Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | AUGMEDIX, INC. | ||
Trading Symbol | AUGX | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 37,524,391 | ||
Entity Public Float | $ 33 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001769804 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-56036 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-3299164 | ||
Entity Address, Address Line One | 111 Sutter Street | ||
Entity Address, Address Line Two | Suite 1300 | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94104 | ||
City Area Code | (888) | ||
Local Phone Number | 669-4885 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 1596 | ||
Auditor Name | Frank, Rimerman + Co. LLP | ||
Auditor Location | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,251 | $ 41,255 |
Restricted cash | 125 | 125 |
Accounts receivable, net of allowance for doubtful accounts of $102 and $64 at December 31, 2022 and 2021, respectively | 6,354 | 7,178 |
Prepaid expenses and other current assets | 1,820 | 2,203 |
Total current assets | 29,550 | 50,761 |
Property and equipment, net | 1,573 | 982 |
Operating lease right of use asset | 1,567 | |
Restricted cash, non-current | 612 | 207 |
Deposits and other assets | 339 | 120 |
Total assets | 33,641 | 52,070 |
Current liabilities: | ||
Loan payable, current portion | 3,750 | 1,500 |
Accounts payable | 1,563 | 1,365 |
Accrued expenses and other current liabilities | 5,321 | 4,259 |
Deferred revenues | 7,254 | 6,238 |
Operating lease liability, current portion | 872 | |
Customer deposits | 554 | 632 |
Total current liabilities | 19,314 | 13,994 |
Loan payable, net of current portion | 11,384 | 13,337 |
Deferred rent, net of current portion | 273 | |
Other liabilities | 509 | 395 |
Operating lease liability, net of current portion | 968 | |
Total liabilities | 32,175 | 27,999 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 37,442,663 and 37,387,472 shares issued and outstanding at December 31, 2022 and 2021, respectively | 4 | 4 |
Additional paid-in capital | 127,693 | 125,479 |
Accumulated deficit | (125,791) | (101,342) |
Accumulated other comprehensive loss | (440) | (70) |
Total stockholders’ equity | 1,466 | 24,071 |
Total liabilities and stockholders’ equity | $ 33,641 | $ 52,070 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 102 | $ 64 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 37,442,663 | 37,387,472 |
Common stock, shares outstanding | 37,442,663 | 37,387,472 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 30,933 | $ 22,165 |
Cost of revenues | 16,979 | 12,158 |
Gross profit | 13,954 | 10,007 |
Operating expenses: | ||
General and administrative | 16,893 | 13,759 |
Sales and marketing | 9,283 | 7,121 |
Research and development | 10,149 | 6,678 |
Total operating expenses | 36,325 | 27,558 |
Loss from operations | (22,371) | (17,551) |
Other income (expenses): | ||
Interest expense | (1,675) | (2,252) |
Interest income | 245 | 15 |
Loss on debt extinguishment | (1,097) | (246) |
Forgiveness of PPP loan | 2,180 | |
Other income (expenses) | 560 | 437 |
Total other income (expenses), net | (1,967) | 134 |
Loss before income taxes | (24,338) | (17,417) |
Income tax expense (benefit) | 111 | 47 |
Net loss | (24,449) | (17,464) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (370) | (18) |
Total comprehensive loss | $ (24,819) | $ (17,482) |
Net loss per share of common stock, basic and diluted (in Dollars per share) | $ (0.65) | $ (0.6) |
Weighted average shares of common stock outstanding, basic and diluted (in Shares) | 37,418,463 | 28,914,909 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss per share of common stock, basic and diluted (in Dollars per share) | $ (0.65) | $ (0.60) |
Weighted average shares of common stock outstanding, basic and diluted (in Shares) | 37,418,463 | 28,914,909 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2020 | $ 3 | $ 87,051 | $ (83,878) | $ (52) | $ 3,124 |
Balance (in Shares) at Dec. 31, 2020 | 26,859,850 | ||||
Issuance of common stock, net of offering costs of $4.1 million | $ 1 | 35,890 | 35,891 | ||
Issuance of common stock, net of offering costs of $4.1 million (in Shares) | 10,000,000 | ||||
Issuance of common stock to service provider | 600 | 600 | |||
Issuance of common stock to service provider (in Shares) | 120,000 | ||||
Issuance of common stock warrants | 395 | 395 | |||
Net exercise of warrants | |||||
Net exercise of warrants (in Shares) | 162,507 | ||||
Issuance of common stock in connection with exercise of warrants | 4 | 4 | |||
Issuance of common stock in connection with exercise of warrants (in Shares) | 4,208 | ||||
Exercise of common stock options | 152 | 152 | |||
Exercise of common stock options (in Shares) | 240,907 | ||||
Stock-based compensation expense | 1,387 | 1,387 | |||
Foreign currency translation adjustment | (18) | (18) | |||
Net loss | (17,464) | (17,464) | |||
Balance at Dec. 31, 2021 | $ 4 | 125,479 | (101,342) | (70) | 24,071 |
Balance (in Shares) at Dec. 31, 2021 | 37,387,472 | ||||
Issuance of common stock warrants | 72 | 72 | |||
Exercise of common stock options | 30 | 30 | |||
Exercise of common stock options (in Shares) | 55,191 | ||||
Stock-based compensation expense | 2,112 | 2,112 | |||
Foreign currency translation adjustment | (370) | (370) | |||
Net loss | (24,449) | (24,449) | |||
Balance at Dec. 31, 2022 | $ 4 | $ 127,693 | $ (125,791) | $ (440) | $ 1,466 |
Balance (in Shares) at Dec. 31, 2022 | 37,442,663 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders’ Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of offering costs | $ 4,100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (24,449) | $ (17,464) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 856 | 691 |
Stock-based compensation | 2,112 | 1,387 |
Non-cash lease expense | 672 | |
Non-cash interest expense | 494 | 498 |
Non-cash advertising expense | 200 | 400 |
Non-cash portion of loss on debt extinguishment | 1,087 | 161 |
Forgiveness of PPP loan | (2,180) | |
Loss on disposal of property and equipment | 5 | 16 |
Provision for bad debt | 38 | (54) |
Deferred rent | 338 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 786 | (4,431) |
Prepaid expenses and other current assets | 153 | (899) |
Deposits and other assets | (170) | 53 |
Accounts payable | 88 | 1,015 |
Accrued expenses and other liabilities | 1,175 | 1,499 |
Deferred revenues | 1,016 | 799 |
Operating ease Liability | (758) | |
Customer deposits | (78) | (421) |
Net cash used in operating activities | (16,773) | (18,592) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,408) | (611) |
Net cash used in investing activities | (1,408) | (611) |
Cash flows from financing activities: | ||
Payment to unaccredited investors of Augmedix Operating Corporation | (22) | |
Proceeds from sale of common stock | 40,000 | |
Proceeds from exercise of common stock warrants | 4 | |
Payment of offering costs in relation to common stock issuance | (4,109) | |
Proceeds from exercise of stock options | 30 | 152 |
Proceeds from loan payable | 15,000 | 15,000 |
Repayment of note payable | (12,966) | |
Repayment of Eastward Loan | (16,125) | |
Payment of financing costs | (142) | (232) |
Net cash provided by financing activities | (1,237) | 37,827 |
Effect of exchange rate changes on cash and restricted cash | (181) | (10) |
Net increase (decrease) in cash and restricted cash | (19,599) | 18,614 |
Cash and restricted cash at beginning of year | 41,587 | 22,973 |
Cash and restricted cash at end of year | 21,988 | 41,587 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | 1,242 | 1,613 |
Cash paid during the year for taxes | 34 | 44 |
Supplemental schedule of non-cash investing and financing activities: | ||
Fair value of warrants issued in connection with loan | 72 | 395 |
Fair value of common stock issued to service provider | 600 | |
Property, plant, and equipment in accounts payable | $ 137 | $ 91 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business Augmedix, Inc. (the “Company”, “we” or “our”) was incorporated in 2013 and launched its commercial real-time, remote documentation services in 2014. Augmedix delivers industry-leading, ambient medical documentation and data products to healthcare systems, physician practices, hospitals, and telemedicine practitioners. Augmedix is on a mission to help clinicians and patients form a human connection at the point of care without the intrusion of technology. Augmedix’s products extract data from natural physician-patient conversations and convert it to medical notes in real time, which are seamlessly transferred to the Electronic Health Record (“EHR”) system. To achieve this, the Company’s Notebuilder Platform uses Automated Speech Recognition and Natural Language Processing, supported by medical documentation specialists. Leveraging this platform, Augmedix’s products relieve clinicians of administrative burden, in turn, reducing burnout and increasing both clinician and patient satisfaction. Augmedix is headquartered in San Francisco, CA, with offices in three (3) countries around the world. Liquidity The Company has historically funded its operations primarily by debt and equity financings prior to the merger with Malo Holdings and subsequently funded its operations through cash proceeds obtained as part of the listing on the OTC market and the listing on Nasdaq. As of December 31, 2022, the Company’s existing sources of liquidity included cash, cash equivalents and restricted cash of $22.0 million, plus up to $10.0 million in incremental capital available through the SVB Loan Agreement. The Company has a limited history of operations and has incurred negative cash flows from operating activities and loss from operations in the past as reflected in the accumulated deficit of $125.8 million as of December 31, 2022. We have relied on debt and equity financing to fund operations to date and we expect losses and negative cash flows to continue, primarily as a result of continued research, development and marketing efforts. Our cash balance will provide sufficient resources to meet working capital needs for over twelve months from the filing date of the December 31, 2022 Form 10-K. Over the longer term, if we do not generate sufficient revenue from new and existing products, additional debt or equity financing may be required along with a reduction in expenditures. Additionally, there is no assurance if we require additional future financing that such financing will be available on terms, which are acceptable to us, or at all. Risks and Uncertainties The Company is subject to a number of risks associated with companies at a similar stage, including dependence on key personnel, competition from similar products and larger companies, ongoing changes within the industry, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company, and general economic conditions, including ongoing economic impacts from the conflict in Ukraine, economic volatility caused by rapidly increasing interest rates, and instability within the banking system. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. While the Company continues to closely monitor the impact of the COVID-pandemic on its business, we cannot predict the full impact of the COVID-19. The Company’s business, results of operations and financial condition depend on future developments that are highly uncertain and cannot be accurately predicted. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | 2. Basis of presentation and summary of significant accounting policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASUs”) of the FASB. The accompanying consolidated financial statements include the accounts of Augmedix, Inc. and its wholly-owned subsidiaries, Augmedix Operating Corporation, Augmedix BD Limited and Augmedix Solutions Pvt. Ltd. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. Further, certain prior period disclosures in the footnotes to the consolidated financial statements have been enhanced to conform with current period disclosures. The Company deemed these changes in presentation and disclosures to be immaterial. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments involve the average period of benefit associated with costs capitalized to obtain a revenue contract, incremental borrowing rate, and stock-based compensation, including the underlying fair value of the Company’s common stock for grants issued when the Company was a private company. Actual results could differ from those estimates. 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. Foreign Currency Transactions, Translations and Foreign Operations The functional currency of the Bangladesh and India subsidiaries are the Bangladeshi Taka and Indian Rupee, respectively. All assets and liabilities denominated in each entity’s functional currency are translated into the United States Dollar using the exchange rate in effect as of the balance sheet dates. Expenses are translated using the weighted average exchange rate for the reporting period. The resulting translation gains and losses are recorded within the consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are recorded within other income (expenses) in the accompanying consolidated statements of operations and comprehensive loss. Transaction gains were $0.3 million and $22,000 for the years ended December 31, 2022 and 2021. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. Concentrations of Credit Risk and Major Customers Financial instruments at December 31, 2022 and 2021 that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions in the U.S., Bangladesh and India. At times, deposits in financial institutions located in the U.S. may be in excess of the amount of insurance provided on such deposits by the Federal Deposit Insurance Corporation (FDIC). Cash deposits at foreign financial institutions are not insured by government agencies of Bangladesh and India. To date, the Company has not experienced any losses on its cash deposits. The Company’s accounts receivable are derived from revenue earned from customers located in the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s annual revenue. The Company had three major customers during the year ended December 31, 2022 and 2021. Revenues from the major customers accounted for 18%, 16% and 12% of revenue for the year ended December 31, 2022, and 23%, 20% and 11% of revenue for the year ended December 31, 2021. Two customers account for 10% or more of the accounts receivable, with balances of $1.4 million and $0.7 million at December 31, 2022. One customer individually accounts for 10% or more of accounts receivable with a balance of $2.5 million at December 31, 2021. Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash on deposit and money market accounts. Cash equivalents are all highly-liquid investments with original maturities of three months or less. Restricted Cash Restricted cash represents amounts held on deposit at a commercial bank used to secure the Company’s credit card facility and to collateralize a letter of credit in the name of the Company’s landlord pursuant to a certain operating lease that will be returned 60 days following the expiration or early termination of the lease December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 21,251 $ 41,255 Restricted cash 125 125 Restricted cash, non-current 612 207 Total cash and restricted cash presented in the consolidated statements of cash flows $ 21,988 $ 41,587 Accounts receivable and allowance for doubtful accounts Accounts receivable primarily relates to amounts due from customers, which are typically due within 30 to 45 days from invoice date. The Company provides credit to its customers in the normal course of business and maintains allowances for potential credit losses. The Company does not require collateral or other security for accounts receivable. To reduce credit risk with accounts receivable, the Company submits invoices to customers and they are due in advance of the month of service provided. The Company also performs periodic evaluations of its customers’ financial condition. Historically, such losses have been immaterial and within management’s expectations. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates computer hardware, software and equipment using the straight-line method over their estimated useful lives, ranging from one to three years. The Company depreciates furniture and fixtures using the straight-line method over their estimated useful lives, ranging from five to seven years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. Repairs and maintenance are expensed as incurred by the Company. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, less costs to sell. The Company did not record any expense related to asset impairment in 2022 or 2021. Fair Value of Financial Instruments Certain assets and liabilities of the Company are carried at fair value under GAAP. 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 those financial instruments. The three-level hierarchy for fair value measurements is defined as follows: Level 1: Level 2: Level 3: An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Revenue Recognition ASC Topic 606, Revenue from Contracts with Customers The Company derives its revenue through a recurring subscription model. The Company enters into contracts or agreements with its customers with a general initial term of one year. Customers are invoiced in advance and must generally pay an upfront implementation fee. The upfront implementation fee is deferred and recognized over the period the customer benefits and customer prepayments are deferred and included in the accompanying consolidated balance sheets in deferred revenue. Revenues are recognized over time as the professional services are provided to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The customer receives the benefit of our scribing services as we perform them. Our services include fixed and variable fee subscriptions and are a single performance obligation consisting of a series of distinct services. These fixed fees are recognized ratably over the contract terms as this method best depicts the pattern of the services we perform. Variable fees are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which we expect to be entitled for providing the services for that period, consistent with the allocation objective. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promised accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. The Company’s revenues are earned from customers located only in the U.S. After the initial term, contracts are cancellable by the customer at their discretion with a 30 to 90-day notice. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. Except for two U.S. state sales tax jurisdictions, applicable taxes, including local, sales, value added tax, etc., are the responsibility of the customer to self-assess and remit to proper tax authorities. Revenue is recognized net of any sales taxes. Costs Capitalized to Obtain Revenue Contracts Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new revenue contracts are capitalized and then amortized on a systematic basis over an estimated period of benefit that the Company determined to be between the range of 12 to 24 months. The period of benefit was determined by taking into consideration the Company’s customer contracts, technology, customer life, and other factors. The Company periodically evaluates whether there have been any changes in its business, market conditions, or other events which would indicate that its amortization period should be changed, or if there are potential indicators of impairment. The current portion of capitalized sales commissions are included in prepaid expenses and other current assets and the non-current portion is included in deposits and other assets on the consolidated balance sheets. Amortization expense is included in sales and marketing expenses on the consolidated statements of operations. Contract Balances and Accounts Receivable Changes in the contract liability deferred revenue account were as follows for the years ended December 31, 2022 and 2021: Years Ended (in thousands) 2022 2021 Balance, beginning of year $ 6,238 $ 5,439 Deferral of revenue $ 31,949 22,964 Recognition of unearned revenue $ (30,933 ) (22,165 ) Balance, end of year $ 7,254 $ 6,238 Accounts receivable, net from customers was $6.4 million and $7.2 million as of December 31, 2022 and 2021, respectively. Deferred revenues consist of billings or payments received in advance of revenue recognized for the Company’s services, as described above, and are recognized as revenue as earned. The company has an unconditional right to payment under a non-cancellable contract before it transfers services to its customer. Customer Deposits Customer deposits consist of deposits received by the Company, as required on certain contracts and agreements, which are refundable at the termination of the contract. Cost of Revenues The Company’s cost of revenues consists primarily of salaries and related expenses, overhead, contract labor and third-party services from medical documentation specialist vendors, depreciation expense related to hardware equipment, and information technology costs incurred directly in the Company’s revenue-generating activities. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair value of the award on the grant date. The fair value of each option award is estimated using either a Black-Scholes option-pricing model or a Monte Carlo simulation, to the extent market conditions exist. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. For awards with performance conditions, the Company recognizes compensation expense once the performance condition is probable of being achieved. The Company accounts for forfeitures of stock options as they occur. Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock prior to the Merger (Note 1), the expected life of the options, stock price volatility, the risk-free interest rate, expected dividends, and the probability of satisfying the market condition for market-condition based awards. The assumptions used in the valuation models represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Research and Development Costs Research and development costs are expensed as incurred and consist primarily of personnel-related expenses, licensing costs and other direct expenses. Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. In April 2021, the Company issued 120,000 shares of common stock with a fair value of $0.6 million to a service provider as payment for advertising services to be performed over a one-year period. As of December 31, 2022, the $0.6 million has been fully amortized and no remaining unamortized advertising costs are included in prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2021, the remaining unamortized advertising costs of $0.2 million are included in prepaid expenses and other current assets on the consolidated balance sheets. Advertising costs incurred by the Company are in the sales and marketing expense on the consolidated statements of operations and were $0.8 million and $0.9 million for the years ended December 31, 2022, and 2021, respectively. Comprehensive Loss The Company reports comprehensive loss, which includes the Company’s net loss as well as changes in equity from non-stockholder sources, as a separate component of stockholders’ equity. In the Company’s case, the changes in equity included in comprehensive loss are the cumulative foreign currency translation adjustments. Income Taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants which would result in the issuance of incremental common stock. In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations due to the fact that a net loss existed for the years ended December 31, 2022 and 2021. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2022 2021 Common stock warrants 2,801,703 2,753,408 Stock options 8,234,823 6,583,381 Restricted stock units 263,155 - 11,299,681 9,336,789 Correction of Immaterial Error Related to Prior Periods In the third quarter of 2022, the Company identified an error related to its accounting for sales commissions whereby the Company should have amortized sales commissions for new revenue contracts over the estimated period of benefit which is between the range of 12 to 24 months. As a result of the error, costs capitalized to obtain revenue contracts was understated by $0.3 million and noncurrent costs capitalized to obtain revenue contracts was understated by $0.1 million at December 31, 2021. For the three and nine months ended September 30, 2021, sales and marketing expenses were overstated by $0.1 million and $0.2 million, respectively. For the three and six months ended June 30, 2021, sales and marketing expenses were overstated by $0.1 million for both periods. For the three months ended June 30, 2022 and the three months ended March 31, 2022, sales and marketing expenses were overstated by $0.1 million and understated by $0.1 million, respectively. For the three months ended June 30, 2021, sales and marketing expenses were overstated by $0.1 million. The remaining periods were overstated by nominal amounts. The Company reviewed the impact of this error on the prior periods in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic 1M, “Materiality,” and determined that the error was not material to prior periods. However, the Company has corrected the consolidated balance sheet, as of December 31, 2021, by increasing costs capitalized to obtain revenue contracts by $0.3 million, which is included in prepaid expenses and other current assets and increasing noncurrent costs capitalized to obtain revenue contracts by $0.1 million, which is included in deposits and other assets. Recently Adopted Accounting Standards In February 2016, the FASB issued ASC Topic 842, Leases In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments in ASU 2021-04 provide guidance to clarify and reduce diversity in an entity’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The Company adopted this standard on January 1, 2022, and it did not have a material impact on its consolidated financial statements upon adoption. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic ASC 832): Disclosures by Business Entities about Government Assistance (“Topic 832”). This standard requires disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect of the transactions on an entity’s financial statements. The new standard is effective for fiscal years beginning after December 15, 2021. The Company adopted this standard on January 1, 2022, and it did not have a material impact on its consolidated financial statements upon adoption. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will be adopting this standard on January 1, 2023 and does not expect the adoption of this standard will have a material impact on its financial statements. In August 2020, the FASB issued ASU 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 |
Malo Holdings Corporation Merge
Malo Holdings Corporation Merger | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Malo Holdings Corporation Merger | 3. Malo Holdings Corporation Merger As described in Note 1, Private Augmedix merged with the Malo Holdings Corporation (“Malo”) in October 2020. The Merger was accounted for as a reverse recapitalization with Private Augmedix as the accounting acquirer. This determination was primarily based on the fact that subsequent to the Merger, Private Augmedix stockholders have a majority of the voting power of the combined company, Private Augmedix comprises all of the ongoing operations of the combined entity, and Private Augmedix’s senior management comprises all of the senior management of the combined company. The primary pre-combination asset of Malo was cash. Under reverse recapitalization accounting, the assets and liabilities of Malo were recorded at their historical cost with no goodwill or intangible assets recognized. As part of the reverse recapitalization, the Company obtained approximately $4,000 of cash and assumed payables and accruals of approximately $56,000, of which $50,000 was paid at closing. Additionally, transaction costs of approximately $0.8 million consisting of legal, accounting, financial advisory and other professional fees were expensed as incurred and are recorded in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Fair Value of Financial Instruments The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, prepaid expenses, accounts payable, and customer deposits approximate fair value due to their short-term nature. Cash equivalents of $18.9 million are currently held in money market funds which are classified as Level 1 because they are valued using quoted market prices in active markets for identical assets. As of December 31, 2022, the fair value of the Company’s loan payable was $15.2 million. As of December 31, 2022, the carrying value of the Company’s loan payable was $15.1 million. The estimated fair value for the Company’s loan payable was based on discounted expected future cash flows using prevailing interest rates which are Level 2 inputs under the fair value hierarchy. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consist of the following: December 31, (in thousands) 2022 2021 Computer hardware, software and equipment $ 7,229 $ 6,212 Leasehold improvements 460 514 Furniture and fixtures 73 75 Construction in progress 163 - 7,925 6,801 Less: accumulated depreciation (6,352 ) (5,819 ) Property and equipment, net $ 1,573 $ 982 The Company recorded depreciation expense of $0.9 million and $0.7 million during the years ended December 31, 2022 and 2021, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued expenses and other current liabilities | 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consists of the following: December 31, (in thousands) 2022 2021 Accrued compensation $ 3,587 $ 2,730 Accrued vendor partner liabilities 871 733 Accrued other 466 407 Accrued VAT and other taxes 279 84 Accrued professional fees 118 219 Deferred rent - 86 Total accrued expenses and other current liabilities $ 5,321 $ 4,259 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Subordinated Note Payable In May 2017, the Company entered into a loan and security agreement, as amended, (“Sub Agreement”) with a lending institution for borrowings of up to $10.0 million. Outstanding borrowings under the Sub Agreement bore interest at the rate of 12% per year. Pursuant to the Sub Agreement, a final payment of $0.7 million was payable at the maturity date in April 2023. The Company recorded the final payment as both a discount and an increase to the principal amount of the debt. The Company also capitalized certain lender and legal costs associated with the Sub Agreement totaling $0.3 million, which were recorded as a discount to the Sub Agreement. The aggregate discount of $1.2 million was being amortized to interest expense over the repayment term of the Sub Agreement. The Company amortized $34,000 for the year ended December 31, 2021. Borrowings under the Sub Agreement were repaid in full in March 2021 with the proceeds from the Eastward Loan Agreement. As a result, the Company recorded a loss on debt extinguishment totaling $0.2 million, which includes writing off the remaining unamortized debt discount of $0.2 million plus lender fees paid to extinguish the debt. Paycheck Protection Program On April 11, 2020, the Company entered into an original loan agreement with East West Bank as the lender for a loan in an aggregate principal amount of $2.2 million pursuant to the Paycheck Protection Program (“PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and implemented by the U.S. Small Business Administration. The PPP Loan was to mature in two years from the issuance date and bore interest at a rate of 1% per year, with all payments deferred through the six-month anniversary of the date of the PPP Loan. Principal plus accrued unpaid interest was to be paid in one payment two years after the date of this note and may have been prepaid by the Company at any time prior to maturity without penalty. The Company applied for forgiveness of amounts due under the PPP Loan, with the amount of potential loan forgiveness calculated in accordance with the requirements of the CARES Act based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utility payments during the 8-24 week period after the origination date of the Loan. The Company used proceeds of the PPP Loan for payroll and other qualifying expenses. On November 19, 2020, the Company applied for forgiveness of the full principal amount. On August 9, 2021, the Company received notification that the full amount of the PPP Loan and accrued interest was forgiven. As a result, the Company recorded a gain from the forgiveness of the PPP Loan in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. Eastward Loan and Security Agreement On March 25, 2021, the Company entered into the Loan and Security Agreement (the “Eastward Loan Agreement”) with Eastward Capital Partners (“Eastward”) to establish a loan facility that provided for borrowings in the aggregate principal amount of up to $17.0 million, which were available to be drawn in two tranches. The first tranche of $15.0 million was funded on March 31, 2021. The second tranche of $2.0 million was available, at the Company’s request, between October 30, 2021, and November 30, 2021, provided the Company achieved at least $6.0 million in revenue and a maximum Earnings before interest, taxes, depreciation and amortization (“EBITDA”) loss of $4.8 million, in each case for the third fiscal quarter of 2021. There were no borrowings under the second tranche. Outstanding borrowings under the Eastward Loan Agreement were secured by a first priority lien on substantially all of the personal property assets of the Company, including the Company’s intellectual property. The Company was required to pay only interest during the first 18 months after funding of the first tranche and thereafter. The loan facility bore an annual interest rate of the prime rate as published in the Wall Street Journal, subject to a floor of 3.25%, plus 8.75%. The annual interest rate was 12.0% as of December 31, 2021. The Company and Eastward also entered into a Co-Investment Agreement which grants to Eastward and its affiliates a right to purchase in the Company’s future equity financings up to a total of $3.0 million at the same per share purchase price and terms as other investors in such equity financings. Eastward chose not to exercise its co-investment rights during the October 2021 capital raise. Borrowings under the Eastward Loan Agreement were repaid in full in May 2022 with the proceeds from the SVB Loan Agreement. The Company recorded the final payment of $1.1 million as both a discount and an increase to the principal amount of the debt. The Company also capitalized certain lender and legal costs associated with the Loan Agreement totaling $0.2 million, which were recorded as a discount to the loan. The aggregate discount of $1.8 million was being amortized to interest expense over the repayment term of the Loan and Security Agreement. SVB Loan Agreement On May 4, 2022 (the “Effective Date”), the Company and its subsidiary (individually and collectively, “Borrower”) entered into a loan and security agreement (the “SVB Loan Agreement”) with Silicon Valley Bank, a California corporation, as lender (“SVB”). The SVB Loan Agreement provides for a revolving credit facility in an aggregate principal amount of the lesser of (i) $5.0 million or (ii) 80% of eligible accounts (the “Revolving Credit Facility”) and two tranches of term loan advances, comprised of a term loan advance under Tranche A in an aggregate principal amount of up to $15.0 million and additional term loan advances under Tranche B in an aggregate principal amount of up to $5.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Facilities”). Borrower’s obligations under the SVB Loan Agreement are secured by first-priority liens on substantially all assets of Borrower. The proceeds of the initial draw under the Term Loan Facility, together with a portion of Borrower’s balance sheet cash, have been used to repay all of Borrower’s outstanding obligations under the Eastward Loan Agreement. The Revolving Credit Facility’s stated maturity date is May 4, 2024. Interest on the borrowings under the Revolving Credit Facility is payable in arrears monthly at a floating rate per annum equal to the greater of (a) 3.75% and (b) the Prime Rate plus 0.50%. The Term Loan Facility’s stated maturity date is September 1, 2025, provided that, if Borrower achieves certain performance milestones as set forth in the SVB Loan Agreement, the Term Loan Facility maturity date will automatically be extended to December 1, 2025. Interest on the borrowings under the Term Loan Facility is payable in arrears monthly at a floating rate per annum equal to the greater of (a) 3.25% and (b) the Prime Rate plus 0.00%. The Term Loan Facility is interest only until July 1, 2023, provided that if Borrower achieves certain performance milestones, the amortization date automatically extends to January 1, 2024. The SVB Loan Agreement contains customary restrictions and covenants applicable to Borrower and its subsidiaries. In particular, the SVB Loan Agreement contains a financial covenant that provides that if Borrower fails to maintain minimum cash and cash equivalents in an amount of (a) no less than $25.0 million (prior to any Tranche B advance) and (b) $30.0 million (following any Tranche B advance), Borrower is then required to maintain certain minimum revenue requirements as set forth in the SVB Loan Agreement, which will be measured on a trailing 3-month basis and tested quarterly. If Borrower has failed to maintain the minimum cash and cash equivalents set forth in the preceding sentence, in lieu of being subject to the minimum revenue requirements, Borrower has the ability to cure such failure to maintain minimum cash and cash equivalents by delivering evidence satisfactory to SVB that Borrower has raised at least $10.0 million in net cash proceeds from the sale of Borrower’s equity interests. In connection with the SVB Loan Agreement, the Company issued to SVB a warrant to purchase stock, dated as of the Effective Date (the “Warrant”), to purchase up to 48,295 shares of the Company’s common stock, $0.0001 par value per share, exercisable at any time for a period of approximately seven years from the Effective Date, at an exercise price of $2.38 per share, payable in cash or on a cashless basis according to the formula set forth in the Warrant. At December 31, 2022, the future minimum payments required under the Loan Agreement, including the final payment, are as follows (in thousands): Years ending December 31: 2023 3,750 2024 7,500 2025 3,750 15,000 End of term charge 750 15,750 Less unamortized debt discount (616 ) Loan payable, net of discount 15,134 Less current portion (3,750 ) Loan payable, non-current portion $ 11,384 The Company recorded the final payment of $0.8 million as both a discount and an increase to the principal amount of the debt. The discount of $1.6 million is being amortized to interest expense over the repayment term of the SVB Loan Agreement. The Company amortized $0.3 million of the discount to interest expense during the year ended December 31, 2022. At December 31, 2022, the remaining unamortized discount was $0.6 million. The Company was in compliance with all covenants in the SVB Loan Agreement at December 31, 2022. |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock, and Preferred Stock [Abstract] | |
Common Stock and Preferred Stock | 8. Common Stock and Preferred Stock Common Stock The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Subject to preferences that may apply to any outstanding preferred stock, holders of common stock are entitled to receive ratably any dividends that the Company’s board of directors may declare out of funds legally available for that purpose on a non-cumulative basis. No dividends had been declared through December 31, 2022. In October 2021, the Company completed an underwritten public offering and received gross proceeds of $40.0 million, with $4.1 million of issuance expenses for net proceeds of $35.9 million. The Company issued 10,000,000 shares of its common stock at $4.00 per share. In connection with the Merger, as discussed in Note 1, the Company issued 2,166,667 shares of common stock to the former shareholders of Malo Holdings Corporation. The Company paid $0.6 million to several unaccredited investors of Private Augmedix in lieu of issuing shares. As of December 31, 2022 and 2021, the Company had accrued $10,000 for remaining payments to be made to unaccredited investors in lieu of issuing shares. Common Stock Warrants At December 31, 2022, the Company had the following warrants outstanding to acquire shares of its common stock: Expiration Date Shares of Exercise October 25, 2024 346,500 $ 3.00 June 11, 2025 234 $ 96.24 November 13, 2025 218,078 $ 3.00 July 28, 2027 91 $ 106.17 August 28, 2028 1,052 $ 39.76 May 4, 2029 48,295 $ 2.38 September 2, 2029 2,187,453 $ 2.88 2,801,703 In November 2021, Trinity Capital Fund III, L.P. net exercised 580,383 warrants, resulting in the issuance of 162,507 shares of common stock. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company’s board of directors are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series. As of December 31, 2022 and 2021, there were no |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 9. Equity Incentive Plan At the Effective Time of the Merger, the Company assumed Private Augmedix’s 2013 Equity Incentive Plan (“2013 Plan”). Options granted under the Plan may be incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). ISOs may be granted only to Company employees and directors. NSOs, SARs and RSAs may be granted to employees, directors, advisors and consultants. The Board of Directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. No shares of restricted stock, SARS or RSUs were granted under the 2013 Plan after August 31, 2020. Pursuant to the Merger, the Company adopted the 2020 Equity Incentive Plan (“2020 Plan”), which serves as successor to the 2013 Plan. The 2020 Plan authorizes the award of stock options, RSAs, SARs, RSUs, performance awards, cash awards, and stock bonus awards. Certain awards provide for accelerated vesting in the event of a change in control. Options issued may have a contractual life of up to 10 years and may be exercisable in cash or as otherwise determined by the Board of Directors. Vesting generally occurs over a period of not greater than four years. The number of shares reserved for issuance under the 2020 Plan did increase on January 1, 2021 and 2022 and will increase each year thereafter through 2030 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of the Company’s common stock as of the immediately preceding January 1, or a number as may be determined by the Board of Directors. At the Company’s annual meeting of stockholders held on July 1, 2021, the Company’s stockholders approved of an amendment and restatement of the 2020 Plan which increased the number of shares of common stock available for issuance under the 2020 Plan. As of December 31, 2022, 267,430 shares remained available for grant under the 2020 Plan. The Company recorded stock-based compensation expense in the following expense categories in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021: Stock Options & SARs Year ended (in thousands) 2022 2021 General and administrative $ 1,254 $ 933 Sales and marketing 173 116 Research and development 323 242 Cost of revenues 89 96 $ 1,839 $ 1,387 RSUs Year ended (in thousands) 2022 2021 General and administrative $ 273 $ - Sales and marketing - - Research and development - - Cost of revenues - - $ 273 $ - No income tax benefits have been recognized in the consolidated statements of operations and comprehensive loss for stock-based compensation arrangements and no stock-based compensation costs have been capitalized as property and equipment through December 31, 2022. The fair value of options is estimated using the Black Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common shares at the grant date, expected term, expected volatility, risk free interest rate and dividend yield. The fair value of each grant of options during the years ended December 31, 2022 and 2021 was determined using the methods and assumptions discussed below. ● The expected term of employee options is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. ● The expected volatility is based on historical volatility of the publicly traded common stock of a peer group of companies. ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. ● The expected dividend yield is none because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its ordinary shares. For the years ended December 31, 2022 and 2021, the grant date fair value of option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted average assumptions: December 31, 2022 2021 Expected term (in years) 5.9 5.7 Expected Volatility 54.8 % 54.3 % Risk-free rate 2.2 % 0.8 % Dividend rate — — The weighted average grant date fair value of stock option awards granted was $1.19 and $1.65 during the years ended December 31, 2022 and 2021, respectively. The following table summarizes stock option activity for the year ended December 31, 2022: Stock Options & SARs Number of Option Plan Weighted- Weighted- Average Remaining Contractual Life (in Outstanding at December 31, 2021 6,583,381 $ 1.78 8.0 Granted 1,893,674 1.19 Exercised (64,667 ) $ 0.77 Forfeited and expired (177,565 ) $ 2.89 Outstanding at December 31, 2022 8,234,823 $ 1.82 7.7 Exercisable at December 31, 2022 5,140,247 $ 1.44 7.0 Vested and expected to vest at December 31, 2022 8,234,823 $ 1.82 7.7 The options exercised during the years ended December 31, 2022 and 2021 had an intrinsic value of $0.1 million and $0.9 million, respectively. The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2022 were $3.1 million and $2.9 million, respectively. At December 31, 2022, future stock-based compensation for options granted and outstanding of $2.8 million will be recognized over a remaining weighted-average requisite service period of 2.5 years. RSUs Number of Weighted Outstanding at December 31, 2021 - $ - Granted 263,155 1.90 Exercised (- ) $ - Forfeited and expired (- ) $ - Outstanding at December 31, 2022 263,155 $ 1.90 The aggregate intrinsic value of RSU outstanding as of December 31, 2022 were $0.4 million. At December 31, 2022, future stock-based compensation for RSU granted and outstanding of $0.2 million will be recognized over a remaining weighted-average requisite service period of 0.5 years. Performance and Market-Based Options In March 2021, the Company granted 727,922 stock options to the Chief Executive Officer (“CEO”) under the 2020 Plan with an exercise price of $3.00 per share. The options vest based on the CEO’s continued service in addition to the following terms: ● 317,688 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for a minimum of 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. These options expire on March 3, 2031. ● 46,273 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. Since the listing on Nasdaq, these options expire on March 22, 2031, instead of 2026. ● 363,961 options vest in full when the closing price of the Company’s common stock reaches or exceeds $13.50 per share for 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. Since the listing on Nasdaq, these options expire on March 22, 2031, instead of 2026. The grant date fair value of the options was determined using a Monte Carlo simulation model. The Company’s assumptions, for the options expiring on March 3, 2031, for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.77%, respectively. For the options expiring on March 22, 2031, the assumptions for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.87%, respectively. The aggregate estimated fair value of the options was $0.4 million. The Company recognized $0.1 million in stock-based compensation expense for the year ended December 31, 2022. As of December 31, 2022, there was $0.2 million of unrecognized compensation cost which the Company plans to recognize over a weighted average period of 1.3 years. If the market conditions are achieved, any remaining unrecognized compensation cost associated with those options will be immediately recognized. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Operating Leases Effective January 1, 2022, the Company adopted ASC Topic (ASC 842) using the modified retrospective approach by applying the new standard to all leases existing on the adoption date. The results for reporting periods beginning after January 1, 2022, are presented in accordance with ASC 842, while prior period amounts are not adjusted and continue to be reported under the accounting standards that were in effect prior to January 1, 2022. The Company leases its office facility in San Francisco, California under a non-cancelable operating lease agreement that expires in February 2025. In addition, the Company’s subsidiary has several operating lease agreements for office space in Bangladesh, which expire at various dates through December 2028. The Bangladesh lease agreements allow for early cancellation without penalty upon providing the landlord advance notice of at least nine months. The Company elected the practical expedient to recognize leases less than one year under short term lease exemption under ASC 842. The following table summarizes activity related to our leases (in thousands): Year Ended December 31, Lease Cost (in thousands) 2022 Operating lease cost 762 Short-term lease expense 365 Total operating lease cost $ 1,127 Other information related to the operating lease where the Company is the lessee is as follows: December 31, Weighted-average remaining lease term 2.2 Weighted-average discount rate 4.0 % Supplemental cash flow information related to the operating lease is as follows (in thousands): December 31, Cash paid for operating lease liabilities $ 849 As of December 31, 2022, the maturities of the Company’s operating lease liability (excluding short-term leases) is as follows (in thousands): 2023 874 2024 900 2025 151 Total $ 1,925 Less: imputed interest (85 ) Operating lease liability 1,840 Less: operating lease liability, current portion (872 ) Operating lease liability, net of current portion $ 968 Cloud Computing Services In June 2021, the Company entered into a non-cancelable three-year contract to obtain cloud computing services. The minimum contractual spend over the three-year term is $1.8 million. As of December 31, 2022, the Company has spent approximately $0.2 million against this contract. Legal In the normal course of business, the Company may receive inquiries or become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. As a result, no liability related to such claims has been recorded at December 31, 2022 or 2021. Indemnification Agreements From time to time, in the normal course of business, the Company may indemnify other parties when it enters into contractual relationships, including members of the Board of Directors, employees, customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Management believes any liability arising from these agreements will not be material to the consolidated financial statements. As a result, no liability for these agreements has been recorded at December 31, 2022 or 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse. Significant components of the Company’s deferred tax assets for federal income taxes consisted of the following: December 31, Deferred tax assets (in thousands) 2022 2021 Net operating loss carryforwards $ 40,397 $ 34,427 Fixed assets 82 488 Accruals and other 492 654 Research & development credits 1,347 865 Share-based compensation 467 114 Lease liabilities 482 — Capitalized research and development costs 1,598 — Valuation allowance (44,454 ) (36,548 ) Deferred tax assets, net of valuation allowance $ 411 $ — Deferred tax liability Right-of-use assets (411 ) — Net deferred tax assets $ — $ — In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more likely than not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of December 31, 2022 and 2021. The valuation allowance increased by $7.9 million and $5.7 million during the years ended December 31, 2022 and 2021, respectively. The Company does not have unrecognized tax benefits as of December 31, 2022 or 2021. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company had net operating loss carryforwards (“NOL”) for federal and state income tax purposes at December 31, 2022 and 2021 of approximately: December 31, Combined NOL Carryforwards (in thousands): 2022 2021 Federal $ 159,562 $ 137,956 State $ 106,533 $ 82,507 The net operating loss carryforwards generated prior to 2018 begin expiring in 2032 for federal and 2030 for state income tax purposes. Federal and many state net operating losses generated in 2018 and into the future now have an indefinite life. December 31, Combined Credit Carryforwards (in thousands): 2022 2021 Federal $ 791 $ 444 State $ 703 $ 533 The credit carryforwards begin expiring in 2038 for federal tax purposes. The company’s state credits can be carried forward indefinitely. The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. To date, the Company has not performed an analysis to determine whether or not ownership changes have occurred since inception. A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements is as follows: December 31, Rate reconciliation: 2022 2021 Federal tax benefit at statutory rate (21.0 )% (21.0 )% State tax, net of federal benefit (4.9 )% (7.3 )% Deferred only (5.8 )% 0.0 % Permanent differences 1.5 % 0.1 % Research & development credits (2.0 )% (2.3 )% Foreign rate differential 0.0 % (1.0 )% Foreign taxes 0.0 % (0.3 )% Change in tax rate 0.1 % (0.5 )% Change in valuation allowance 32.5 % 32.0 % Tax provision 0.4 % 0.3 % The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company’s 2018 to 2021 tax years remain open and subject to examination; carryforward amounts from all tax years remain subject to adjustment. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Operating Leases In 2015, the Bangladesh subsidiary entered into agreements to rent office facilities under 10-year operating lease agreements (Note 10), with a company owned by relatives of the Company’s Director and Chief Strategy Officer. The Company paid $0.3 million to the related party during each of the years ended December 31, 2022 and 2021, which is included as rent expense. At December 31, 2022, the amounts owed to the related party were $4,042 and included in accounts payable in the accompanying consolidated balance sheet. At December 31, 2021, the amounts owed to the related party were $4,600 and included in accounts payable in the accompanying consolidated balance sheet. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plan [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans The Company has a 401(k) plan to provide defined contribution retirement benefits for all eligible U.S. employees. Participants may contribute a portion of their compensation to the plan, subject to the limitations under the Internal Revenue Code. The Company’s contributions to the plan are at the discretion of the Board of Directors. During each of the years ended December 31, 2022 and 2021, the Company made contributions of $0.1 million to the plan. Effective October 2021, the Company established a savings fund for permanent employees of the Bangladesh subsidiary named Augmedix BD Limited Employees’ Gratuity Fund (“Gratuity Fund”), as per local requirements. Employees will be entitled to cash benefit after completion of minimum five years of service with the company. The payment amount will be calculated on the basic pay and is payable at the rate of one month’s basic pay for every completed year of service. The Company has accrued Gratuity Fund expenses totaling of $0.2 million and $0.4 million as of December 31, 2022 and December 31, 2021, respectively, which are included in accrued expenses and other current liabilities and other liabilities in the accompanying consolidated balance sheet. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On January 31, 2023, we leased 54,824 square feet of new office space in Dhaka under a lease agreement that expires in April 2028. This new office space will eventually replace our other office space in Dhaka and be used to expand our Bangladesh operations. On February 18, 2023, the Board of Directors approved the issuance of 1,038,846 options and SARs for a subset of employees and executives of the Company at a $1.79 exercise price. On February 28, 2023, the Board of Directors approved the issuance of 370,000 options for our new Executive Chairman, Rod O’Reilly at a $1.62 exercise price. On March 10, 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control of Silicon Valley Bank (“SVB”) and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue its operations. On March 12, 2023, the FDIC, U.S. Department of the Treasury, and Board of Governors of the Federal Reserve System issued a joint press release stating that all depositors would have access to all of their deposits and uninsured deposits beginning on March 13, 2023. By no later than March 16th, 2023, we had access to all our cash on deposit with SVB. On March 23, 2023, SVB reviewed financial information provided by the company and concluded that Augmedix satisfied the $35 million annual recurring revenue (“ARR”) performance metric within the Loan Agreement. This extended the interest only period on the term loan by six months from July 1, 2023 to January 1, 2024. Augmedix also accessed the second term loan tranche of $5 million, bringing the total term loan outstanding to $20 million. This term loan is repayable over twenty-four months in equal installments staring January 1, 2024 and ending December 1, 2025. With the final payment on December 1, 2025, the Company will also owe a final payment fee of 5.0% of the term loan, or $1 million. On March 27, 2023, First-Citizens Bank & Trust Company, a subsidiary of Raleigh, North Carolina-headquartered First Citizens BancShares, Inc. (“First Citizens”) announced that it had entered into an agreement with the FDIC to substantially purchase all loans and certain other assets, and assume all customer deposits and certain other liabilities of Silicon Valley Bridge Bank, N.A. The company’s Loan Agreement is now ultimately held by First Citizens and First Citizen’s management have communicated to SVB’s customers, including Augmedix, that there is no change to our agreements in place nor with our relationship managers. On April 10, 2023, Robert Faulkner was appointed as a Class III director of the Company, effective as of April 14, 2023. Mr. Faulkner’s compensation for serving as a director of the Board will consist of cash fee in the amount of $40,000. In addition, Mr. Faulkner will be granted restricted stock units, with a grant date fair market value of $100,000 on the date of each annual stockholder meeting of the Company, with each such grant vesting on the one year anniversary of the grant date of such grant. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASUs”) of the FASB. The accompanying consolidated financial statements include the accounts of Augmedix, Inc. and its wholly-owned subsidiaries, Augmedix Operating Corporation, Augmedix BD Limited and Augmedix Solutions Pvt. Ltd. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. Further, certain prior period disclosures in the footnotes to the consolidated financial statements have been enhanced to conform with current period disclosures. The Company deemed these changes in presentation and disclosures to be immaterial. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments involve the average period of benefit associated with costs capitalized to obtain a revenue contract, incremental borrowing rate, and stock-based compensation, including the underlying fair value of the Company’s common stock for grants issued when the Company was a private company. Actual results could differ from those estimates. |
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. |
Foreign Currency Transactions, Translations and Foreign Operations | Foreign Currency Transactions, Translations and Foreign Operations The functional currency of the Bangladesh and India subsidiaries are the Bangladeshi Taka and Indian Rupee, respectively. All assets and liabilities denominated in each entity’s functional currency are translated into the United States Dollar using the exchange rate in effect as of the balance sheet dates. Expenses are translated using the weighted average exchange rate for the reporting period. The resulting translation gains and losses are recorded within the consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are recorded within other income (expenses) in the accompanying consolidated statements of operations and comprehensive loss. Transaction gains were $0.3 million and $22,000 for the years ended December 31, 2022 and 2021. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. |
Concentrations of Credit Risk and Major Customers | Concentrations of Credit Risk and Major Customers Financial instruments at December 31, 2022 and 2021 that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions in the U.S., Bangladesh and India. At times, deposits in financial institutions located in the U.S. may be in excess of the amount of insurance provided on such deposits by the Federal Deposit Insurance Corporation (FDIC). Cash deposits at foreign financial institutions are not insured by government agencies of Bangladesh and India. To date, the Company has not experienced any losses on its cash deposits. The Company’s accounts receivable are derived from revenue earned from customers located in the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s annual revenue. The Company had three major customers during the year ended December 31, 2022 and 2021. Revenues from the major customers accounted for 18%, 16% and 12% of revenue for the year ended December 31, 2022, and 23%, 20% and 11% of revenue for the year ended December 31, 2021. Two customers account for 10% or more of the accounts receivable, with balances of $1.4 million and $0.7 million at December 31, 2022. One customer individually accounts for 10% or more of accounts receivable with a balance of $2.5 million at December 31, 2021. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash on deposit and money market accounts. Cash equivalents are all highly-liquid investments with original maturities of three months or less. |
Restricted Cash | Restricted Cash Restricted cash represents amounts held on deposit at a commercial bank used to secure the Company’s credit card facility and to collateralize a letter of credit in the name of the Company’s landlord pursuant to a certain operating lease that will be returned 60 days following the expiration or early termination of the lease December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 21,251 $ 41,255 Restricted cash 125 125 Restricted cash, non-current 612 207 Total cash and restricted cash presented in the consolidated statements of cash flows $ 21,988 $ 41,587 |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable primarily relates to amounts due from customers, which are typically due within 30 to 45 days from invoice date. The Company provides credit to its customers in the normal course of business and maintains allowances for potential credit losses. The Company does not require collateral or other security for accounts receivable. To reduce credit risk with accounts receivable, the Company submits invoices to customers and they are due in advance of the month of service provided. The Company also performs periodic evaluations of its customers’ financial condition. Historically, such losses have been immaterial and within management’s expectations. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates computer hardware, software and equipment using the straight-line method over their estimated useful lives, ranging from one to three years. The Company depreciates furniture and fixtures using the straight-line method over their estimated useful lives, ranging from five to seven years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. Repairs and maintenance are expensed as incurred by the Company. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, less costs to sell. The Company did not record any expense related to asset impairment in 2022 or 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain assets and liabilities of the Company are carried at fair value under GAAP. 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 those financial instruments. The three-level hierarchy for fair value measurements is defined as follows: Level 1: Level 2: Level 3: An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Revenue Recognition | Revenue Recognition ASC Topic 606, Revenue from Contracts with Customers The Company derives its revenue through a recurring subscription model. The Company enters into contracts or agreements with its customers with a general initial term of one year. Customers are invoiced in advance and must generally pay an upfront implementation fee. The upfront implementation fee is deferred and recognized over the period the customer benefits and customer prepayments are deferred and included in the accompanying consolidated balance sheets in deferred revenue. Revenues are recognized over time as the professional services are provided to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The customer receives the benefit of our scribing services as we perform them. Our services include fixed and variable fee subscriptions and are a single performance obligation consisting of a series of distinct services. These fixed fees are recognized ratably over the contract terms as this method best depicts the pattern of the services we perform. Variable fees are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which we expect to be entitled for providing the services for that period, consistent with the allocation objective. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promised accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. The Company’s revenues are earned from customers located only in the U.S. After the initial term, contracts are cancellable by the customer at their discretion with a 30 to 90-day notice. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. Except for two U.S. state sales tax jurisdictions, applicable taxes, including local, sales, value added tax, etc., are the responsibility of the customer to self-assess and remit to proper tax authorities. Revenue is recognized net of any sales taxes. |
Costs Capitalized to Obtain Revenue Contracts | Costs Capitalized to Obtain Revenue Contracts Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new revenue contracts are capitalized and then amortized on a systematic basis over an estimated period of benefit that the Company determined to be between the range of 12 to 24 months. The period of benefit was determined by taking into consideration the Company’s customer contracts, technology, customer life, and other factors. The Company periodically evaluates whether there have been any changes in its business, market conditions, or other events which would indicate that its amortization period should be changed, or if there are potential indicators of impairment. The current portion of capitalized sales commissions are included in prepaid expenses and other current assets and the non-current portion is included in deposits and other assets on the consolidated balance sheets. Amortization expense is included in sales and marketing expenses on the consolidated statements of operations. |
Contract Balances and Accounts Receivable | Contract Balances and Accounts Receivable Changes in the contract liability deferred revenue account were as follows for the years ended December 31, 2022 and 2021: Years Ended (in thousands) 2022 2021 Balance, beginning of year $ 6,238 $ 5,439 Deferral of revenue $ 31,949 22,964 Recognition of unearned revenue $ (30,933 ) (22,165 ) Balance, end of year $ 7,254 $ 6,238 Accounts receivable, net from customers was $6.4 million and $7.2 million as of December 31, 2022 and 2021, respectively. Deferred revenues consist of billings or payments received in advance of revenue recognized for the Company’s services, as described above, and are recognized as revenue as earned. The company has an unconditional right to payment under a non-cancellable contract before it transfers services to its customer. |
Customer Deposits | Customer Deposits Customer deposits consist of deposits received by the Company, as required on certain contracts and agreements, which are refundable at the termination of the contract. |
Cost of Revenues | Cost of Revenues The Company’s cost of revenues consists primarily of salaries and related expenses, overhead, contract labor and third-party services from medical documentation specialist vendors, depreciation expense related to hardware equipment, and information technology costs incurred directly in the Company’s revenue-generating activities. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair value of the award on the grant date. The fair value of each option award is estimated using either a Black-Scholes option-pricing model or a Monte Carlo simulation, to the extent market conditions exist. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. For awards with performance conditions, the Company recognizes compensation expense once the performance condition is probable of being achieved. The Company accounts for forfeitures of stock options as they occur. Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock prior to the Merger (Note 1), the expected life of the options, stock price volatility, the risk-free interest rate, expected dividends, and the probability of satisfying the market condition for market-condition based awards. The assumptions used in the valuation models represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and consist primarily of personnel-related expenses, licensing costs and other direct expenses. |
Advertising Costs | Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. In April 2021, the Company issued 120,000 shares of common stock with a fair value of $0.6 million to a service provider as payment for advertising services to be performed over a one-year period. As of December 31, 2022, the $0.6 million has been fully amortized and no remaining unamortized advertising costs are included in prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2021, the remaining unamortized advertising costs of $0.2 million are included in prepaid expenses and other current assets on the consolidated balance sheets. Advertising costs incurred by the Company are in the sales and marketing expense on the consolidated statements of operations and were $0.8 million and $0.9 million for the years ended December 31, 2022, and 2021, respectively. |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss, which includes the Company’s net loss as well as changes in equity from non-stockholder sources, as a separate component of stockholders’ equity. In the Company’s case, the changes in equity included in comprehensive loss are the cumulative foreign currency translation adjustments. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants which would result in the issuance of incremental common stock. In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations due to the fact that a net loss existed for the years ended December 31, 2022 and 2021. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2022 2021 Common stock warrants 2,801,703 2,753,408 Stock options 8,234,823 6,583,381 Restricted stock units 263,155 - 11,299,681 9,336,789 |
Correction of Immaterial Error Related to Prior Periods | Correction of Immaterial Error Related to Prior Periods In the third quarter of 2022, the Company identified an error related to its accounting for sales commissions whereby the Company should have amortized sales commissions for new revenue contracts over the estimated period of benefit which is between the range of 12 to 24 months. As a result of the error, costs capitalized to obtain revenue contracts was understated by $0.3 million and noncurrent costs capitalized to obtain revenue contracts was understated by $0.1 million at December 31, 2021. For the three and nine months ended September 30, 2021, sales and marketing expenses were overstated by $0.1 million and $0.2 million, respectively. For the three and six months ended June 30, 2021, sales and marketing expenses were overstated by $0.1 million for both periods. For the three months ended June 30, 2022 and the three months ended March 31, 2022, sales and marketing expenses were overstated by $0.1 million and understated by $0.1 million, respectively. For the three months ended June 30, 2021, sales and marketing expenses were overstated by $0.1 million. The remaining periods were overstated by nominal amounts. The Company reviewed the impact of this error on the prior periods in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic 1M, “Materiality,” and determined that the error was not material to prior periods. However, the Company has corrected the consolidated balance sheet, as of December 31, 2021, by increasing costs capitalized to obtain revenue contracts by $0.3 million, which is included in prepaid expenses and other current assets and increasing noncurrent costs capitalized to obtain revenue contracts by $0.1 million, which is included in deposits and other assets. |
Recent Accounting Pronouncements | Recently Adopted Accounting Standards In February 2016, the FASB issued ASC Topic 842, Leases In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments in ASU 2021-04 provide guidance to clarify and reduce diversity in an entity’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The Company adopted this standard on January 1, 2022, and it did not have a material impact on its consolidated financial statements upon adoption. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic ASC 832): Disclosures by Business Entities about Government Assistance (“Topic 832”). This standard requires disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect of the transactions on an entity’s financial statements. The new standard is effective for fiscal years beginning after December 15, 2021. The Company adopted this standard on January 1, 2022, and it did not have a material impact on its consolidated financial statements upon adoption. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will be adopting this standard on January 1, 2023 and does not expect the adoption of this standard will have a material impact on its financial statements. In August 2020, the FASB issued ASU 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 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Tables) LineItems | |
Schedule of reconciliation of the components of cash and restricted cash | December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 21,251 $ 41,255 Restricted cash 125 125 Restricted cash, non-current 612 207 Total cash and restricted cash presented in the consolidated statements of cash flows $ 21,988 $ 41,587 |
Schedule of liability deferred revenue | Years Ended (in thousands) 2022 2021 Balance, beginning of year $ 6,238 $ 5,439 Deferral of revenue $ 31,949 22,964 Recognition of unearned revenue $ (30,933 ) (22,165 ) Balance, end of year $ 7,254 $ 6,238 |
Schedule of diluted weighted-average shares of common stock outstanding | December 31, 2022 2021 Common stock warrants 2,801,703 2,753,408 Stock options 8,234,823 6,583,381 Restricted stock units 263,155 - 11,299,681 9,336,789 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, (in thousands) 2022 2021 Computer hardware, software and equipment $ 7,229 $ 6,212 Leasehold improvements 460 514 Furniture and fixtures 73 75 Construction in progress 163 - 7,925 6,801 Less: accumulated depreciation (6,352 ) (5,819 ) Property and equipment, net $ 1,573 $ 982 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, (in thousands) 2022 2021 Accrued compensation $ 3,587 $ 2,730 Accrued vendor partner liabilities 871 733 Accrued other 466 407 Accrued VAT and other taxes 279 84 Accrued professional fees 118 219 Deferred rent - 86 Total accrued expenses and other current liabilities $ 5,321 $ 4,259 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future minimum payments under the loan agreement | Years ending December 31: 2023 3,750 2024 7,500 2025 3,750 15,000 End of term charge 750 15,750 Less unamortized debt discount (616 ) Loan payable, net of discount 15,134 Less current portion (3,750 ) Loan payable, non-current portion $ 11,384 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock, and Preferred Stock [Abstract] | |
Schedule of warrants outstanding to acquire shares of its common stock | Expiration Date Shares of Exercise October 25, 2024 346,500 $ 3.00 June 11, 2025 234 $ 96.24 November 13, 2025 218,078 $ 3.00 July 28, 2027 91 $ 106.17 August 28, 2028 1,052 $ 39.76 May 4, 2029 48,295 $ 2.38 September 2, 2029 2,187,453 $ 2.88 2,801,703 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share-based compensation expense | Stock Options & SARs Year ended (in thousands) 2022 2021 General and administrative $ 1,254 $ 933 Sales and marketing 173 116 Research and development 323 242 Cost of revenues 89 96 $ 1,839 $ 1,387 RSUs Year ended (in thousands) 2022 2021 General and administrative $ 273 $ - Sales and marketing - - Research and development - - Cost of revenues - - $ 273 $ - |
Schedule of fair value of option grants weighted average assumptions | December 31, 2022 2021 Expected term (in years) 5.9 5.7 Expected Volatility 54.8 % 54.3 % Risk-free rate 2.2 % 0.8 % Dividend rate — — |
Schedule of stock option activity | Stock Options & SARs Number of Option Plan Weighted- Weighted- Average Remaining Contractual Life (in Outstanding at December 31, 2021 6,583,381 $ 1.78 8.0 Granted 1,893,674 1.19 Exercised (64,667 ) $ 0.77 Forfeited and expired (177,565 ) $ 2.89 Outstanding at December 31, 2022 8,234,823 $ 1.82 7.7 Exercisable at December 31, 2022 5,140,247 $ 1.44 7.0 Vested and expected to vest at December 31, 2022 8,234,823 $ 1.82 7.7 RSUs Number of Weighted Outstanding at December 31, 2021 - $ - Granted 263,155 1.90 Exercised (- ) $ - Forfeited and expired (- ) $ - Outstanding at December 31, 2022 263,155 $ 1.90 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Schedule of lease expense | Year Ended December 31, Lease Cost (in thousands) 2022 Operating lease cost 762 Short-term lease expense 365 Total operating lease cost $ 1,127 |
Schedule of other information related to the operating lease | December 31, Weighted-average remaining lease term 2.2 Weighted-average discount rate 4.0 % |
Schedule of cash flow information related to the operating lease | December 31, Cash paid for operating lease liabilities $ 849 |
Schedule of short-term operating lease liabilities | 2023 874 2024 900 2025 151 Total $ 1,925 Less: imputed interest (85 ) Operating lease liability 1,840 Less: operating lease liability, current portion (872 ) Operating lease liability, net of current portion $ 968 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax asset | December 31, Deferred tax assets (in thousands) 2022 2021 Net operating loss carryforwards $ 40,397 $ 34,427 Fixed assets 82 488 Accruals and other 492 654 Research & development credits 1,347 865 Share-based compensation 467 114 Lease liabilities 482 — Capitalized research and development costs 1,598 — Valuation allowance (44,454 ) (36,548 ) Deferred tax assets, net of valuation allowance $ 411 $ — Deferred tax liability Right-of-use assets (411 ) — Net deferred tax assets $ — $ — |
Schedule of federal and state income tax | December 31, Combined NOL Carryforwards (in thousands): 2022 2021 Federal $ 159,562 $ 137,956 State $ 106,533 $ 82,507 |
Schedule of federal and many state net operating losses | December 31, Combined Credit Carryforwards (in thousands): 2022 2021 Federal $ 791 $ 444 State $ 703 $ 533 |
Schedule of statutory federal income tax rate and income taxes | December 31, Rate reconciliation: 2022 2021 Federal tax benefit at statutory rate (21.0 )% (21.0 )% State tax, net of federal benefit (4.9 )% (7.3 )% Deferred only (5.8 )% 0.0 % Permanent differences 1.5 % 0.1 % Research & development credits (2.0 )% (2.3 )% Foreign rate differential 0.0 % (1.0 )% Foreign taxes 0.0 % (0.3 )% Change in tax rate 0.1 % (0.5 )% Change in valuation allowance 32.5 % 32.0 % Tax provision 0.4 % 0.3 % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Cash equivalents and restricted cash | $ 22 |
Incremental capital | 10 |
Accumulated deficit | $ 125.8 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Transaction gains and losses | $ 300,000 | $ 22,000 | |||||||
Company expects to recognize amount | 1,000,000 | ||||||||
Accounts receivable, net | 6,400,000 | 7,200,000 | |||||||
Common stock (in Shares) | 120,000 | ||||||||
Fair value | $ 600,000 | ||||||||
Amortized cost | 600,000 | ||||||||
Prepaid expenses and other current assets | 200,000 | ||||||||
Amortized cost | $ 800,000 | 900,000 | |||||||
Tax position based on the largest benefit percentage | 50% | ||||||||
Costs capitalized to obtain revenue | 300,000 | ||||||||
Revenue contracts, deposits and other assets | 100,000 | ||||||||
Sales and marketing expenses | $ 100,000 | $ 100,000 | $ 100,000 | $ 200,000 | |||||
Advertising expenses | $ 100,000 | $ 100,000 | |||||||
Sales and marketing expense | $ 100,000 | ||||||||
Revenue contracts, prepaid expenses and other current assets | 300,000 | ||||||||
Deposits and other assets | $ 100,000 | ||||||||
Minimum [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Estimated period of benefit | 12 months | ||||||||
Maximum [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Estimated period of benefit | 24 months | ||||||||
Customer One [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Accounts receivable percentage | 10% | ||||||||
Accounts receivable | $ 2,500,000 | ||||||||
Customer Two [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Accounts receivable percentage | 10% | ||||||||
Accounts receivable | $ 1,400,000 | ||||||||
Sales Revenue [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration risk, percentage | 10% | ||||||||
Sales Revenue [Member] | Customer One [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration risk, percentage | 18% | 23% | |||||||
Sales Revenue [Member] | Customer Two [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration risk, percentage | 16% | 20% | |||||||
Sales Revenue [Member] | Customer Three [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration risk, percentage | 12% | 11% | |||||||
Accounts Receivable [Member] | Customer Two [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Accounts receivable | $ 700,000 | ||||||||
Computer Equipment [Member] | Minimum [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Estimated useful lives | 1 year | ||||||||
Computer Equipment [Member] | Maximum [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Estimated useful lives | 3 years | ||||||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Estimated useful lives | 5 years | ||||||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Estimated useful lives | 7 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the components of cash and restricted cash - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Reconciliation of the Components of Cash and Restricted Cash [Abstract] | ||
Cash and cash equivalents | $ 21,251 | $ 41,255 |
Restricted cash | 125 | 125 |
Restricted cash, non-current | 612 | 207 |
Total cash and restricted cash presented in the consolidated statements of cash flows | $ 21,988 | $ 41,587 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of liability deferred revenue - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Liability Deferred Revenue [Abstract] | ||
Balance, beginning of year | $ 6,238 | $ 5,439 |
Deferral of revenue | 31,949 | 22,964 |
Recognition of unearned revenue | (30,933) | (22,165) |
Balance, end of year | $ 7,254 | $ 6,238 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 11,299,681 | 9,336,789 |
Stock options [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 8,234,823 | 6,583,381 |
Restricted Stock Units [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 263,155 | |
Common stock warrants [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 2,801,703 | 2,753,408 |
Malo Holdings Corporation Mer_2
Malo Holdings Corporation Merger (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2020 |
Business Combinations [Abstract] | ||
Cash | $ 4,000 | |
Payables and accruals | 56,000 | |
Closing amount | $ 50,000 | |
Transaction costs | $ 800,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Cash equivalents | $ 18.9 |
Loans payable | 15.2 |
Carrying value of loans payable | $ 15.1 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 0.9 | $ 0.7 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,925 | $ 6,801 |
Less: accumulated depreciation | (6,352) | (5,819) |
Property and equipment, net | 1,573 | 982 |
Computer hardware, software and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,229 | 6,212 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 460 | 514 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 73 | 75 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 163 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued compensation | $ 3,587 | $ 2,730 |
Accrued vendor partner liabilities | 871 | 733 |
Accrued other | 466 | 407 |
Accrued VAT and other taxes | 279 | 84 |
Accrued professional fees | 118 | 219 |
Deferred rent | 86 | |
Total accrued expenses and other current liabilities | $ 5,321 | $ 4,259 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 04, 2022 | May 31, 2017 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Oct. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Apr. 11, 2020 | |
Debt (Details) [Line Items] | ||||||||||||
Borrowings amount | $ 10,000,000 | |||||||||||
Interest rate | 0% | |||||||||||
Maturity date description | Pursuant to the Sub Agreement, a final payment of $0.7 million was payable at the maturity date in April 2023. | |||||||||||
Amortized discount of interest expense | $ 34,000 | |||||||||||
Remaining unamortized debt discount | $ 200,000 | |||||||||||
Aggregate principal amount | $ 17,000,000 | |||||||||||
Funds amount | $ 6,000,000 | $ 2,000,000 | $ 15,000,000 | |||||||||
Depreciation and amortization | $ 4,800,000 | |||||||||||
Interest rate | 12% | |||||||||||
Purchase price | 3,000,000 | |||||||||||
Principal amount | 1,100,000 | |||||||||||
Loan agreement | 200,000 | |||||||||||
Aggregate discount | $ 1,800,000 | |||||||||||
SVB loan agreement, description | (i) $5.0 million or (ii) 80% of eligible accounts (the “Revolving Credit Facility”) and two tranches of term loan advances, comprised of a term loan advance under Tranche A in an aggregate principal amount of up to $15.0 million and additional term loan advances under Tranche B in an aggregate principal amount of up to $5.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Facilities”). | |||||||||||
Common stock shares (in Shares) | 120,000 | |||||||||||
Common stock, par value per share (in Dollars per share) | $ 4 | |||||||||||
Effective date | 7 years | |||||||||||
Amortized cost | $ 300,000 | |||||||||||
Minimum [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Interest rate | 3.25% | |||||||||||
Maximum [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Interest rate | 8.75% | |||||||||||
Sub Agreement [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Borrowings amount | $ 10,000,000 | |||||||||||
Interest rate | 12% | |||||||||||
Final payment | $ 700,000 | |||||||||||
Legal cost | 300,000 | |||||||||||
Amortized discount of interest expense | $ 1,200,000 | |||||||||||
Interest expense | $ 200,000 | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Interest rate | 0.50% | |||||||||||
PPP Loan [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Interest rate | 1% | |||||||||||
Principal amount | $ 2,200,000 | |||||||||||
SVB Loan Agreement [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Borrowings amount | $ 30,000,000 | |||||||||||
Interest rate | 3.25% | |||||||||||
Interest expense | $ 1,600,000 | |||||||||||
Principal amount | 800,000 | |||||||||||
Cash and cash equivalents | $ 25,000,000 | |||||||||||
Common stock shares (in Shares) | 48,295 | |||||||||||
Common stock, par value per share (in Dollars per share) | $ 0.0001 | |||||||||||
Exercise price (in Dollars per share) | $ 2.38 | |||||||||||
Unamortized discount | $ 600,000 | |||||||||||
SVB Loan Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Interest rate | 3.75% |
Debt (Details) - Schedule of fu
Debt (Details) - Schedule of future minimum payments under the loan agreement $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Future Minimum Payments Under the Loan Agreement [Abstract] | |
2023 | $ 3,750 |
2024 | 7,500 |
2025 | 3,750 |
Total | 15,000 |
End of term charge | 750 |
Subordinated note payable | 15,750 |
Less unamortized debt discount | (616) |
Loan payable, net of discount | 15,134 |
Less current portion | (3,750) |
Loan payable, non-current portion | $ 11,384 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Common Stock and Preferred Stock (Details) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Gross proceeds (in Dollars) | $ 40,000,000 | |||
Issuance expenses (in Dollars) | 4,100,000 | |||
Net proceeds (in Dollars) | $ 35,900,000 | |||
Issued shares | 10,000,000 | 2,166,667 | ||
Common stock per share (in Dollars per share) | $ 4 | |||
Lieu of issuing shares (in Dollars) | $ 10,000 | $ 10,000 | ||
Warrants to purchase shares | 580,383 | |||
Issuance of common stock | 37,442,663 | 37,387,472 | 162,507 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | ||||
Unaccredited Investor [Member] | ||||
Common Stock and Preferred Stock (Details) [Line Items] | ||||
Lieu of issuing shares (in Dollars) | $ 600,000 |
Common Stock and Preferred St_4
Common Stock and Preferred Stock (Details) - Schedule of warrants outstanding to acquire shares of its common stock | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Shares of common stock issuable upon exercise of warrants | 2,801,703 |
October 25, 2024 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Oct. 25, 2024 |
Shares of common stock issuable upon exercise of warrants | 346,500 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 3 |
June 11, 2025 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Jun. 11, 2025 |
Shares of common stock issuable upon exercise of warrants | 234 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 96.24 |
November 13, 2025 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Nov. 13, 2025 |
Shares of common stock issuable upon exercise of warrants | 218,078 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 3 |
July 28, 2027 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Jul. 28, 2027 |
Shares of common stock issuable upon exercise of warrants | 91 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 106.17 |
August 28, 2028 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Aug. 28, 2028 |
Shares of common stock issuable upon exercise of warrants | 1,052 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 39.76 |
May 4, 2029 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | May 04, 2029 |
Shares of common stock issuable upon exercise of warrants | 48,295 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 2.38 |
September 2, 2029 [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date | Sep. 02, 2029 |
Shares of common stock issuable upon exercise of warrants | 2,187,453 |
Exercise Price Per Warrant (in Dollars per share) | $ / shares | $ 2.88 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Equity Incentive Plan (Details) [Line Items] | ||||
Shares issued (in Shares) | 2,166,667 | 10,000,000 | ||
Fair value of stock option (in Dollars per share) | $ 1.19 | $ 1.65 | ||
Intrinsic value options exercised | $ 0.1 | $ 0.9 | ||
Aggregate intrinsic value | 3.1 | $ 2.9 | ||
Share-based compensation | $ 2.8 | |||
Weighted average requisite service period | 2 years 6 months | |||
Aggregate intrinsic value | $ 0.4 | |||
Stock-based compensation for RSU granted and outstanding | $ 0.2 | |||
Stock based compensation for stock options, description | the Company granted 727,922 stock options to the Chief Executive Officer (“CEO”) under the 2020 Plan with an exercise price of $3.00 per share. The options vest based on the CEO’s continued service in addition to the following terms: ● 317,688 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for a minimum of 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. These options expire on March 3, 2031. ● 46,273 options vest in full when the closing price of the Company’s common stock reaches or exceeds $9.00 per share for 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. Since the listing on Nasdaq, these options expire on March 22, 2031, instead of 2026. ● 363,961 options vest in full when the closing price of the Company’s common stock reaches or exceeds $13.50 per share for 20 out of 30 trading days after the Company becomes listed on the New York Stock Exchange or Nasdaq. Since the listing on Nasdaq, these options expire on March 22, 2031, instead of 2026. | |||
Share based compensation fair value, description | The Company’s assumptions, for the options expiring on March 3, 2031, for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.77%, respectively. For the options expiring on March 22, 2031, the assumptions for expected volatility, closing price and risk-free rate were 50.0%, $3.00 and 0.87%, respectively. The aggregate estimated fair value of the options was $0.4 million. The Company recognized $0.1 million in stock-based compensation expense for the year ended December 31, 2022. As of December 31, 2022, there was $0.2 million of unrecognized compensation cost which the Company plans to recognize over a weighted average period of 1.3 years. | |||
Common Stock [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Shares issued (in Shares) | 267,430 | |||
2020 Equity incentive Plan [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Options contractual life | 10 years | |||
Number of shares equal percentage | 5% | |||
RSU [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Weighted average requisite service period | 6 months |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details) - Schedule of share-based compensation expense - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 273 | |
Stock Options & SARs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | 1,839 | $ 1,387 |
General and administrative [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | 273 | |
General and administrative [Member] | Stock Options & SARs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | 1,254 | 933 |
Sales and marketing [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Sales and marketing [Member] | Stock Options & SARs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | 173 | 116 |
Research and development [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Research and development [Member] | Stock Options & SARs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | 323 | 242 |
Cost of revenues [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Cost of revenues [Member] | Stock Options & SARs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 89 | $ 96 |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details) - Schedule of fair value of option grants weighted average assumptions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Value of Option Grants Weighted Average Assumptions [Abstract] | ||
Expected term (in years) | 5 years 10 months 24 days | 5 years 8 months 12 days |
Expected Volatility | 54.80% | 54.30% |
Risk-free rate | 2.20% | 0.80% |
Dividend rate |
Equity Incentive Plan (Detail_4
Equity Incentive Plan (Details) - Schedule of stock option activity | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) [Member] | |
Equity Incentive Plan (Details) - Schedule of stock option activity [Line Items] | |
Number of Shares under Option Plan, Outstanding Beginning balance | |
Weighted Average Grant Date Fair Value, Outstanding Beginning balance (in Dollars per share) | $ / shares | |
Number of Shares under Option Plan, Granted | 263,155 |
Weighted Average Grant Date Fair Value, Granted (in Dollars per share) | $ / shares | $ 1.9 |
Number of Shares under Option Plan, Exercised | |
Weighted Average Grant Date Fair Value, Exercised | |
Number of Shares under Option Plan, Forfeited and expired | |
Weighted Average Grant Date Fair Value, Forfeited and expired | |
Number of Shares under Option Plan, Outstanding Ending balance | 263,155 |
Weighted Average Grant Date Fair Value,Outstanding Ending balance (in Dollars per share) | $ / shares | $ 1.9 |
Stock Options & SARs [Member] | |
Equity Incentive Plan (Details) - Schedule of stock option activity [Line Items] | |
Number of Shares under Option Plan, Outstanding Beginning balance | 6,583,381 |
Weighted- Average Exercise Price per Option, Outstanding Beginning balance (in Dollars per share) | $ / shares | $ 1.78 |
Weighted- Average Remaining Contractual Life (in years), Outstanding Beginning balance | 8 years |
Number of Shares under Option Plan, Granted | 1,893,674 |
Weighted-Average Exercise Price per Option, Granted (in Dollars per share) | $ / shares | $ 1.19 |
Number of Shares under Option Plan, Exercised | (64,667) |
Weighted- Average Exercise Price per Option, Exercised (in Dollars per share) | $ / shares | $ 0.77 |
Number of Shares under Option Plan, Forfeited and expired | (177,565) |
Weighted- Average Exercise Price per Option, Forfeited and expired (in Dollars per share) | $ / shares | $ 2.89 |
Weighted Average Grant Date Fair Value, Forfeited and expired | 177,565 |
Number of Shares under Option Plan, Outstanding Ending balance | 8,234,823 |
Weighted-Average Exercise Price per Option, Outstanding Ending balance (in Dollars per share) | $ / shares | $ 1.82 |
Weighted- Average Remaining Contractual Life (in years), Outstanding Ending balance | 7 years 8 months 12 days |
Number of Shares under Option Plan, Exercisable | 5,140,247 |
Weighted-Average Exercise Price per Option, Exercisable (in Dollars per share) | $ / shares | $ 1.44 |
Weighted- Average Remaining Contractual Life (in years), Exercisable | 7 years |
Number of Shares under Option Plan, Vested and expected to vest | 8,234,823 |
Weighted-Average Exercise Price per Option, Vested and expected to vest (in Dollars per share) | $ / shares | $ 1.82 |
Weighted- Average Remaining Contractual Life (in years), Vested and expected to vest | 7 years 8 months 12 days |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies [Abstract] | ||
Minimum contractual spend | $ 1.8 | |
Expenses | $ 0.2 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of lease expense $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Lease Expense Abstract | |
Operating lease cost | $ 762 |
Short-term lease expense | 365 |
Total operating lease cost | $ 1,127 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of other information related to the operating lease | Dec. 31, 2022 |
Schedule of other Information Related to the Operating Lease [Abstract] | |
Weighted-average remaining lease term | 2 years 2 months 12 days |
Weighted-average discount rate | 4% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of cash flow information related to the operating lease $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Cash Flow Information Related to the Operating Lease [Abstract] | |
Cash paid for operating lease liabilities | $ 849 |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of short-term operating lease liabilities $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Short Term Operating Lease Liabilities [Abstract] | |
2023 | $ 874 |
2024 | 900 |
2025 | 151 |
Total | 1,925 |
Less: imputed interest | (85) |
Operating lease liability | 1,840 |
Less: operating lease liability, current portion | (872) |
Operating lease liability, net of current portion | $ 968 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Valuation allowance increased | $ 7.9 | $ 5.7 |
NOL Tax Credit Carryforwards [Member] | ||
Income Taxes (Details) [Line Items] | ||
Ownership interest | 50% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax asset - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Deferred Tax Asset [Abstract] | ||
Net operating loss carryforwards | $ 40,397 | $ 34,427 |
Fixed assets | 82 | 488 |
Accruals and other | 492 | 654 |
Research & development credits | 1,347 | 865 |
Share-based compensation | 467 | 114 |
Lease liabilities | 482 | |
Capitalized research and development costs | 1,598 | |
Valuation allowance | (44,454) | (36,548) |
Deferred tax assets, net of valuation allowance | 411 | |
Deferred tax liability | ||
Right-of-use assets | (411) | |
Net deferred tax assets |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of federal and state income tax - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Federal And State Income Tax [Abstract] | ||
Federal | $ 159,562 | $ 137,956 |
State | $ 106,533 | $ 82,507 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal and many state net operating losses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Federal and Many State Net Operating Losses [Abstract] | ||
Federal | $ 791 | $ 444 |
State | $ 703 | $ 533 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of statutory federal income tax rate and income taxes | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Statutory Federal Income Tax Rate and Income Taxes [Abstract] | ||
Federal tax benefit at statutory rate | (21.00%) | (21.00%) |
State tax, net of federal benefit | (4.90%) | (7.30%) |
Deferred only | (5.80%) | 0% |
Permanent differences | 1.50% | 0.10% |
Research & development credits | (2.00%) | (2.30%) |
Foreign rate differential | 0% | (1.00%) |
Foreign taxes | 0% | (0.30%) |
Change in tax rate | 0.10% | (0.50%) |
Change in valuation allowance | 32.50% | 32% |
Tax provision | 0.40% | 0.30% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |||
Operating lease term | 10 years | ||
Rent expenses | $ 300,000 | $ 300,000 | |
Owed to the related party | $ 4,042 | $ 4,600 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Benefit Plan [Abstract] | ||
Contributions | $ 0.1 | $ 0.1 |
Fund expenses | $ 0.2 | $ 0.4 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | ||||||||
Apr. 10, 2023 USD ($) | Mar. 23, 2023 USD ($) | Feb. 28, 2023 $ / shares shares | Feb. 18, 2023 $ / shares shares | Jan. 31, 2023 m² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 30, 2021 shares | Dec. 31, 2020 USD ($) | |
Subsequent Events (Details) [Line Items] | |||||||||
Issuance of equity units (in Shares) | shares | 120,000 | ||||||||
Annual recurring revenue | $ 7,254,000 | $ 6,238,000 | $ 5,439,000 | ||||||
Total term loan | 750,000 | ||||||||
Cash | $ 21,251,000 | $ 41,255,000 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Square feet (in Square Meters) | m² | 54,824 | ||||||||
Issuance of equity units (in Shares) | shares | 370,000 | 1,038,846 | |||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 1.62 | $ 1.79 | |||||||
Annual recurring revenue | $ 35,000,000 | ||||||||
Term loan | 5,000,000 | ||||||||
Total term loan | $ 20,000,000 | ||||||||
Payment fee, percentage | 5% | ||||||||
Forecast [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Cash | $ 40,000 | ||||||||
Fair market value | $ 100,000 | ||||||||
Grant vesting anniversary | 1 year | ||||||||
Term loan [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Term loan | $ 1,000,000 |