closing price of the Company’s common stock has equaled or exceeded $5.00 for ten consecutive trading days and (ii) the daily trading volume of the common stock has exceeded 100,000 shares on each of such ten trading days. The redemption price is $0.025 per share. The gross proceeds were approximately $24.1 million, before deducting offering fees and expenses of approximately $1.4 million. The offering closed on April 5, 2024. Common stock shares of 42,103,489 were issued. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (29,283) | $ (30,329) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has prepared the accompanying consolidated financial statements in accordance with GAAP. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include the fair value of stock options and warrants and income taxes. Estimates are periodically reviewed considering changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. The Company’s chief operating decision maker is the Chief Executive Officer. |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments The Company invests its excess cash primarily in money market funds, commercial paper and short-term debt securities. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2023 and 2022, the Company did not hold any short-term investments. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. Substantially all cash and cash equivalents are held in United States financial institutions. Cash equivalents consist of interest-bearing money market accounts and institutional money market funds. The amounts deposited in the money market accounts exceed federally insured limits. Further, the Company has amounts in excess of federally insured limits as of December 31, 2023 at one financial institution that totaled approximately $2.5 million. The Company has not experienced any losses related to this account and believes the associated credit risk to be minimal due to the financial condition of the depository institutions in which those deposits are held. The Company is dependent on third-party manufacturers to supply products for research and development activities. These programs could be adversely affected by a significant interruption in the supply of such materials. The Company has no financial instruments with off-balance sheet risk of loss. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were primarily comprised of prepaid expenses and other current receivables. |
Inventory | Inventory Inventory, which consists of raw materials, is stated at the lower of cost or net realizable value. Cost comprises purchase price and incidental expenses incurred in bringing the inventory to its present location and condition. Cost is computed using the weighted-average cost method. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimate net realized value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. |
Software Development Costs | Software Development Costs Costs related to software development are included in research and development expense until the point that technological feasibility is reached, which, for the Company’s product, will be shortly before the product is released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the product. During the years ended December 31, 2023 and 2022, no development costs were capitalized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. |
Revenue | Revenue The Company generates revenue from the sale of Evie Rings, portable chargers and charging cables, ring sizers, and mobile applications. As part of the purchase, customers also receive customer support and future unspecified software updates. These items are collectively referred to as the Evie Ring Elements. During the year ended December 31, 2023 the Company began taking pre-orders for the Evie Ring Elements but did not deliver any Evie Rings as of December 31, 2023. The Company recognizes revenue when control is transferred to the customer in an amount that reflects the net consideration to which the Company expects to be entitled. In determining how revenue should be recognized, a five-step process is used which includes identifying the contract, identifying the distinct performance obligations, determining the transaction price, allocating the transaction price to each distinct performance obligation, and determining the timing of revenue recognition for each distinct performance obligation. For each contract, the Company considers the obligation to transfer the Evie Ring Elements, each of which are distinct, to be separate performance obligations. Transaction price for the Evie Ring Elements reflects the net consideration to which the Company expects to be entitled. Transaction price is based on the sales price. The Company includes an estimate of variable consideration in the calculation of the transaction price at the time of sale. Variable consideration primarily includes product return provisions. The Company classifies the product return provisions as liabilities in the consolidated balance sheet. The adequacy of the estimates for the variable consideration is reviewed at each reporting date. If the actual amount of consideration differs from the estimates, the Company would adjust the estimates, impacting revenue in the period that such variances become known. If any of the judgments were to change, this change could cause a material increase or decrease in the amount of revenue reported in a particular period. The Company allocates the transaction price to each performance obligation using the relative standalone selling price (“SSP”) for each distinct good or service in the contract. The Company offers limited rights of return for a 30-day right of return, whereby customers may return the Evie Ring Elements. The Company records revenue from the sales of the Evie Ring Elements upon transfer of control of the distinct Evie Ring Elements to the customer. The Company typically determines transfer of control for the Evie Ring Elements based on when the product is delivered, or when our customer has obtained the significant risks and reward of ownership. The future unspecified software updates and customer support that the Company offers are separate performance obligations, and revenue is recognized over time on a ratable basis. The sales of the Evie Ring Elements include an assurance warranty. Contract balances represent amounts presented in the consolidated balance sheets when the Company has transferred goods or services to the customer, or the customer has paid consideration to the Company under the contract. Payment is made by the customer upon the purchase of the Evie Ring Elements, and the Company has no accounts receivable at December 31, 2023, 2022, or 2021, respectively. The Company records deferred revenue when cash payments from customers are received prior to the transfer of control or satisfaction of the related performance obligations. A contract asset is recorded when inventory has shipped but control has not yet transferred to the customer. Deferred revenue at December 31, 2023 was $1.3 million and is included in current liabilities on the consolidated balance sheets. There was no deferred revenue at December 31, 2022 or 2021, respectively. There were no contract assets at December 31, 2023, 2022, or 2021, respectively. The Company collects sales taxes at the point of sale and remits the taxes to the proper state authorities. Sales tax is excluded from the measurement of the transaction price. Shipping and handling costs are incurred as part of fulfillment activities with customers and are included as a component of cost of revenue. |
Determining the Timing of Satisfaction of Performance Obligations | In determining how revenue should be recognized, a five-step process is used which includes identifying the contract, identifying the distinct performance obligations, determining the transaction price, allocating the transaction price to each distinct performance obligation, and determining the timing |
Advertising Costs | Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expenses were $1.35 million for the year ending December 31, 2023 and were not significant for the year ended December 31, 2022. These costs are included in “Sales, general and administrative expenses” in the accompanying consolidated statements of operations and comprehensive loss. |
Research and Development | Research and Development Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on the Company’s behalf. |
Stock-Based Compensation | Stock-Based Compensation The Company measures equity classified stock-based awards granted to employees, directors, and nonemployees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term, the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures as they occur. |
Common Stock Warrants | Common Stock Warrants The Company assesses each warrant to determine if it meets the characteristics of a liability or a derivative, and if the warrant does meet the characteristics of a liability or a derivative, the warrant is measured at fair value. The derivative liabilities are remeasured at each period end, on a recurring basis, to the estimated fair value with the changes in fair value reflected as current period income or loss until the warrant is exercised, extinguished, or expires. If the warrant does not meet the characteristics of a liability or a derivative, the warrant is classified as equity and recorded at its fair value on the date of issuance. The fair value of warrants is estimated using appropriate pricing models based on the nature and characteristics of the underlying warrants. |
Early Exercised Stock Option Liability | Early Exercised Stock Option Liability Upon the early exercise of stock options by employees, the Company records as a liability the purchase price of unvested common stock that the Company has a right to repurchase if and when the employment of the stockholder terminates before the end of the requisite service period. The proceeds originally recorded as a liability are reclassified to additional paid-in capital as the Company’s repurchase right lapses. |
Leases | Leases The Company determines if an arrangement is a lease or implicitly contains a lease at inception based on the lease definition, and if the lease is classified as an operating lease or finance lease in accordance with Accounting Standards Codification 842, Leases For leases which do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments over a similar term. In determining the estimated incremental borrowing rate, the Company considers relevant banking rates and the Company’s costs incurred for underwriting discounts and financing costs in its previous equity financings. The ROU assets also include any lease payments made and exclude lease incentives. For operating leases, lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components within a contract are generally accounted for separately. Short-term leases of twelve months or less, if any. are expensed as incurred which approximates the straight-line basis due to the short-term nature of the leases. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. As the Company maintained a full valuation allowance against its deferred tax assets, the changes resulted in no provision or benefit from income taxes during the years ended December 31, 2023 and 2022. The Company accounts for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company establishes a liability for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. The Company records an income tax liability, if any, for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax returns. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The liability is adjusted considering changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of liability provisions and changes to the liability that are considered appropriate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share since the effects of potentially dilutive securities are antidilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures Income Taxes |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair Value | The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands). December 31, 2023 Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 4,393 $ 4,393 $ — $ — Total cash equivalents $ 4,393 $ 4,393 $ — $ — December 31, 2022 Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 8,171 $ 8,171 $ — $ — Total cash equivalents $ 8,171 $ 8,171 $ — $ — |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents consist of the following (in thousands): December 31, 2023 2022 Cash and cash equivalents: Cash $ 1,725 $ 2,588 Money market funds 4,393 8,171 Total cash and cash equivalents $ 6,118 $ 10,759 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, as of December 31, 2023 and 2022, consisted of the following (in thousands): December 31, 2023 2022 Office equipment and furniture $ 266 $ 263 Software 144 131 Test equipment 310 277 Total property and equipment 720 671 Less: accumulated depreciation (378 ) (228 ) Total property and equipment, net $ 342 $ 443 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Accrued compensation $ 299 $ 2,708 Accrued research and development 461 536 Accrued vacation 246 243 Accrued severance payment 5 517 Lease liabilities, current portion 217 212 Other 301 205 Total other current liabilities $ 1,529 $ 4,421 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance at December 31, 2023 is summarized as follows: December 31, 2023 Warrants to purchase common stock 4,757,256 Stock options outstanding 7,448,412 Stock options available for future grants 5,936,692 Total 18,142,360 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrants [Abstract] | |
Schedule of Company's Warrant Activity | The following is a summary of the Company’s warrant activity for the years ended December 31, 2023 and 2022: Warrant Issuance Issuance Exercise Outstanding, Granted Exercised Canceled/ Variable Settlement Provision Adjustment Outstanding, Expiration Preferred A Placement Warrants March and $ 1.40 293,042 — — — — 293,042 April 2024 Preferred A Lead Investor Warrants February 2021 $ 0.0125 52,500 — — (52,500 ) — — March 2023 Preferred B Placement Warrants April 2019 $ 2.10 463,798 — — — — 463,798 April 2024 Convertible Notes Placement Warrants August 2020 $ 2.57 171,830 — — — — 171,830 August 2025 Underwriter Warrants March 2021 $ 6.00 956,973 — — — — 956,973 March 2026 January 2023 warrants January 2023 $ 1.57 — 2,322,000 — — — 2,322,000 January 2028 February 2023 warrants February 2023 $ 1.57 — 348,000 — — — 348,000 February 2028 August 2023 warrants August 2023 $ 1.24 — 201,613 — — — 201,613 August 2028 1,938,143 2,871,613 — (52,500 ) — 4,757,256 Warrant Issuance Issuance Exercise Outstanding, Granted Exercised Canceled/ Variable Settlement Provision Adjustment Outstanding, Expiration Preferred A Placement Warrants March and April 2018 and August 2019 $ 1.40 293,042 — — — — 293,042 March and April 2023 Preferred A Lead Investor Warrants February 2021 $ 0.0125 52,500 — — — — 52,500 March 2023 Preferred B Placement Warrants April 2019 $ 2.10 463,798 — — — — 463,798 April 2024 Convertible Notes Placement Warrants August 2020 $ 2.57 171,830 — — — — 171,830 August 2025 Underwriter Warrants March 2021 $ 6.00 956,973 — — — — 956,973 March 2026 1,938,143 — — — — 1,938,143 |
Schedule of Major Inputs | The major inputs were: Issuance Date Dividend yield — % Expected volatility 60.83 % Risk-free interest rate 3.54 % Expected life 5.0 years Valuation date common stock price $ 1.39 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2023 and 2022 was as follows (in thousands, except share, per share, and remaining life data): Number of Weighted Weighted Intrinsic Outstanding at December 31, 2021 5,592,137 $ 2.29 8.6 years $ 9,912 Granted 2,525,000 $ 2.77 Exercised (77,000 ) $ 0.40 Cancelled (1,120,243 ) $ 3.15 Outstanding at December 31, 2022 6,919,894 $ 2.34 8.2 years $ 2,034 Granted 1,610,375 $ 1.23 Exercised (245,855 ) $ 0.44 Cancelled (836,002 ) $ 2.66 Outstanding at December 31, 2023 7,448,412 $ 2.13 7.1 years $ 726 Exercisable as of December 31, 2023 4,760,030 $ 2.02 6.5 years $ 712 Vested and expected to vest as of December 31, 2023 7,448,412 $ 2.13 7.1 years $ 726 |
Schedule of Weighted Average Assumptions for Fair Value of Options Estimated | The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of the stock options was estimated using the following weighted average assumptions for the years ended December 31, 2023 and 2022. Year Ended December 31, 2023 2022 Dividend yield — % — % Expected volatility 61.55 % 61.97 % Risk-free interest rate 3.77 % 2.78 % Expected life 5.98 years 6.07 years |
Schedule of Stock-Based Compensation Expense to Employees and Non-Employees | The Company has recorded stock-based compensation expense for the years ended December 31, 2023 and 2022 related to the issuance of stock option awards to employees and nonemployees in the consolidated statement of operations and comprehensive loss as follows: Year Ended December 31, 2023 2022 Research and development $ 940 $ 1,169 Sales, general and administrative 2,040 1,927 $ 2,980 $ 3,096 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Operating Lease Related Accounts | The balances of the lease related accounts as of December 31, 2023 and 2022 are as follows (in thousands): As of December 31, Operating and Finance leases 2023 2022 Right-of-use assets $ 247 $ 389 Operating lease liabilities - Short-term $ 203 $ 212 Operating lease liabilities - Long-term $ 15 $ 214 Finance lease liabilities - Short-term $ 14 $ — Finance lease liabilities - Long-term $ 35 $ — |
Schedule of Lease Expense and Supplemental Cash Flow | The components of lease expense and supplemental cash flow information as of and for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year Ended December 31, 2023 2022 Lease Cost: Operating lease cost $ 261 $ 226 Other Information: Cash paid for amounts included in the measurement of lease liabilities for the year ended $ 243 $ 209 Weighted average remaining lease term - operating leases (in years) 0.90 1.97 Average discount rate - operating leases 10.00 % 10.00 % Weighted average remaining lease term - financing leases (in years) 3.00 — Average discount rate - financing leases 15.08 % — |
Schedule of Future Minimum Lease Payments | Future minimum lease payments are as follows as of December 31, 2023 (in thousands): 2024 224 2025 48 2026 18 Total lease payments 290 Less: Interest (23 ) Total lease liabilities $ 267 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Effective Tax Rate of the Company’s Provision (Benefit) for Income Taxes | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal rate as follows: Year Ended December 31, 2023 2022 U.S. federal provision (benefit): At statutory rate 21 % 21 % Valuation allowance (23 )% (22 )% Changes in stock-based compensation (1 )% (1 )% Other 3 % 1 % Effective tax rate — — |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Gross deferred tax assets: Net operating loss carryforwards $ 13,396 $ 10,040 Research and development credit carryforward 2,703 1,434 Capitalized research and development 5,964 3,444 Accrued bonus 41 464 Stock-based compensation 999 590 Lease liabilities 56 90 Other 12 53 Total gross deferred tax assets 23,171 16,115 Less valuation allowance (23,101 ) (16,024 ) Total net deferred tax assets 70 91 Deferred tax liabilities: Property and equipment (18 ) (9 ) Right-of-use assets (52 ) (82 ) Total deferred tax liabilities 70 (91 ) Net deferred tax assets $ — $ — |
Schedule of Total Gross Unrecognized Tax Benefits | The following is a rollforward of the total gross unrecognized tax benefits for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Beginning Balance $ 811 $ 487 Gross Increases - Tax Position in Prior Periods — 1 Gross Increases - Tax Position in Current Period 423 323 Ending Balance $ 1,234 $ 811 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table computes the computation of the basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2023 and 2022 is as follows (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Numerator: Net loss $ (29,283 ) $ (30,329 ) Denominator: Weighted average shares used in computing net loss per share, basic and diluted 46,195,403 33,025,721 Net loss per share, basic and diluted $ (0.63 ) $ (0.92 ) |
Schedule of Diluted Net Loss Per Share Attributable to Common Stockholders | The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022 because including them would have been antidilutive are as follows: Year Ended December 31, 2023 2022 Shares subject to options to purchase common stock 7,448,412 6,769,694 Shares subject to warrants to purchase common stock 4,757,256 1,938,143 Total 12,205,668 8,707,837 |
Business Organization, Nature_2
Business Organization, Nature of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 15, 2023 | Feb. 06, 2023 | Nov. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Organization, Nature of Operations [Line Items] | |||||
Underwritten public offering | $ 9,200 | $ 7,500 | |||
Underwritten shares of common stock (in Shares) | 9,200,000 | 5,340,600 | |||
Exercisable at a price per share (in Dollars per share) | $ 1.57 | $ 0.001 | |||
Warrant per share (in Dollars per share) | $ 1.4 | ||||
Net proceeds | $ 8,100 | $ 6,700 | |||
Underwritten public offering | $ 4,100 | ||||
Shares of common stock (in Shares) | 4,870,600 | ||||
Common stock, par value (in Dollars per share) | $ 1 | $ 0.85 | $ 0.0001 | $ 0.0001 | |
Net proceeds | $ 3,600 | $ 3,200 | $ 2,200 | ||
Proceeds from equity offerings | 5,600 | ||||
Offering price | 44,400 | ||||
Accumulated deficit | (124,380) | $ (95,097) | |||
Common Stock [Member] | |||||
Business Organization, Nature of Operations [Line Items] | |||||
Exercisable at a price per share (in Dollars per share) | $ 1 | $ 1.57 | |||
Common stock, par value (in Dollars per share) | $ 0.85 | ||||
Warrants [Member] | |||||
Business Organization, Nature of Operations [Line Items] | |||||
Underwritten shares of common stock (in Shares) | 2,670,300 | ||||
Liquidity and Going Concern [Member] | |||||
Business Organization, Nature of Operations [Line Items] | |||||
Accumulated deficit | $ 124,400 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Summary of Significant Accounting Policies [Abstract] | |
Number of segments | 1 |
Amounts excess | $ 2,500,000 |
Deferred revenue | 1,300,000 |
Advertising expenses | 1,350,000 |
Operating lease liabilities | $ 842 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash equivalents: | ||
Total cash equivalents | $ 4,393 | $ 8,171 |
Money Market Funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,393 | 8,171 |
Level 1 [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,393 | 8,171 |
Level 1 [Member] | Money Market Funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 4,393 | 8,171 |
Level 2 [Member] | ||
Cash equivalents: | ||
Total cash equivalents | ||
Level 2 [Member] | Money Market Funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | ||
Level 3 [Member] | ||
Cash equivalents: | ||
Total cash equivalents | ||
Level 3 [Member] | Money Market Funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents |
Cash and Cash Equivalents (Det
Cash and Cash Equivalents (Details) - Schedule of Cash and Cash Equivalents - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and cash equivalents: | ||
Total cash and cash equivalents | $ 6,118 | $ 10,759 |
Cash [Member] | ||
Cash and cash equivalents: | ||
Total cash and cash equivalents | 1,725 | 2,588 |
Money market funds [Member] | ||
Cash and cash equivalents: | ||
Total cash and cash equivalents | $ 4,393 | $ 8,171 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Line Items] | ||
Total depreciation and amortization expense | $ 158,000 | $ 147,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 720 | $ 671 |
Less: accumulated depreciation | (378) | (228) |
Total property and equipment, net | 342 | 443 |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 266 | 263 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 144 | 131 |
Test equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 310 | $ 277 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of Other Current Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current Liabilities [Abstract] | ||
Accrued compensation | $ 299 | $ 2,708 |
Accrued research and development | 461 | 536 |
Accrued vacation | 246 | 243 |
Accrued severance payment | 5 | 517 |
Lease liabilities, current portion | 217 | 212 |
Other | 301 | 205 |
Total other current liabilities | $ 1,529 | $ 4,421 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 15, 2023 | Feb. 06, 2023 | Aug. 15, 2022 | Nov. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock [Line Items] | ||||||
Common stock, shares authorized (in Shares) | 150,000,000 | 75,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 1 | $ 0.85 | $ 0.0001 | $ 0.0001 | ||
Common stock, outstanding (in Shares) | 55,848,272 | 33,659,460 | ||||
Underwritten public offering | $ 7,500,000 | $ 4,100,000 | ||||
Underwritten shares of common stock (in Shares) | 9,200,000 | 5,340,600 | ||||
Exercisable at a price per share (in Dollars per share) | $ 1.57 | $ 0.001 | ||||
Warrant per share (in Dollars per share) | $ 1.4 | |||||
Gross proceeds | $ 7,500,000 | |||||
Net proceeds | $ 8,100,000 | 6,700,000 | ||||
Other offering expenses | 1,100,000 | 800,000 | 500,000 | |||
Fair value of the warrants | 1,500,000 | |||||
Underwritten public offering | $ 9,200,000 | 7,500,000 | ||||
Common stock, shares issued (in Shares) | 55,848,272 | 33,659,460 | ||||
Net proceeds | $ 3,600,000 | $ 3,200,000 | $ 2,200,000 | |||
Aggregate offering price | $ 50,000,000 | $ 44,400,000 | ||||
Aggregate shares of common stock (in Shares) | 2,531,757 | 810,400 | ||||
Weighte average public offering price (in Dollars per share) | $ 1.31 | $ 2.84 | ||||
Repurchase liability | $ 23,000 | $ 136,000 | ||||
Unvested shares (in Shares) | 43,751 | 266,147 | ||||
Weighted average vesting period | 1 year | |||||
Over-Allotment Option [Member] | ||||||
Common Stock [Line Items] | ||||||
Common stock, shares issued (in Shares) | 4,870,600 | |||||
Maximum [Member] | ||||||
Common Stock [Line Items] | ||||||
Net proceeds | 6,700,000 | |||||
Minimum [Member] | ||||||
Common Stock [Line Items] | ||||||
Net proceeds | $ 5,200,000 | |||||
Warrant [Member] | ||||||
Common Stock [Line Items] | ||||||
Underwritten shares of common stock (in Shares) | 2,670,300 | |||||
Exercisable at a price per share (in Dollars per share) | $ 0.4071 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of Common Stock Reserved for Future Issuance | Dec. 31, 2023 shares |
Schedule of Common Stock Reserved for Future Issuance [Abstract] | |
Warrants to purchase common stock | 4,757,256 |
Stock options outstanding | 7,448,412 |
Stock options available for future grants | 5,936,692 |
Total | 18,142,360 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||||||
Feb. 28, 2023 | Jan. 31, 2023 | Feb. 28, 2021 | Dec. 31, 2023 | Feb. 06, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 28, 2019 | Apr. 16, 2019 | Apr. 23, 2018 | Mar. 14, 2018 | |
Common Stock Warrants [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 0.001 | $ 1.57 | |||||||||
Warrants issued | 4,757,256 | 1,938,143 | 1,938,143 | ||||||||
Warrants term | 1 year 6 months 25 days | ||||||||||
Warrants cancelled | 100,000 | ||||||||||
Preferred A Placement Warrants [Member] | |||||||||||
Common Stock Warrants [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 1.4 | $ 1.4 | |||||||||
Warrants issued | 293,042 | 293,042 | 293,042 | 348,300 | 2,322,000 | ||||||
January and February 2023 Warrants [Member] | |||||||||||
Common Stock Warrants [Line Items] | |||||||||||
Warrants issuance (in Dollars) | $ 1.5 | $ 1.5 | |||||||||
Preferred A Placement Warrants [Member] | |||||||||||
Common Stock Warrants [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 293,042 | ||||||||||
Common stock shares issued percentage | 0.25% | ||||||||||
Conversion of shares | 4.87 | ||||||||||
Preferred B Placement Warrants [Member] | |||||||||||
Common Stock Warrants [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 5 | ||||||||||
Preferred A Lead Investor Warrants [Member] | |||||||||||
Common Stock Warrants [Line Items] | |||||||||||
Warrants for common stock | 201,613 |
Common Stock Warrants (Detail_2
Common Stock Warrants (Details) - Schedule of Company's Warrant Activity - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Feb. 06, 2023 | |
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 0.001 | $ 1.57 | |
Warrant Issuance, Outstanding beginning | 1,938,143 | 1,938,143 | |
Warrant Issuance, Granted | 2,871,613 | ||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | (52,500) | ||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 4,757,256 | 1,938,143 | |
Preferred A Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Issuance | March and April 2018 and August 2019 | March and April 2018 and August 2019 | |
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 1.4 | $ 1.4 | |
Warrant Issuance, Outstanding beginning | 293,042 | 293,042 | |
Warrant Issuance, Granted | |||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | |||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 293,042 | 293,042 | |
Warrant Issuance, Expiration | April 2024 | March and April 2023 | |
Preferred A Lead Investor Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Issuance | February 2021 | February 2021 | |
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 0.0125 | $ 0.0125 | |
Warrant Issuance, Outstanding beginning | 52,500 | 52,500 | |
Warrant Issuance, Granted | |||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | (52,500) | ||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 52,500 | ||
Warrant Issuance, Expiration | March 2023 | March 2023 | |
Preferred B Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Issuance | April 2019 | April 2019 | |
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 2.1 | $ 2.1 | |
Warrant Issuance, Outstanding beginning | 463,798 | 463,798 | |
Warrant Issuance, Granted | |||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | |||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 463,798 | 463,798 | |
Warrant Issuance, Expiration | April 2024 | April 2024 | |
Convertible Notes Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Issuance | August 2020 | August 2020 | |
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 2.57 | $ 2.57 | |
Warrant Issuance, Outstanding beginning | 171,830 | 171,830 | |
Warrant Issuance, Granted | |||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | |||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 171,830 | 171,830 | |
Warrant Issuance, Expiration | August 2025 | August 2025 | |
Underwriter warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Issuance | March 2021 | March 2021 | |
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 6 | $ 6 | |
Warrant Issuance, Outstanding beginning | 956,973 | 956,973 | |
Warrant Issuance, Granted | |||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | |||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 956,973 | 956,973 | |
Warrant Issuance, Expiration | March 2026 | March 2026 | |
January 2023 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Issuance | January 2023 | ||
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 1.57 | ||
Warrant Issuance, Outstanding beginning | |||
Warrant Issuance, Granted | 2,322,000 | ||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | |||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 2,322,000 | ||
Warrant Issuance, Expiration | January 2028 | ||
February 2023 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Issuance | February 2023 | ||
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 1.57 | ||
Warrant Issuance, Outstanding beginning | |||
Warrant Issuance, Granted | 348,000 | ||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | |||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 348,000 | ||
Warrant Issuance, Expiration | February 2028 | ||
August 2023 warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant Issuance, Issuance | August 2023 | ||
Warrant Issuance, Exercise Price (in Dollars per share) (in Dollars per share) | $ 1.24 | ||
Warrant Issuance, Outstanding beginning | |||
Warrant Issuance, Granted | 201,613 | ||
Warrant Issuance, Exercised | |||
Warrant Issuance, Canceled/ Expired | |||
Warrant Issuance, Variable Settlement Provision Adjustment | |||
Warrant Issuance, Outstanding ending | 201,613 | ||
Warrant Issuance, Expiration | August 2028 |
Common Stock Warrants (Detail_3
Common Stock Warrants (Details) - Schedule of Major Inputs | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Schedule of Major Inputs [Abstract] | |
Dividend yield | |
Expected volatility | 60.83% |
Risk-free interest rate | 3.54% |
Expected life | 5 years |
Valuation date common stock price (in Dollars per share) | $ 1.39 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Jun. 21, 2022 $ / shares shares | Apr. 15, 2022 shares | Sep. 15, 2021 shares | Mar. 25, 2021 shares | Nov. 18, 2019 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Stock-Based Compensation [Line Items] | |||||||
Aggregate shares issued | 150,200 | ||||||
Future grant shares | 18,142,360 | ||||||
Stock options exercised | 245,855 | 77,000 | |||||
Option exercised, shares | 109,000 | 31,000 | |||||
Fair value option | 2,008,712 | 1,707,794 | |||||
Fair value option vested (in Dollars) | $ | $ 3.1 | $ 3.2 | |||||
Granted award options shares | 100,000 | ||||||
Product units | 20,000 | ||||||
Stock compensation expense (in Dollars) | $ | 0.1 | $ 0.1 | |||||
Unamortized compensation expense (in Dollars) | $ | $ 4 | ||||||
Recognized over a weighted average period | 2 years | ||||||
Founder [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 5 | ||||||
2019 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Restricted stock awards shares | 4,000,000 | ||||||
Contractual term | 10 years | ||||||
Vesting term | 4 years | ||||||
Exercise price percentage | 10% | ||||||
Future grant shares | 4,455,442 | ||||||
2021 Employment Inducement Plan [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Aggregate shares issued | 2,000,000 | ||||||
Future grant shares | 1,481,250 | ||||||
Minimum [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Aggregate shares issued | 7,400,000 | 6,000,000 | |||||
Minimum [Member] | 2019 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Fair value percentage | 100% | ||||||
Maximum [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Aggregate shares issued | 13,400,000 | 7,400,000 | |||||
Maximum [Member] | 2019 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Fair value percentage | 110% | ||||||
Equity Option [Member] | |||||||
Stock-Based Compensation [Line Items] | |||||||
Fair value per share (in Dollars per share) | $ / shares | $ 0.74 | $ 1.48 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Stock Option Activity - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation (Details) - Schedule of Stock Option Activity [Line Items] | |||
Number of Options, Outstanding Beginning | 5,592,137 | 6,919,894 | |
Weighted Average Exercise Price, Outstanding Beginning | $ 2.29 | $ 2.34 | |
Weighted Average Remaining Life, Outstanding Beginning | 8 years 7 months 6 days | ||
Intrinsic Value, Outstanding Beginning | $ 9,912 | $ 2,034 | |
Number of Options, Outstanding Granted | 1,610,375 | 2,525,000 | |
Weighted Average Exercise Price Granted | $ 1.23 | $ 2.77 | |
Number of Options, Outstanding Exercisable | 4,760,030 | ||
Weighted Average Exercise Price, Outstanding Exercisable | $ 2.02 | ||
Weighted Average Remaining Life, Outstanding Exercisable | 6 years 6 months | ||
Intrinsic Value, Outstanding Exercisable | $ 712 | ||
Number of Options, Outstanding Vested and expected to vest | 7,448,412 | ||
Weighted Average Exercise Price, Outstanding Vested and expected to vest | $ 2.13 | ||
Weighted Average Remaining Life, Outstanding Vested and expected to vest | 7 years 1 month 6 days | ||
Intrinsic Value, Outstanding Vested and expected to vest | $ 726 | ||
Number of Options, Outstanding Exercised | (245,855) | (77,000) | |
Weighted Average Exercise Price Exercised | $ 0.44 | $ 0.4 | |
Number of Options, Outstanding Cancelled | (836,002) | (1,120,243) | |
Weighted Average Exercise Price Cancelled | $ 2.66 | $ 3.15 | |
Number of Options, Outstanding Ending | 7,448,412 | 6,919,894 | |
Weighted Average Exercise Price, Outstanding Ending | $ 2.13 | $ 2.34 | |
Weighted Average Remaining Life, Outstanding Ending | 7 years 1 month 6 days | 8 years 2 months 12 days | |
Intrinsic Value, Outstanding Ending | $ 726 | $ 2,034 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Weighted Average Assumptions for Fair Value of Options Estimated - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Weighted Average Assumptions for Fair Value of Options Estimated [Line Items] | ||
Dividend yield | ||
Expected volatility | 61.55% | 61.97% |
Risk-free interest rate | 3.77% | 2.78% |
Expected life | 5 years 11 months 23 days | 6 years 25 days |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense to Employees and Non-Employees - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 2,980 | $ 3,096 |
Research and development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 940 | 1,169 |
Sales, general and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 2,040 | $ 1,927 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Nov. 22, 2023 | Apr. 22, 2022 | Apr. 15, 2021 |
Commitments and Contingencies [Line Items] | |||
Lease term | 36 years | 36 months | 40 months |
Base rent | $ 1,700 | $ 5,100 | $ 14,000 |
Security deposit | $ 5,500 | $ 47,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Operating Lease Related Accounts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Operating Lease Related Accounts [Abstract] | ||
Right-of-use assets | $ 247 | $ 389 |
Operating lease liabilities - Short-term | 203 | 212 |
Operating lease liabilities - Long-term | 15 | 214 |
Finance lease liabilities - Short-term | 14 | |
Finance lease liabilities - Long-term | $ 35 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Lease Expense and Supplemental Cash Flow - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease Cost: | ||
Operating lease cost | $ 261 | $ 226 |
Other Information: | ||
Cash paid for amounts included in the measurement of lease liabilities for the year ended | $ 243 | $ 209 |
Weighted average remaining lease term - operating leases (in years) | 10 months 24 days | 1 year 11 months 19 days |
Average discount rate - operating leases | 10% | 10% |
Weighted average remaining lease term - financing leases (in years) | 3 years | |
Average discount rate - financing leases | 15.08% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
2024 | $ 224 |
2025 | 48 |
2026 | 18 |
Total lease payments | 290 |
Less: Interest | (23) |
Total lease liabilities | $ 267 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss Per Share [Line Items] | ||
Valuation allowance increased | $ 7.1 | $ 7 |
Federal net operating loss carryforwards | 64.8 | 48.5 |
Research and development credit carryforwards | 2.4 | 1.2 |
California credit carryforwards | $ 1.5 | 1.1 |
Amortized over period | 5 years | |
Domestic expenses and for foreign expenses term | 15 years | |
Stockholders stock percentage | 50% | |
Uncertain tax position percentage | 50% | |
Unrecognized tax benefit liabilities | $ 1.2 | $ 0.8 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Effective Tax Rate of the Company’s Provision (Benefit) for Income Taxes | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Effective Tax Rate of the Company’s Provision (Benefit) for Income Taxes [Abstract] | ||
At statutory rate | 21% | 21% |
Valuation allowance | (23.00%) | (22.00%) |
Changes in stock-based compensation | (1.00%) | (1.00%) |
Other | 3% | 1% |
Effective tax rate |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Gross deferred tax assets: | ||
Net operating loss carryforwards | $ 13,396 | $ 10,040 |
Research and development credit carryforward | 2,703 | 1,434 |
Capitalized research and development | 5,964 | 3,444 |
Accrued bonus | 41 | 464 |
Stock-based compensation | 999 | 590 |
Lease liabilities | 56 | 90 |
Other | 12 | 53 |
Total gross deferred tax assets | 23,171 | 16,115 |
Less valuation allowance | (23,101) | (16,024) |
Total net deferred tax assets | 70 | 91 |
Deferred tax liabilities: | ||
Property and equipment | (18) | (9) |
Right-of-use assets | (52) | (82) |
Total deferred tax liabilities | 70 | (91) |
Net deferred tax assets |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Total Gross Unrecognized Tax Benefits - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Total Gross Unrecognized Tax Benefits [Abstract] | ||
Beginning Balance | $ 811 | $ 487 |
Gross Increases - Tax Position in Prior Periods | 1 | |
Gross Increases - Tax Position in Current Period | 423 | 323 |
Ending Balance | $ 1,234 | $ 811 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Earnings Per Share [Abstract] | |
Aggregate shares issued | 150,200 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss | $ (29,283) | $ (30,329) |
Denominator: | ||
Weighted average shares used in computing net loss per share, Basic | 46,195,403 | 33,025,721 |
Net loss per share, Basic | $ (0.63) | $ (0.92) |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Basic and Diluted Net Loss Per Share [Abstract] | ||
Weighted average shares used in computing net loss per share, Diluted | 46,195,403 | 33,025,721 |
Net loss per share, Diluted | $ (0.63) | $ (0.92) |
Net Loss Per Share Attributab_6
Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Diluted Net Loss Per Share Attributable to Common Stockholders - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Diluted Net Loss Per Share Attributable to Common Stockholders [Abstract] | ||
Shares subject to options to purchase common stock | 7,448,412 | 6,769,694 |
Shares subject to warrants to purchase common stock | 4,757,256 | 1,938,143 |
Total | 12,205,668 | 8,707,837 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Apr. 05, 2024 | Apr. 02, 2024 | Jun. 15, 2023 | Feb. 06, 2023 | Nov. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [LineItems] | |||||||
Shares issued | 45,252,517 | ||||||
Shares of common stock | 100,000 | ||||||
Exercise price per share (in Dollars per share) | $ 1.57 | $ 0.001 | |||||
Common stock exceeded (in Dollars per share) | 5 | ||||||
Redemption price per share (in Dollars per share) | $ 0.025 | ||||||
Offering fees and expenses (in Dollars) | $ 1.1 | $ 0.8 | $ 0.5 | ||||
Common stock, shares issued | 55,848,272 | 33,659,460 | |||||
Common Stock [Member] | |||||||
Subsequent Event [LineItems] | |||||||
Shares issued | 3,149,028 | ||||||
Common stock, shares issued | 42,103,489 | ||||||
Warrant [Member] | |||||||
Subsequent Event [LineItems] | |||||||
Exercise price per share (in Dollars per share) | $ 0.4071 | ||||||
Forecast [Member] | Private Placement [Member] | |||||||
Subsequent Event [LineItems] | |||||||
Shares issued | 45,252,517 | ||||||
Purchase price per share (in Dollars per share) | $ 0.533 | ||||||
Purchase of private placement units | 287,500 | ||||||
Offering price per share (in Dollars per share) | $ 0.565 | ||||||
Gross proceeds (in Dollars) | $ 24.1 | ||||||
Offering fees and expenses (in Dollars) | $ 1.4 | ||||||
Forecast [Member] | Warrant [Member] | |||||||
Subsequent Event [LineItems] | |||||||
Shares of common stock | 1 | ||||||
Warrant shares | 1 | ||||||
Forecast [Member] | Common Stock [Member] | |||||||
Subsequent Event [LineItems] | |||||||
Shares of common stock | 1 | ||||||
Forecast [Member] | Officers and Directors [Member] | |||||||
Subsequent Event [LineItems] | |||||||
Exercise price per share (in Dollars per share) | $ 0.44 |