Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-32404 | ||
Entity Registrant Name | POLARITYTE, INC. | ||
Entity Central Index Key | 0001076682 | ||
Entity Tax Identification Number | 06-1529524 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1960 S. 4250 West | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84104 | ||
City Area Code | (800) | ||
Local Phone Number | 560-3983 | ||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | PTE | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,013,749 | ||
Entity Common Stock, Shares Outstanding | 7,323,755 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | EisnerAmper LLP | ||
Auditor Location | Iselin, New Jersey | ||
Auditor Firm ID | 274 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash and cash equivalents | $ 11,446 | $ 19,375 | |
Accounts receivable, net | 978 | ||
Assets held for sale | 700 | 441 | |
Prepaid expenses and other current assets | 1,109 | 1,595 | |
Total current assets | 13,255 | 22,389 | |
Property and equipment, net | 1,775 | 6,923 | |
Operating lease right-of-use assets | 6,906 | 1,146 | |
Other assets | 911 | 720 | |
TOTAL ASSETS | 22,847 | 31,178 | |
Current liabilities | |||
Accounts payable and accrued expenses | 1,380 | 3,115 | |
Other current liabilities | 687 | 1,520 | |
Deferred revenue | 74 | ||
Total current liabilities | 2,067 | 4,709 | |
Common stock warrant liability | 1,489 | 6,844 | |
Operating lease liabilities | 2,632 | 43 | |
Finance lease liabilities | 41 | 338 | |
Total liabilities | 6,229 | 11,934 | |
Commitments and Contingencies (Note 17) | |||
STOCKHOLDERS’ EQUITY | |||
Preferred stock – 25,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2022 and 2021 | |||
Common stock - $.001 par value; 250,000,000 shares authorized; 7,258,186 and 3,299,379 shares issued and outstanding at December 31, 2022 and 2021, respectively | [1] | 7 | 3 |
Additional paid-in capital | 532,842 | 527,639 | |
Accumulated deficit | (516,231) | (508,398) | |
Total stockholders’ equity | 16,618 | 19,244 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 22,847 | $ 31,178 | |
[1]Giving retroactive effect to the 1-for-25 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares outstanding | 7,258,186 | 3,299,379 |
Common stock, shares issued | 7,258,186 | 3,299,379 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Net revenues | |||
Total net revenues | $ 814 | $ 9,404 | |
Cost of revenues | |||
Total costs of revenues | 616 | 4,316 | |
Gross profit | 198 | 5,088 | |
Operating costs and expenses | |||
Research and development | 11,048 | 14,182 | |
General and administrative | 15,027 | 20,476 | |
Sales and marketing | 2,808 | ||
Restructuring and other charges | 103 | 678 | |
Gain on sale of property and equipment | (4,000) | ||
Impairment of assets held for sale | 393 | ||
Impairment of goodwill and intangible assets | 630 | ||
Total operating costs and expenses | 22,571 | 38,774 | |
Operating loss | (22,373) | (33,686) | |
Other income (expense), net | |||
Gain on extinguishment of debt | 3,612 | ||
Change in fair value of common stock warrant liability | 14,468 | 4,995 | |
Inducement loss on sale of liability classified warrants | (5,197) | ||
Interest expense, net | (11) | (127) | |
Other income, net | 83 | 216 | |
Net loss | $ (7,833) | $ (30,187) | |
Net loss per share attributable to common stockholders | |||
Basic | [1] | $ (1.14) | $ (9.43) |
Diluted | [1] | $ (1.67) | $ (9.43) |
Weighted average shares outstanding | |||
Basic | [1],[2] | 6,853,169 | 3,200,561 |
Diluted | [1] | 7,665,190 | 3,200,561 |
Product [Member] | |||
Net revenues | |||
Total net revenues | $ 3,076 | ||
Cost of revenues | |||
Total costs of revenues | 448 | ||
Service [Member] | |||
Net revenues | |||
Total net revenues | 814 | 6,328 | |
Cost of revenues | |||
Total costs of revenues | $ 616 | $ 3,868 | |
[1]Giving retroactive effect to the 1-for-25 209,522 96,836 2,722,818 488,659 545,000 1,689,159 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | May 16, 2022 | May 12, 2022 |
Income Statement [Abstract] | ||
Reverse stock split | 1-for-25 | 1-for-25 (“Reverse Stock Split”) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | [1] | Retained Earnings [Member] | Total | ||
Balance at Dec. 31, 2020 | $ 2 | [1] | $ 505,547 | $ (478,211) | $ 27,338 | |||
Balance, shares at Dec. 31, 2020 | 2,194,284 | [1] | ||||||
Issuance of common stock and pre-funded warrants through underwritten offering, net of issuance costs of $173 | [1] | 1,255 | 1,255 | |||||
Issuance of common stock and pre-funded warrants through underwritten offering, shares | [1] | 266,800 | ||||||
Issuance of common stock upon exercise of warrants | $ 1 | [1] | 6,670 | 6,671 | ||||
Issuance of common stock upon exercise of warrants, shares | [1] | 428,542 | ||||||
Reclassification of warrant liability upon exercise | [1] | 8,964 | 8,964 | |||||
Issuance of common stock upon exercise of prefunded warrants | [1] | 8 | 8 | |||||
Issuance of common stock upon exercise of pre-funded warrants, shares | [1] | 306,358 | ||||||
Stock-based compensation expense | [1] | 5,600 | 5,600 | |||||
Stock option exercises | [1] | 3 | 3 | |||||
Stock option exercises, shares | [1] | 100 | ||||||
Purchase of ESPP shares | [1] | 55 | 55 | |||||
Purchase of ESPP shares, shares | [1] | 4,076 | ||||||
Vesting of restricted stock units | [1] | |||||||
Vesting of restricted stock units, shares | [1] | 125,063 | ||||||
Shares withheld for tax withholding | [1] | (463) | (463) | |||||
Shares withheld for tax withholding, shares | [1] | (24,326) | ||||||
Forfeiture of restricted stock awards | [1] | |||||||
Forfeiture of restricted stock awards, shares | [1] | (1,518) | ||||||
Net loss | [1] | (30,187) | (30,187) | |||||
Balance at Dec. 31, 2021 | $ 3 | [1] | 527,639 | (508,398) | 19,244 | |||
Balance, shares at Dec. 31, 2021 | 3,299,379 | [1] | ||||||
Issuance of common stock and pre-funded warrants through underwritten offering, net of issuance costs of $173 | [1] | 1,840 | 1,840 | |||||
Issuance of common stock and pre-funded warrants through underwritten offering, shares | [1] | 445,500 | ||||||
Issuance of common stock upon exercise of prefunded warrants | $ 3 | [1] | 3 | |||||
Issuance of common stock upon exercise of pre-funded warrants, shares | [1] | 2,722,818 | ||||||
Stock-based compensation expense | [1] | 1,857 | 1,857 | |||||
Vesting of restricted stock units | [1] | |||||||
Vesting of restricted stock units, shares | [1] | 137,259 | ||||||
Shares withheld for tax withholding | [1] | (181) | (181) | |||||
Shares withheld for tax withholding, shares | [1] | (22,732) | ||||||
Net loss | [1] | (7,833) | (7,833) | |||||
Issuance of preferred stock and warrants through underwritten offering, net of issuance costs of $184 | [1] | 1,685 | 1,685 | |||||
Issuance of preferred stock and warrants through underwritten offering, net of issuance costs, shares | 5,000 | |||||||
Issuance of common stock upon conversion of preferred stock | $ 1 | [1] | (1) | |||||
Issuance of common stock upon conversion of preferred stock, shares | (5,000) | 655,738 | [1] | |||||
Fractional shares issued for reverse stock split | [1] | |||||||
Fractional shares issued for reverse stock split, shares | [1] | 17,024 | ||||||
Purchase of ESPP shares | [1] | 3 | 3 | |||||
Purchase of ESPP shares, shares | [1] | 3,200 | ||||||
Balance at Dec. 31, 2022 | $ 7 | [1] | $ 532,842 | $ (516,231) | $ 16,618 | |||
Balance, shares at Dec. 31, 2022 | 7,258,186 | [1] | ||||||
[1] Giving retroactive effect to the 1-for-25 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Underwritten Offering [Member] | Common Stock [Member] | ||
Debt issuance costs, net | $ 173 | $ 114 |
Underwritten Offering [Member] | Preferred Stock [Member] | ||
Debt issuance costs, net | $ 184 |
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 | $ (7,833) | $ (30,187) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,857 | 5,381 |
Depreciation and amortization | 1,507 | 2,652 |
Impairment of goodwill and intangible assets | 630 | |
Impairment of assets held for sale | 393 | |
Amortization of intangible assets | 190 | |
Bad debt expense | 75 | |
Inventory write-off | 747 | |
Gain on sale and leaseback transaction | (4,000) | |
Gain on extinguishment of debt – PPP loan | (3,612) | |
Change in fair value of common stock warrant liability | (14,468) | (4,995) |
Inducement loss on sale of liability classified warrants | 5,197 | |
Loss on restructuring and other charges | 321 | |
Loss on sale of property and equipment | 37 | 12 |
Gain on sale of subsidiary and property | (32) | |
Loss on abandonment of property and equipment and ROU assets | 448 | 209 |
Other non-cash adjustments | (10) | (45) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 396 | 2,766 |
Inventory | 136 | |
Prepaid expenses and other current assets | 696 | (603) |
Operating lease right-of-use assets | 1,227 | 1,318 |
Other assets/liabilities, net | (1) | (248) |
Accounts payable and accrued expenses | (1,578) | (1,047) |
Other current liabilities | (12) | (29) |
Deferred revenue | (51) | (94) |
Operating lease liabilities | (1,173) | (1,404) |
Net cash used in operating activities | (22,597) | (22,630) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (37) | (123) |
Proceeds from sale of property and equipment | 253 | 27 |
Proceeds from sale of subsidiary and property, net of selling expenses and cash sold | 2,327 | |
Net cash provided by/(used in) investing activities | 2,543 | (96) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from other financing arrangements | 17,500 | |
Proceeds from insurance financing arrangements | 1,027 | 1,028 |
Principal payments on real estate financing lease | (17,500) | |
Principal payments on term note payable and financing arrangements | (1,041) | (1,054) |
Principal payments on equipment financing leases | (323) | (555) |
Net proceeds from the sale of common stock, warrants and pre-funded warrants | 7,823 | 9,884 |
Proceeds from the sale of new warrants | 1,002 | |
Proceeds from warrants exercised | 6,671 | |
Proceeds from pre-funded warrants exercised | 3 | 8 |
Net proceeds from the sale of preferred stock and warrants | 4,814 | |
Cash paid for tax withholdings related to net share settlement | (181) | (463) |
Proceeds from stock options exercised | 3 | |
Proceeds from ESPP purchase | 3 | 55 |
Net cash provided by financing activities | 12,125 | 16,579 |
Net decrease in cash and cash equivalents | (7,929) | (6,147) |
Cash and cash equivalents - beginning of period | 19,375 | 25,522 |
Cash and cash equivalents - end of period | 11,446 | 19,375 |
Supplemental cash flow information: | ||
Cash paid for interest | 69 | 118 |
Supplemental schedule of non-cash investing and financing activities: | ||
Fair value of placement agent warrants issued in connection with offering | 417 | 838 |
Reclassification of warrant liability to stockholders’ equity upon exercise of warrant | 8,964 | |
Conversion of Series A and Series B preferred stock into common stock | 16 | |
Allocation of proceeds to warrant liability | 9,113 | 8,629 |
Unpaid liability for acquisition of property and equipment | 21 | |
Right-of-use asset obtained in exchange for operating lease liability | 2,978 | 42 |
Property and equipment obtained in exchange for finance lease liability | 17,500 | |
Deferred and accrued offering costs | 400 | |
Reclassification of equipment to assets held for sale | 700 | 441 |
Sales of assets held for sale in exchange for a note receivable | 400 | |
Settlement of other financing arrangements through contribution of property | $ 17,500 |
PRINCIPAL BUSINESS ACTIVITY AND
PRINCIPAL BUSINESS ACTIVITY AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PRINCIPAL BUSINESS ACTIVITY AND BASIS OF PRESENTATION | 1. PRINCIPAL BUSINESS ACTIVITY AND BASIS OF PRESENTATION PolarityTE, Inc. (together with its subsidiaries, the “Company”) is a clinical stage biotechnology company developing regenerative tissue products and biomaterials. The Company also operated a laboratory testing and clinical research business until the end of April 2022. The Company’s first regenerative tissue product is SkinTE. In July 2021, the Company submitted an investigational new drug application (“IND”) for SkinTE to the United States Food and Drug Administration (the “FDA”) through its subsidiary, PolarityTE MD, Inc. Prior to June 1, 2021, the Company sold SkinTE under Section 361 of the Public Health Service Act in 2020 and into 2021 and, after the Company’s decision to file an IND under Section 351 of that Act, under an enforcement discretion position stated by the FDA in a regenerative medicine policy framework to help facilitate regenerative medicine therapies. The FDA’s stated period of enforcement discretion ended May 31, 2021. Consequently, the Company terminated commercial sales of SkinTE on May 31, 2021, and ceased its SkinTE commercial operations, and has transitioned to a clinical stage company pursuing an IND for SkinTE. As a result, there are no product sales from commercial SkinTE after June 2021. The only revenues recognized subsequent to June 2021 for SkinTE were n ominal amounts collected on accounts for product shipped prior to the end of May 2021 that were not previously recognized because of concerns with collectability. No revenue for SkinTE was recognized during the year ended December 31, 2022. At the beginning of May 2018, the Company acquired a preclinical research and veterinary sciences business, which had been used for preclinical studies on the Company’s regenerative tissue products and to offer preclinical research services to unrelated third parties on a contract basis. The Company sold the business at the end of April 2022 and ceased to recognize services revenues after the sale. Consequently, the Company is no longer engaged in any revenue generating business activity and its operations are now focused on advancing the IND for SkinTE. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Principles of Consolidation Use of estimates Segments two The contract services reporting segment operated primarily through IBEX Preclinical Research, Inc. (“IBEX”). Utah CRO Services, Inc., a Nevada corporation (“Utah CRO”), is the Company’s direct subsidiary and held all the outstanding capital stock of IBEX (the “IBEX Shares”). Utah CRO also held all the member interest of IBEX Property LLC, a Nevada limited liability company (“IBEX Property”), that owned two unencumbered parcels of real property in Logan, Utah, consisting of approximately 1.75 Cash and cash equivalents Concentration of Credit Risk. 250,000 Accounts Receivable no 0.2 Inventory 0.7 0.3 0.4 No Assets Held for Sale Property and Equipment three eight Leases The Company has lease agreements with lease and non-lease components. As allowed under ASC 842, the Company has elected not to separate lease and non-lease components for any leases involving real estate and office equipment classes of assets and, as a result, accounts for the lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement of ASC 842 to leases with a term of 12 months or less for all classes of assets. Goodwill and Intangible Assets Goodwill is tested for impairment at a reporting unit level by performing either a qualitative or quantitative analysis. The qualitative analysis is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further testing is necessary. If the Company concludes otherwise, a quantitative analysis is performed by comparing the fair value of a reporting unit to its carrying amount. If the fair value exceeds the carrying value, there is no impairment. If the fair value is less than the carrying value, an impairment charge is recorded for the difference between the fair value and the carrying value. For the year ended December 31, 2021, the Company performed a qualitative assessment and concluded that it is more likely than not that the fair value of the IBEX reporting unit was less than its carrying value which resulted in the Company also performing a quantitative analysis. The results of the quantitative analysis showed the carrying value of the reporting unit exceeding its fair value. Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, which generally range from one to eleven years. The useful life is the period over which the asset is expected to contribute directly, or indirectly, to its future cash flows. Intangible assets are reviewed for impairment when certain events or circumstances exist. For amortizable intangible assets, impairment exists when the undiscounted cash flows exceed its carrying value and an impairment charge would be recorded for the excess of the carrying value over its fair value. At least annually, the remaining useful life is evaluated. For the year ended December 31, 2021, the Company identified indicators of impairment which led the Company to perform an assessment that resulted in carrying values of the intangible assets exceeding the undiscounted cash flows. As a result of the goodwill and intangible assets impairment analyses, the Company determined that goodwill and intangible assets of the IBEX reporting unit were fully impaired and recorded impairment charges of $ 0.6 within the Company’s contract services business segment and are included in impairment of goodwill and intangible assets within the accompanying consolidated statement of operations. No Impairment of Long-Lived Assets Offering Costs Capitalized Software Revenue Recognition The Company recorded product revenues primarily from the sale of SkinTE, its regenerative tissue products. When the Company marketed its SkinTE product, it was sold to healthcare providers (customers), primarily through direct sales representatives. Product revenues consisted of a single performance obligation that the Company satisfies at a point in time. In general, the Company recognized product revenue upon delivery to the customer. In the contract services segment, the Company recorded service revenues from the sale of its preclinical research services, which included delivery of preclinical studies and other research services to unrelated third parties. Service revenues generally consisted of a single performance obligation that the Company satisfied over time using an input method based on costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation. The Company believes that this method provides an appropriate measure of the transfer of services over the term of the performance obligation based on the remaining services needed to satisfy the obligation. This required the Company to make reasonable estimates of the extent of progress toward completion of the contract. As a result, unbilled receivables and deferred revenue were recognized based on payment timing and work completed. Generally, a portion of the payment was due upfront and the remainder upon completion of the contract, with most contracts completing in less than a year. Contract services also included research and laboratory testing services to unrelated third parties on a contract basis. Due to the short-term nature of the services, these customer contracts generally consisted of a single performance obligation that the Company satisfied at a point in time. The Company satisfied the single performance obligation and recognized revenue upon delivery of testing results to the customer. As of December 31, 2022 and December 31, 2021, the Company had unbilled receivables of zero 0.5 zero 0.1 0.1 Any costs incurred to obtain a contract would be recognized as product is shipped. The Company considers a significant customer to be one that comprises more than 10% of net revenues or accounts receivable. The Company did not have revenue in 2022 other than the revenue related to its IBEX business that was sold during 2022. The following table contains revenues as presented in the consolidated statements of operations disaggregated by services and products. SCHEDULE OF REVENUE DISAGGREGATED BY SERVICES AND PRODUCTS For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Regenerative Medicine Products SkinTE Products $ – $ 3,076 Contract Services Lab Testing Services – 1,877 Preclinical Research Services 814 4,451 814 6,328 Total Net Revenues $ 814 $ 9,404 Research and Development Expenses Accruals for Clinical Trials Common Stock Warrant Liability Stock-Based Compensation The fair value for options issued is estimated at the date of grant using a Black-Scholes option-pricing model. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of the grant commensurate with the expected term of the option The fair value of restricted stock grants is measured based on the fair market value of the Company’s common stock on the date of grant and recognized as compensation expense over the vesting period of, generally, six months to three years. Income Taxes Reverse Stock Split 1-for-25 (“Reverse Stock Split”) 17,024 The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260 Earnings Per Share Net Loss Per Share Gains on warrant liabilities are only considered dilutive when the average market price of the common stock during the period exceeds the exercise price of the warrants. All common stock warrants issued participate on a one-for-one basis with common stock in the distribution of dividends, if and when declared by the Board of Directors, on the Company’s common stock. For purposes of computing earnings per share (EPS), these warrants are considered to participate with common stock in earnings of the Company. Therefore, the Company calculates basic and diluted EPS using the two-class method. Under the two-class method, net income for the period is allocated between common stockholders and participating securities according to dividends declared and participation rights in undistributed earnings. No loss was allocated to the warrants for the years ended December 31, 2022 and December 31, 2021 as results of operations were a loss for each period and the warrant holders are not required to absorb losses. The Company has issued pre-funded warrants from time to time at an exercise price of $ 0.025 Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU No. 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) |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | 3. LIQUIDITY AND GOING CONCERN The Company is a clinical stage biotechnology company that has incurred recurring losses and negative cash flows from operations since commencing its biotechnology business in 2017. As of December 31, 2022, the Company had an accumulated deficit of $ 516.2 11.4 These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and settle its liabilities in the normal course of business. The Company’s significant operating losses raise substantial doubt regarding the Company’s ability to continue as a going concern for at least one year from the date of issuance of these consolidated financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. Consequently, the future success of the Company depends on its ability to attract additional capital and, ultimately, on its ability to successfully complete the regulatory approval process for its product, SkinTE, and develop future profitable operations. The Company will seek additional capital through equity offerings or debt financing. However, such financing may not be available in the future on favorable terms, if at all. |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 4. FAIR VALUE In accordance with ASC 820, Fair Value Measurements and Disclosures ● Level 1: Observable inputs such as quoted prices in active markets for identical instruments. ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the market. ● Level 3: Significant unobservable inputs supported by little or no market activity. Financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, for which determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. There were no transfers within the hierarchy for any of the periods presented. The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Common stock warrant liability $ – $ – $ 1,489 $ 1,489 Total $ – $ – $ 1,489 $ 1,489 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Common stock warrant liability $ – $ – $ 6,844 $ 6,844 Total $ – $ – $ 6,844 $ 6,844 The Company assesses its assets held for sale, long-lived assets, including property, equipment, ROU assets, intangible assets, and goodwill, at their estimated fair value on a non-recurring basis. The Company reviews the carrying amounts of such assets when events indicate that their carrying amounts may not be recoverable. Any resulting impairment would require that the asset be recorded at its fair value. During the year ended December 31, 2022, the Company recognized an impairment charge of $ 0.4 0.6 0.4 The following table presents the change in fair value of the liability classified common stock warrants for the year ended December 31, 2022 (in thousands): SCHEDULE OF FAIR VALUE OF LIABILITY CLASSIFIED COMMON STOCK WARRANTS Fair Value at December 31, 2021 Initial Fair Value at Issuance (Gain) Loss Upon Change in Fair Value Fair Value at December 31, 2022 Warrant liabilities February 14, 2020 issuance $ 291 $ – $ (283 ) $ 8 December 23, 2020 issuance 239 – (237 ) 2 January 14, 2021 issuance 3,345 – (3,273 ) 72 January 25, 2021 issuance 2,969 – (2,905 ) 64 March 16, 2022 issuance – 3,129 (3,103 ) 26 June 8, 2022 issuance – 5,984 (4,667 ) 1,317 Total $ 6,844 $ 9,113 $ (14,468 ) $ 1,489 The following table presents the change in fair value of the liability classified common stock warrants for the year ended December 31, 2021 (in thousands): Fair Value at December 31, 2020 Initial Fair Value at Issuance (Gain) Loss Upon Change in Fair Value Liability Reduction Due to Exercises Fair Value at December 31, 2021 Warrant liabilities February 14, 2020 issuance $ 328 $ – $ (37 ) $ – $ 291 December 23, 2020 issuance 5,647 – 3,556 (8,964 ) 239 January 14, 2021 issuance – 8,629 (5,284 ) – 3,345 January 25, 2021 issuance (1) – 6,199 (3,230 ) – 2,969 Inducement loss on initial fair value (1) – – 5,197 – – Total $ 5,975 $ 14,828 $ 202 $ (8,964 ) $ 6,844 (1) Concurrent with the issuance of the January 25, 2021 warrants, upon the exercise of the December 23, 2020 warrants, an inducement loss of $ 5.2 6.2 1.0 The Company uses the Monte Carlo valuation model to determine the fair value of the liability classified warrants outstanding during 2022 and 2021. Input assumptions for these freestanding instruments are as follows: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS LIABILITY For the Year Ended December 31, 2022 Stock price $ 0.66 8.55 Exercise price $ 2.40 34.50 Risk-free rate 1.95 4.66 % Volatility 98.4 127.7 % Remaining term (years) 1.21 5.00 For the Year Ended December 31, 2021 Stock price $ 14.75 30.25 Exercise price $ 2.50 34.50 Risk-free rate 0.42 1.27 % Volatility 99.0 103.9 % Remaining term (years) 4.00 5.90 |
ASSET AND LIABILITIES HELD FOR
ASSET AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSET AND LIABILITIES HELD FOR SALE | 5. ASSET AND LIABILITIES HELD FOR SALE Equipment In November 2021, the Company committed to a plan to sell a variety of lab equipment within the regenerative medicine products reporting segment. The lab equipment has been designated as held for sale and is presented as such within the consolidated balance sheets as of December 31, 2022, and December 31, 2021. In September 2022, the Company committed to a plan to sell a variety of additional lab equipment. The lab equipment has been designated as held for sale and is presented as such within the consolidated balance sheet as of December 31, 2022. During the year ended December 31, 2022, the Company recorded an impairment of $ 0.4 IBEX Sale At the beginning of May 2018, the Company acquired a preclinical research and veterinary sciences business, which has been used for preclinical studies on the Company’s regenerative tissue products and to offer preclinical research services to unrelated third parties on a contract basis. The Company operated this business through its indirect subsidiary, IBEX Preclinical Research, Inc. (“IBEX”). Utah CRO Services, Inc., a Nevada corporation (“Utah CRO”), is a direct subsidiary of the Company and held all the outstanding capital stock of IBEX (the “IBEX Shares”). Utah CRO also holds all the member interest of IBEX Property LLC, a Nevada limited liability company (“IBEX Property”), that owned two unencumbered parcels of real property in Logan, Utah, consisting of approximately 1.75 In March 2022, the Company reached a nonbinding understanding with an unrelated third party that contemplated the sale of IBEX, which operates within the contract services reporting segment, along with IBEX Property. The assets and liabilities related to IBEX were designated as held for sale. The Company measured the assets and liabilities held for sale at the lower of their carrying value or fair value less costs to sell. The operating results of IBEX did not qualify for reporting as discontinued operations. On April 14, 2022, Utah CRO entered into a Stock Purchase Agreement (the “Stock Agreement”) with an unrelated third party (“Buyer”), pursuant to which Utah CRO agreed to sell all the outstanding IBEX Shares to Buyer in exchange for an unsecured promissory note in the principal amount of $ 0.4 10 five-year 2.8 0.4 2.3 0.4 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table presents the major components of prepaid expenses and other current assets (in thousands): SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS December 31, 2022 December 31, 2021 Other current receivable $ 332 $ 67 Short term deposit – 150 Prepaid insurance 239 239 Prepaid expenses 440 445 Deferred offering costs 98 694 Total prepaid expenses and other current assets $ 1,109 $ 1,595 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 7. PROPERTY AND EQUIPMENT, NET The following table presents the components of property and equipment, net (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, 2022 December 31, 2021 Machinery and equipment $ 4,436 $ 8,502 Land and buildings – 2,000 Computers and software 570 1,129 Leasehold improvements 1,808 2,107 Construction in progress – 133 Furniture and equipment 100 123 Total property and equipment, gross 6,914 13,994 Accumulated depreciation (5,139 ) (7,071 ) Total property and equipment, net $ 1,775 $ 6,923 The Company sold SkinTE under Section 361 of the Public Health Service Act in 2020 and into 2021 and, after the Company’s decision to file an IND under Section 351 of that Act, under an enforcement discretion position stated by the FDA in a regenerative medicine policy framework to help facilitate regenerative medicine therapies. The FDA’s stated period of enforcement discretion ended May 31, 2021. Consequently, the Company terminated commercial sales of SkinTE on May 31, 2021, and ceased its SkinTE commercial operations. As a result, there are no product sales from commercial SkinTE after June 2021 and the Company has eliminated or reduced costs associated with commercial sales of SkinTE. The Company evaluated the future use of its commercial property and equipment and recorded an impairment charge of approximately $ 0.4 Depreciation and amortization expense for property and equipment, including assets acquired under financing leases was as follows (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2022 2021 For the Year Ended December 31, 2022 2021 General and administrative expense $ 82 $ 739 Research and development expense 1,425 1,913 Total depreciation and amortization expense $ 1,507 $ 2,652 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | 8. LEASES The Company leases facilities and certain equipment under noncancelable leases that expire at various dates through November 2027. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases may include options to extend or terminate the lease at the election of the Company. These optional periods have not been considered in the determination of the ROU assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options. Operating Leases On December 27, 2017, the Company entered into a commercial lease agreement (the “Adcomp Lease”) with Adcomp LLC (“Adcomp”) pursuant to which the Company leased approximately 178,528 five years November 30, 2022 The Company had a one-time option to renew for an additional five years nd an option to purchase the Property at a purchase price of $ 17.5 The initial base rent under this lease was $ 98,190 3.0% Because the rate implicit in the lease is not readily determinable, the Company used an incremental borrowing rate of 10% On October 25, 2021, the Company signed a Purchase and Sale Agreement, the terms of which were finalized on December 10, 2021, and subsequently amended by Amendment No. 1 thereto dated March 15, 2022 (the “BCG Agreement”), with an unrelated third-party BCG Acquisitions LLC (“BCG”). Under the BCG Agreement the Company agreed to sell the Property to BCG or its assigns for $ 17.5 150,000 On December 16, 2021, the Company gave written notice to Adcomp of its election to exercise the option to purchase the Property, and on March 14, 2022, the Company entered into a definitive purchase and sale agreement with Adcomp (the “Purchase Agreement”). In connection with exercising the option to purchase the Property, the Company made an earnest money deposit of $ 150,000 The Purchase Agreement and BCG Agreement provided for closing of the transactions described above on November 15, 2022, and also provided for an option to extend the closing to November 30, 2022. On November 9, 2022, BCG and the Company entered into an Addendum to the BCG Agreement providing, in part, for BCG exercising its right to extend the closing to November 30, 2022, in consideration of making an extension deposit with the escrow holder of $ 50,000 50,000 The Addendum also provided that BCG would arrange financing from a third-party lender for the Subsidiary to apply to the purchase of the Property under the Purchase Agreement with Adcomp and that BCG would provide such credit enhancements and accommodations necessary to obtain such financing in consideration of the terms of the Addendum that contemplated BCG or its assigns acquiring ownership of the Subsidiary concurrently with the Subsidiary’s acquisition of the Property from Adcomp. The following transactions occurred concurrently on November 30, 2022: ● BC1960 made an unsecured loan of $ 9.4 9 200,000 200,000 ● A third-party lender made available cash in the amount of $ 11.0 8.1 ● Upon payment of the purchase price for the Property and closing costs, Adcomp transferred title to the Property and related fixtures, equipment, and personal property appurtenant thereto to the Subsidiary; ● The Company assigned and transferred to BC1960 all of the membership interest of the Subsidiary as payment in full of the unsecured loan of $ 9.4 ● The Subsidiary and the Company entered into a lease for a portion of the Property. The execution of the purchase option became reasonably certain of exercise on November 30, 2022 and the Company reassessed the lease classification and remeasured the lease liability immediately prior to the execution of the purchase option. The lease was reclassified to a finance lease and the lease liability remeasured to include the purchase option amount. In connection with the transaction, the Company recognized a gain on sale of $ 4.0 which is the difference between the fair value of the property sold and the sale price recorded within operating expenses on the consolidated statement of operations. Under the lease between the Company and Subsidiary that was effectuated November 30, 2022, the Company is leasing approximately 63,156 The initial term of the lease is five years November 30, 2027 The Company has a one-time option to renew for an additional five years. The initial base rent under this lease is $ 59,998 4.0 10 In April 2019, the Company entered into an operating lease to obtain 6,307 The lease provided for monthly lease payments subject to annual increases and had an expiration date in April 2024. 0.3 In November 2021, the Company entered into an operating lease to obtain office equipment with Pacific Office Automation, Inc. The initial term of the lease is three years The initial base rent under this lease is $ 3,983 0.1 7.42% Financing Leases In November 2018 and April 2019, the Company entered into financing leases primarily for laboratory equipment used in research and development activities. The financing leases have remaining terms that range from 6 16 10% In the fourth quarter of 2021, management recorded $ 0.2 0.3 As of December 31, 2022, the maturities of operating and finance lease liabilities were as follows (in thousands): SCHEDULE OF OPERATING AND FINANCE LEASE LIABILITIES Operating leases* Finance leases 2023 $ 670 $ 312 2024 793 42 2025 781 – 2026 813 – 2027 772 – Total lease payments 3,829 354 Less: Imputed interest (803 ) (20 ) Total $ 3,026 $ 334 * 2023 amounts as shown above are net of cash inflows for tenant improvement allowances expected to be received during the year. Supplemental balance sheet information related to leases was as follows (in thousands): SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO FINANCE AND OPERATING LEASES Finance leases December 31, 2022 December 31, 2021 Finance lease right-of-use assets included within property and equipment, net $ 4 $ 461 Current finance lease liabilities included within other current liabilities $ 293 $ 329 Non-current finance lease liabilities included within other long-term liabilities 41 338 Total $ 334 $ 667 Total finance lease liabilities $ 334 $ 667 Operating leases December 31, 2022 December 31, 2021 Current operating lease liabilities included within other current liabilities $ 394 $ 1,169 Operating lease liabilities – non-current 2,632 43 Total $ 3,026 $ 1,212 Total operating lease liabilities $ 3,026 $ 1,212 The components of lease expense were as follows (in thousands): SUMMARY OF COMPONENTS OF LEASE EXPENSE 2022 2021 For the Year Ended December 31, 2022 2021 Operating lease costs included within operating costs and expenses $ 1,298 $ 1,511 Finance lease costs: Amortization of right of use assets $ 185 $ 617 Interest on lease liabilities 47 99 Total $ 232 $ 716 Supplemental cash flow information related to leases was as follows (in thousands): SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2022 2021 For the Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash out flows from operating leases $ 1,245 $ 1,596 Operating cash out flows from finance leases $ 47 $ 99 Financing cash out flows from finance leases $ 17,823 $ 555 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 2,978 $ 42 Remeasurement of operating lease liability due to lease modification/termination $ – $ 386 As of December 31, 2022, the weighted average remaining operating lease term is 4.8 9.69% 1.2 9.67% |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 9. INTANGIBLE ASSETS AND GOODWILL As of December 31, 2021 the Company was exploring options with respect to IBEX, which was likely to result in curtailed operation of the business or some other disposition in 2022. For the year ended December 31, 2021, the Company performed an impairment review and concluded that goodwill and intangible assets were impaired. This resulted in the Company writing off the goodwill and intangible assets of $ 0.6 Amortization expense for intangible assets for the years ended December 31, 2022 and December 31, 2021 was approximately zero 0.2 Changes to goodwill during the year ended December 31, 2021 were as follows: SCHEDULE OF CHANGES GOODWILL Total Balance – December 31, 2020 $ 278 Impairment charge to goodwill (278 ) Balance – December 31, 2021 $ – |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table presents the major components of accounts payable and accrued expenses (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 December 31, 2021 Accounts payable $ 459 $ 173 Salaries and other compensation 463 722 Legal and accounting 71 1,082 Accrued severance 16 111 Benefit plan accrual 66 102 Clinical trials 131 161 Accrued offering costs – 400 Other 174 364 Total accounts payable and accrued expenses $ 1,380 $ 3,115 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | 11. OTHER CURRENT LIABILITIES The following table presents the major components of other current liabilities (in thousands): SCHEDULE OF OTHER CURRENT LIABILITIES December 31, 2022 December 31, 2021 Current finance lease liabilities $ 293 $ 329 Current operating lease liabilities 394 1,169 Other – 22 Total other current liabilities $ 687 $ 1,520 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION 2020, 2019 and 2017 Equity Incentive Plans 2020 Plan On October 25, 2019, the Company’s Board of Directors (the “Board”) approved the Company’s 2020 Stock Option and Incentive Plan (the “2020 Plan”). The 2020 Plan became effective on December 19, 2019, the date approved by the stockholders. The 2020 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, unrestricted stock awards, dividend equivalent rights, and cash-based awards to the Company’s employees, officers, directors, and consultants. The Board designated the Compensation Committee of the Board the administrator of the 2020 Plan, including determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Up to 419,549 December 19, 2029 131,872 1,450,000 1,275 2019 Plan On October 5, 2018, the Company’s Board approved the Company’s 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors, and consultants. The Board designated the Compensation Committee of the Board the administrator of the 2019 Plan, including determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Up to 120,000 October 5, 2028 7,350 2017 Plan On December 1, 2016, the Company’s Board approved the Company’s 2017 Equity Incentive Plan (the “2017 Plan”). The purpose of the 2017 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees, consultants and other eligible persons. The 2017 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors, and consultants. The Board designated the Compensation Committee of the Board the administrator of the 2017 Plan, including determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Up to 292,000 December 1, 2026 6,122 A summary of the Company’s employee and non-employee stock option activity is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Number of Shares Weighted- Average Exercise Price Outstanding – December 31, 2021 230,899 $ 197.66 Granted 520 $ 10.34 Forfeited (49,108 ) $ 229.66 Outstanding – December 31, 2022 182,311 $ 188.50 Options exercisable, December 31, 2022 169,138 $ 200.04 During the years ended December 31, 2022 and 2021, the estimated weighted-average grant-date fair value of options granted was $ 7.57 22.63 0 0.4 2.6 The aggregate intrinsic value of options outstanding and exercisable at December 31, 2022 was $ 0 5.34 33,000 1.2 Employee Stock Purchase Plan (ESPP) In May 2018, the Company adopted the Employee Stock Purchase Plan (“ESPP”). The Company has initially reserved 20,000 85 7,379 Stock-based compensation related to the ESPP for the years ended December 31, 2022 and 2021 was $ 9,007 40,000 3,200 0.94 3,000 4,076 13.50 0.1 Stock Options and ESPP Valuation The fair value of each option grant and ESPP purchase right is estimated on the date of grant using the Black-Scholes option-pricing model with the following range of assumptions: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS For the Year Ended December 31, 2022 2021 Option grants Risk free annual interest rate 1.3 4.3 % 0.3 1.2 % Expected volatility 98.0 112.0 % 97.9 104.7 % Expected term of options (years) 4.6 4.8 4.6 4.7 Assumed dividends – – ESPP Risk free annual interest rate 0.2 4.8 % 0.1 0.2 % Expected volatility 72.8 159.2 % 98.4 125.2 % Expected term of options (years) 0.5 0.5 Assumed dividends – – Restricted Stock A summary of the Company’s employee and non-employee restricted stock activity is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK ACTIVITY Number of shares Unvested - December 31, 2021 206,547 Granted 203,600 Vested (1) (146,328 ) Forfeited (7,384 ) Unvested – December 31, 2022 256,435 (1) The number of vested restricted stock units and awards includes shares that were withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. The weighted-average per share grant-date fair value of restricted stock granted during the years ended December 31, 2022 and 2021 was $ 0.87 31.24 3.8 4.7 As of December 31, 2022, there was approximately $ 0.3 1.1 Stock-Based Compensation Expense Total stock-based compensation expense related to stock options, restricted stock awards, and ESPP was as follows (in thousands): SCHEDULE OF SHARE-BASED COMPENSATION RELATED TO RESTRICTED STOCK AWARDS AND STOCK OPTIONS 2022 2021 For the Year Ended December 31, 2022 2021 General and administrative expense $ 1,402 $ 4,097 Research and development expense 455 1,146 Sales and marketing expense – 357 Total stock-based compensation expense $ 1,857 $ 5,600 |
SALE OF COMMON STOCK, WARRANTS
SALE OF COMMON STOCK, WARRANTS AND PRE- FUNDED WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SALE OF COMMON STOCK, WARRANTS AND PRE- FUNDED WARRANTS | 13. SALE OF COMMON STOCK, WARRANTS AND PRE- FUNDED WARRANTS February 2020 Offering On February 14, 2020, the Company completed an underwritten offering of 425,532 425,532 58.75 70.00 February 12, 2027 70.00 2.50 402,932 1.0 11.7 12.0 1.3 The Company measured the fair value of the liability classified warrants using the Monte Carlo simulation model at December 31, 2022 and 2021, respectively, using the following inputs: SCHEDULE FOR MEASUREMENT OF FAIR VALUE OF WARRANTS February 14, 2020 Warrants December 31, 2022 December 31, 2021 Stock price $ 0.66 $ 14.68 Exercise price $ 2.40 $ 2.50 Risk-free rate 4.09 % 1.27 % Volatility 112.9 % 102.0 % Remaining term (years) 4.1 5.1 December 2020 Offering On December 23, 2020, the Company completed a registered direct offering of 218,000 0.001 209,522 427,522 18.7125 18.6875 0.025 15.60 five years The holder of the warrants could not exercise any portion of the warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage could be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent for the registered direct offering warrants to purchase up to 6.0% of the aggregate number of common stock shares and pre-funded warrants sold in the offering 25,651 125% 23.39 7.2 As the common stock warrants and placement agent common stock warrants could each require cash settlement in certain scenarios, the common stock warrants and placement agent common stock warrants were classified as liabilities upon issuance and were initially recorded at estimated fair values of $ 5.2 0.3 The pre-funded warrants are equity classified because they meet characteristics of the equity classification criteria. 2.5 0.3 0.5 The Company measured the fair value of the liability classified placement agent common stock warrants using the Monte Carlo simulation model at December 31, 2022 and 2021, respectively, using the following inputs: December 23, 2020 Warrants December 31, 2022 December 31, 2021 Stock price $ 0.66 $ 14.68 Exercise price $ 23.39 $ 23.39 Risk-free rate 4.22 % 1.11 % Volatility 118.7 % 103.9 % Remaining term (years) 3.0 4.0 January 2021 Offerings On January 14, 2021, the Company completed a registered direct offering of 266,800 0.001 96,836 363,636 27.50 27.475 0.025 30.00 five years The holder of the January 14 Warrants may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent warrants to purchase 6.0% of the aggregate number of common stock shares and pre-funded warrants sold in the offering 21,818 125 34.375 9.2 0.8 As the January 14 Warrants and placement agent common stock warrants could each require cash settlement in certain scenarios, the January 14 Warrants and placement agent common stock warrants were classified as liabilities upon issuance and were initially recorded at estimated fair values of $ 8.1 0.5 The pre-funded warrants were equity classified because they met characteristics of the equity classification criteria. 1.4 0.1 0.7 The Company measured the fair value of the accompanying January 14 Warrants and placement agent warrants using the Monte Carlo simulation model at issuance and at December 31, 2021 and 2022, respectively, using the following inputs: Accompanying common warrants: January 14, 2021 December 31, 2021 December 31, 2022 Stock price $ 30.25 $ 14.68 $ 0.66 Exercise price $ 30.00 $ 30.00 $ 8.75 Risk-free rate 0.49 % 1.12 % 4.22 % Volatility 100.1 % 103.0 % 119.7 % Remaining term (years) 5.0 4.0 3.0 Placement agent warrants: January 14, 2021 December 31, 2021 December 31, 2022 Stock price $ 30.25 $ 14.68 $ 0.66 Exercise price $ 34.38 $ 34.38 $ 34.38 Risk-free rate 0.49 % 1.12 % 4.22 % Volatility 99.3 % 103.0 % 119.7 % Remaining term (years) 5.0 4.0 3.0 On January 22, 2021, the Company entered into a letter agreement with the holder of warrants to exercise the warrants to purchase 427,522 15.60 427,522 320,641 0.001 3.125 30.00 A holder may not exercise any portion of the January 25 Warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent, warrants to purchase 6.0% of the aggregate number of common stock shares and pre-funded warrants sold in the offering 19,238 427,522 6.7 1.0 Immediately prior to the exercise of the existing 427,522 3.6 The Company measured the fair value of the common stock warrants using the Monte Carlo simulation model on January 22, 2021, using the following inputs: January 22, 2021 Stock price $ 26.25 Exercise price $ 15.60 Risk-free rate 0.43 % Volatility 99.4 % Remaining term (years) 4.9 As the new January 25 Warrants and placement agent common stock warrants could each require cash settlement in certain scenarios, the new January 25 Warrants and placement agent common stock warrants were classified as liabilities upon issuance and were initially recorded at estimated fair values of $ 5.8 0.4 0.1 The Company measured the fair value of the accompanying January 25 Warrants and placement agent common stock warrants using the Monte Carlo simulation model at issuance and at December 31, 2022 and 2021, respectively, using the following inputs: Accompanying new common stock warrants: January 25, 2021 December 31, 2021 December 31, 2022 Stock price $ 25.50 $ 14.68 $ 0.66 Exercise price $ 30.00 $ 30.00 $ 8.75 Risk-free rate 0.42 % 1.13 % 4.21 % Volatility 99.0 % 103.0 % 119.7 % Remaining term (years) 5.0 4.1 3.1 Placement agent warrants: January 22, 2021 December 31, 2021 December 31, 2022 Stock price $ 26.25 $ 14.68 $ 0.66 Exercise price $ 30.00 $ 30.00 $ 30.00 Risk-free rate 0.44 % 1.12 % 4.21 % Volatility 99.6 % 103.0 % 119.7 % Remaining term (years) 5.0 4.1 3.1 The following table summarizes warrant activity for the year ended December 31, 2021. SUMMARY OF WARRANT ACTIVITY Outstanding December 31, 2020 Warrants Issued Warrants Exercised Outstanding December 31, 2021 Transaction February 14, 2020 common warrants 22,600 – (1,020 ) 21,580 December 23, 2020 common warrants 427,522 – (427,522 ) – December 23, 2020 placement agent warrants 25,651 – – 25,651 December 23, 2020 pre-funded warrants 209,522 – (209,522 ) – January 14, 2021 common warrants – 363,636 – 363,636 January 14, 2021 placement agent warrants – 21,818 – 21,818 January 14, 2021 pre-funded warrants – 96,836 (96,836 ) – January 25, 2021 common warrants – 320,641 – 320,641 January 22, 2021 placement agent warrants – 19,238 – 19,238 Total 685,295 822,169 (734,900 ) 772,564 March 2022 Offering On March 16, 2022, the Company completed a registered direct offering of 3,000.000435 2,000.00029 655,738 655,738 5.0 8.75 Concurrent with the closing of the offering on March 16, 2022, the Company modified the exercise price of the Existing 2021 Warrants. 363,636 320,641 30.00 8.75 The holders of Series A and Series B convertible preferred stock were entitled to receive dividend payments in the same form as dividends paid on shares of the common stock when, as and if such dividends were paid on shares of the common stock, on an if converted basis. In the event of a liquidation event, the holders of each series of convertible preferred stock were entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the preferred stock were fully converted. Each share of preferred stock was convertible at any time after the offering at the option of the holder into a number of shares of the Company’s common stock, equal to $ 1,000 7.625 262,295 393,443 The holder of the March 2022 Warrants may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent warrants to purchase 5.0 March 2022 Warrants sold in the offering , or 32,787 , except that the placement agent warrants have an exercise price $ 9.525 125 As the March 2022 Warrants and placement agent warrants could each require cash settlement in certain scenarios, the March 2022 Warrants and placement agent warrants were classified as liabilities upon issuance and were initially recorded at estimated fair values of $ 3.0 0.1 1.9 The net proceeds to the Company from the offering were $ 4.5 0.2 0.3 and private placement common stock warrants, The Company measured the fair value of the accompanying March 2022 Warrants and placement agent warrants using the Monte Carlo simulation model at issuance and again at December 31, 2022, using the following inputs: Common warrants: March 16, 2022 December 31, 2022 Stock price $ 8.55 $ 0.66 Exercise price $ 8.75 $ 8.75 Risk-free rate 1.95 % 4.66 % Volatility 101.5 % 127.7 % Remaining term (years) 2.0 1.2 Placement agent warrants: March 16, 2022 December 31, 2022 Stock price $ 8.55 $ 0.66 Exercise price $ 9.53 $ 9.53 Risk-free rate 1.95 % 4.66 % Volatility 101.5 % 127.7 % Remaining term (years) 2.0 1.2 June 2022 Offering On June 5, 2022, the Company entered into a securities purchase agreement with a single healthcare-focused institutional investor for the purchase and sale of shares of its common stock (or pre-funded warrants in lieu thereof) in a registered direct offering. In a concurrent private placement (together with the registered direct offering, the “Offerings”), the Company entered into a separate securities purchase agreement with the same investor for the unregistered purchase and sale of shares of common stock (or pre-funded warrants in lieu thereof). On June 8, 2022, the Company completed the registered direct offering of 445,500 0.001 2.525 1,138,659 2.524 1,584,159 2.524 placement offering is exercisable for one share of common stock at an exercise price of $ 0.001 3,168,318 488,659 545,000 1,689,159 3,168,318 The holder of the warrants may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent, warrants to purchase 5.0% of the aggregate number of common stock shares and pre-funded warrants sold in the offering 158,416 125 3.156 7.3 0.7 As the June 2022 Warrants and placement agent common stock warrants could each require cash settlement in certain scenarios, the June 2022 Warrants and placement agent common stock warrants were classified as liabilities upon issuance and were initially recorded at estimated fair values of $ 5.7 0.3 2.0 0.2 0.5 The Company measured the fair value of the accompanying June 2022 Warrants and placement agent warrants using the Monte Carlo simulation model at issuance and again at December 31, 2022 using the following inputs: Common warrants: June 8, 2022 December 31, 2022 Stock price $ 2.30 $ 0.66 Exercise price $ 2.40 $ 2.40 Risk-free rate 3.03 % 4.05 % Volatility 107.1 % 111.5 % Remaining term (years) 5.0 4.4 Placement agent warrants: June 8, 2022 December 31, 2022 Stock price $ 2.30 $ 0.66 Exercise price $ 3.16 $ 3.16 Risk-free rate 3.03 % 4.05 % Volatility 107.1 % 111.5 % Remaining term (years) 5.0 4.4 The following table summarizes warrant activity for the year ended December 31, 2022. Outstanding December 31, 2021 Warrants Issued Warrants Exercised Outstanding December 31, 2022 Transaction February 14, 2020 common warrants 21,580 – – 21,580 December 23, 2020 placement agent warrants 25,651 – – 25,651 January 14, 2021 common warrants 363,636 – – 363,636 January 14, 2021 placement agent warrants 21,818 – – 21,818 January 25, 2021 common warrants 320,641 – – 320,641 January 22, 2021 placement agent warrants 19,238 – – 19,238 March 16, 2022 common warrants – 655,738 – 655,738 March 16, 2022 placement agent warrants – 32,787 – 32,787 June 8, 2022 common warrants – 3,168,318 – 3,168,318 June 8, 2022 placement agent warrants – 158,416 – 158,416 Total 772,564 4,015,259 – 4,787,823 On March 30, 2021, the Company entered into a sales agreement (“Sales Agreement”) with an investment banking firm to sell shares of common stock having aggregate sales proceeds of up to $ 50.0 0.4 0.7 |
NET LOSS PER SHARE ATTRIBUTABLE
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2022 | |
Net loss per share attributable to common stockholders | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 14. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following tables present reconciliations for the numerators and denominators of basic and diluted net loss per share: SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED Numerator: 2022 2021 For the Year Ended December 31, Numerator: 2022 2021 Net loss, primary $ (7,833 ) $ (30,187 ) Less: gain from change in fair value of warrant liabilities (4,949 ) – Net loss, diluted $ (12,782 ) $ (30,187 ) Denominator: 2022 2021 For the Year Ended December 31, Denominator: 2022 2021 Basic weighted average number of common shares (1) 6,853,169 3,200,561 Potentially dilutive effect of warrants 812,021 – Diluted weighted average number of common shares 7,665,190 3,200,561 (1) In December 2020, January 2021, and June 2022, the Company sold pre-funded warrants to purchase up to 209,522 96,836 2,722,818 488,659 545,000 1,689,159 The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE POTENTIAL SHARES OUTSTANDING ACTIVITY 2022 2021 For the Year Ended December 31, 2022 2021 Stock options 182,311 230,912 Restricted stock 256,435 206,547 Common stock warrants 1,439,509 772,564 Shares committed under ESPP 4,072 1,678 Outstanding potentially dilutive securities 4,072 1,678 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 15. DEBT PPP Loan On April 12, 2020, our subsidiary PolarityTE MD, Inc. (the “Borrower”) entered into a promissory note evidencing an unsecured loan in the amount of $ 3,576,145 1.00 24 150,563 3.6 The SBA may audit any PPP loans at its discretion up to six years after the date the SBA forgave the PPP Loan. |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | 16. RESTRUCTURING As discussed in Note 7, the Company decided to file an IND in the second half of 2021, cease commercial sales of SkinTE by May 31, 2021, and wind down its SkinTE commercial operations. As a result, management approved several actions as part of a restructuring plan. Costs associated with the restructuring plan were included in restructuring and other charges on the consolidated statement of operations. The following table presents the components of incremental restructuring costs and gains associated with the cessation of commercial operations and wind down on SkinTE commercial operation (in thousands): SCHEDULE OF RESTRUCTURING COSTS AND GAINS Year Ended Year Ended December 31, 2022 December 31, 2021 Property and equipment impairment and disposal $ – $ 425 Employee severance and benefit arrangements 103 390 Modification of employee stock options – 187 Net gain on lease termination (1) – (324 ) Net restructuring costs $ 103 $ 678 (1) During the second quarter of 2021 and effective June 30, 2021, the Company terminated a lease which included manufacturing, laboratory, and office space. The Company recorded a net gain on termination of $ 0.3 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Contingencies Securities Class Action and Derivative Lawsuits On September 24, 2021, a class action complaint alleging violations of the Federal securities laws was filed in the United States District Court, District of Utah, by Marc Richfield against the Company and certain officers of the Company, Case No. 2:21-cv-00561-BSJ. The Court subsequently appointed a Lead Plaintiff and ordered the Lead Plaintiff to file an amended Complaint by February 7, 2022, which was extended to February 21, 2022. The Lead Plaintiff filed an amended complaint on February 21, 2022, against the Company, two current officers of the Company, and three former officers of the Company (the “Complaint”). The Complaint alleges that during the period from January 30, 2018, through November 9, 2021, the defendants made or were responsible for, disseminating information to the public through reports filed with the Securities and Exchange Commission and other channels that contained material misstatements or omissions in violation of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 adopted thereunder. Specifically, the Complaint alleges that the defendants misrepresented or failed to disclose that: (i) the Company’s product, SkinTE, was improperly registered as a 361 HCT/P under Section 361 of the Public Health Service Act and that, as a result, the Company’s ability to commercialize SkinTE as a 361 HCT/P was not sustainable because it was inevitable SkinTE would need to be registered under Section 351 of the Public Health Service Act; (ii) the Company characterized itself as a commercial stage company when it knew sales of SkinTE as a 361 HCT/P were unsustainable and that, as a result, it would need to file an IND and become a development stage company; (iii) issues arising from an FDA inspection of the Company’s facility in July 2018, were not resolved even though the Company stated they were resolved; and (iv) the IND for SkinTE was deficient with respect to certain chemistry, manufacturing, and control items, including items identified by the FDA in July 2018, and as a result it was unlikely that the FDA would approve the IND in the form it was originally filed. The Company filed a motion to dismiss the complaint for failure to state a claim, on April 22, 2022. The Lead Plaintiff filed its memorandum in opposition to the Company’s motion to dismiss on July 18, 2022. The Company filed its reply memorandum to the Lead Plaintiff’s opposition memorandum on August 11, 2022, and oral argument on the motion to dismiss was held September 8, 2022. At the hearing the judge issued a ruling from the bench dismissing the Complaint without prejudice and granting the Lead Plaintiff leave to file an amended complaint. The Lead Plaintiff filed an amended complaint (the “Amended Complaint”) on October 3, 2022, alleging additional facts. The Company filed a motion to dismiss the Amended Complaint for failure to state a claim on November 2, 2022, Lead Plaintiff filed its brief in opposition to the Company’s motion on December 2, 2022, and the Company filed its reply brief to the Lead Plaintiff brief in opposition on December 23, 2022. Oral argument on the Company’s motion to dismiss the Amended Complaint was held March 6, 2023. Following oral argument, the judge ruled that the Amended Complaint be dismissed with prejudice and requested that the Company, through its counsel, submit a proposed opinion and order. Once the judge enters the order, the Lead Plaintiff will have 30 days to file a notice of appeal. The Company is unable to predict at this time whether the Lead Plaintiff will file an appeal. On October 25, 2021, a stockholder derivative complaint alleging violations of the Federal securities laws was filed in the United States District Court, District of Utah, by Steven Battams against the Company, each member of the Board of directors, and two officers of the Company, Case No. 2:21-cv-00632-DBB (the “Stockholder Derivative Complaint”). The Stockholder Derivative Complaint alleges that the defendants made, or were responsible for, disseminating information to the public through reports filed with the Securities and Exchange Commission and other channels that contained material misstatements or omissions in violation of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 adopted thereunder. Specifically, the Stockholder Derivative Complaint alleges that the defendants misrepresented or failed to disclose that: (i) the IND for the Company’s product, SkinTE, filed with the FDA was deficient with respect to certain chemistry, manufacturing, and control items; (ii) as a result, it was unlikely that the FDA would approve the IND in its current form; (iii) accordingly, the Company had materially overstated the likelihood that the SkinTE IND would obtain FDA approval; and (iv) as a result, the public statements regarding the IND were materially false and misleading. The parties have stipulated to stay the Stockholder Derivative Complaint until (1) the dismissal of the Complaint described above, (2) denial of a motion to dismiss the Complaint, or (3) notice is given that any party is withdrawing its consent to the stipulated stay of the Stockholder Derivative Complaint proceeding. After the order of dismissal with prejudice of the class action lawsuit described above and exhaustion of all appeals by the Lead Plaintiff, the stay of the Stockholder Derivative Complaint will expire. The Company believes the allegations in the Stockholder Derivative Complaint are without merit and intends to defend the litigation vigorously after the stay expires. At this early stage of the proceedings the Company is unable to make any prediction regarding the outcome of the litigation. Other Matters In the ordinary course of business, the Company may become involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to intellectual property, commercial arrangements, employment, regulatory compliance, and other matters. Except as noted above, at December 31, 2022, the Company was not party to any legal or arbitration proceedings that may have significant effects on its financial position or results of operations. No governmental proceedings are pending or, to the Company’s knowledge, contemplated against the Company. The Company is not a party to any material proceedings in which any director, member of senior management or affiliate of the Company’s is either a party adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries. Commitments The Company has entered into employment agreements with key executives that contain severance terms and change of control provisions. On June 25, 2021, the Company entered into a statement of work with a contract research organization to provide services for a proposed clinical trial described as a multi-center, prospective, randomized controlled trial evaluating the effects of SkinTE in the treatment of full-thickness diabetic foot ulcers at a cost of approximately $ 6.5 3.1 3.4 0.5 1.2 0.4 |
CERTAIN RELATIONSHIPS AND RELAT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 18. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In October 2018, the Company entered into an office lease covering approximately 7,250 three years 60 Initially the Company would occupy and pay for only 3,275 square feet of space, and the Company was not obligated under the lease to pay for the remaining 3,975 square feet covered by the lease unless it elected to occupy that additional space. The Company believes the terms of the lease were very favorable to it, and the Company obtained the favorable terms through the assistance of Peter A. Cohen, a director, which he provided so that the company he owns, Peter A. Cohen, LLC (“Cohen LLC”), could sublease a portion of the office space. October 31, 2021 0 182,000 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 19. SEGMENT REPORTING Reportable segments are presented in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM), the Chief Executive Officer of the Company. The CODM allocates resources to and assesses the performance of each segment using information about its revenue and operating income (loss). The Company’s operations involve products and services which are managed separately. Accordingly, it operates in two segments: 1) regenerative medicine products and 2) contract services. In April 2022, the Company sold IBEX and IBEX Property, the Company’s subsidiaries which operate within the contract services reporting segment. The remaining contract services business is no longer a reportable segment upon the disposal of IBEXand historical information from prior to the disposal date is reported here. See Note 5 for detail on management’s disposal of IBEX. Certain information concerning the Company’s segments is presented in the following tables (in thousands): SCHEDULE OF SEGMENT INFORMATION 2022 2021 For the Year Ended December 31, 2022 2021 Net revenues: Reportable segments: Regenerative medicine products $ – $ 3,076 Contract services 814 6,328 Total net revenues $ 814 $ 9,404 Net income/(loss): Reportable segments: Regenerative medicine products $ (7,430 ) $ (29,568 ) Contract services (403 ) (619 ) Total net loss $ (7,833 ) $ (30,187 ) December 31, 2022 December 31, 2021 Identifiable assets employed: Reportable segments: Regenerative medicine products $ 22,847 $ 25,344 Contract services – 5,834 Total assets $ 22,847 $ 31,178 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | 20. EMPLOYEE BENEFIT PLAN The Company’s 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees (full-time employees with the Company for one year) may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit ($ 20,500 3% 0.2 0.3 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 21. INCOME TAXES The Company calculates its provision for federal and state income taxes based on current tax law. The provision (benefit) for income taxes consisted of the following (in thousands): SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) For the Year Ended December 31, 2022 2021 Current: Federal $ – $ – State – – Deferred: Federal (1,789 ) (5,484 ) State 2,270 605 Change in valuation allowance (481 ) 4,879 Total provision (benefit) for income taxes $ – $ – The difference between income taxes computed at the statutory federal rate and the provision for income taxes related to the following (in thousands, except percentages): SCHEDULE OF STATUTORY FEDERAL RATE AND PROVISION FOR INCOME TAX For the Year Ended December 31, 2022 2021 Amount Percent of Pretax Loss Amount Percent of Pretax Loss Tax (benefit) at federal statutory rate $ (1,644 ) 21 % $ (6,340 ) 21 % State income taxes, net of federal income taxes 2,270 (29 )% 605 (2 )% Effect of warrant liability (2,864 ) 37 % 215 (1 )% Effect of IBEX sale 376 (5 )% – – % Effect of other permanent items 150 (2 )% 16 – % Effect of stock compensation 14 – % 238 (1 )% Change in valuation allowance (481 ) 6 % 4,879 (16 )% Effect of write-off of state net operating losses 2,170 (28 )% – – % Other 9 – % 387 (1 )% $ – – % $ – – % The components of deferred income tax assets (liabilities) were as follows (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 Leases $ 30 $ 17 Depreciation and amortization 357 (38 ) Compensation expense not deductible until options are exercised 5,844 8,343 All other temporary differences (807 ) 430 Net operating loss carry forwards 49,082 47,223 Section 174 – R&D Capitalization 988 – Less valuation allowance (55,494 ) (55,975 ) Deferred tax asset (liability) $ – $ – Realization of deferred tax assets, including those related to net operating loss carryforwards, are dependent upon future earnings, if any, of which the timing and amount are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Based upon the Company’s current operating results management cannot conclude that it is more likely than not that such assets will be realized. Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carryforwards before utilization. The net operating loss carryforwards available for income tax purposes at December 31, 2022 amounts to approximately $ 203.4 38.4 expire between 2038 and 2039 165 161 expire starting in 2034 The Company files income tax returns in the U.S. and various states. As of December 31, 2022, the Company had no no |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | Principles of Consolidation |
Use of estimates | Use of estimates |
Segments | Segments two The contract services reporting segment operated primarily through IBEX Preclinical Research, Inc. (“IBEX”). Utah CRO Services, Inc., a Nevada corporation (“Utah CRO”), is the Company’s direct subsidiary and held all the outstanding capital stock of IBEX (the “IBEX Shares”). Utah CRO also held all the member interest of IBEX Property LLC, a Nevada limited liability company (“IBEX Property”), that owned two unencumbered parcels of real property in Logan, Utah, consisting of approximately 1.75 |
Cash and cash equivalents | Cash and cash equivalents Concentration of Credit Risk. 250,000 |
Accounts Receivable | Accounts Receivable no 0.2 |
Inventory | Inventory 0.7 0.3 0.4 No |
Assets Held for Sale | Assets Held for Sale |
Property and Equipment | Property and Equipment three eight |
Leases | Leases The Company has lease agreements with lease and non-lease components. As allowed under ASC 842, the Company has elected not to separate lease and non-lease components for any leases involving real estate and office equipment classes of assets and, as a result, accounts for the lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement of ASC 842 to leases with a term of 12 months or less for all classes of assets. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at a reporting unit level by performing either a qualitative or quantitative analysis. The qualitative analysis is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further testing is necessary. If the Company concludes otherwise, a quantitative analysis is performed by comparing the fair value of a reporting unit to its carrying amount. If the fair value exceeds the carrying value, there is no impairment. If the fair value is less than the carrying value, an impairment charge is recorded for the difference between the fair value and the carrying value. For the year ended December 31, 2021, the Company performed a qualitative assessment and concluded that it is more likely than not that the fair value of the IBEX reporting unit was less than its carrying value which resulted in the Company also performing a quantitative analysis. The results of the quantitative analysis showed the carrying value of the reporting unit exceeding its fair value. Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, which generally range from one to eleven years. The useful life is the period over which the asset is expected to contribute directly, or indirectly, to its future cash flows. Intangible assets are reviewed for impairment when certain events or circumstances exist. For amortizable intangible assets, impairment exists when the undiscounted cash flows exceed its carrying value and an impairment charge would be recorded for the excess of the carrying value over its fair value. At least annually, the remaining useful life is evaluated. For the year ended December 31, 2021, the Company identified indicators of impairment which led the Company to perform an assessment that resulted in carrying values of the intangible assets exceeding the undiscounted cash flows. As a result of the goodwill and intangible assets impairment analyses, the Company determined that goodwill and intangible assets of the IBEX reporting unit were fully impaired and recorded impairment charges of $ 0.6 within the Company’s contract services business segment and are included in impairment of goodwill and intangible assets within the accompanying consolidated statement of operations. No |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Offering Costs | Offering Costs |
Capitalized Software | Capitalized Software |
Revenue Recognition | Revenue Recognition The Company recorded product revenues primarily from the sale of SkinTE, its regenerative tissue products. When the Company marketed its SkinTE product, it was sold to healthcare providers (customers), primarily through direct sales representatives. Product revenues consisted of a single performance obligation that the Company satisfies at a point in time. In general, the Company recognized product revenue upon delivery to the customer. In the contract services segment, the Company recorded service revenues from the sale of its preclinical research services, which included delivery of preclinical studies and other research services to unrelated third parties. Service revenues generally consisted of a single performance obligation that the Company satisfied over time using an input method based on costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation. The Company believes that this method provides an appropriate measure of the transfer of services over the term of the performance obligation based on the remaining services needed to satisfy the obligation. This required the Company to make reasonable estimates of the extent of progress toward completion of the contract. As a result, unbilled receivables and deferred revenue were recognized based on payment timing and work completed. Generally, a portion of the payment was due upfront and the remainder upon completion of the contract, with most contracts completing in less than a year. Contract services also included research and laboratory testing services to unrelated third parties on a contract basis. Due to the short-term nature of the services, these customer contracts generally consisted of a single performance obligation that the Company satisfied at a point in time. The Company satisfied the single performance obligation and recognized revenue upon delivery of testing results to the customer. As of December 31, 2022 and December 31, 2021, the Company had unbilled receivables of zero 0.5 zero 0.1 0.1 Any costs incurred to obtain a contract would be recognized as product is shipped. The Company considers a significant customer to be one that comprises more than 10% of net revenues or accounts receivable. The Company did not have revenue in 2022 other than the revenue related to its IBEX business that was sold during 2022. The following table contains revenues as presented in the consolidated statements of operations disaggregated by services and products. SCHEDULE OF REVENUE DISAGGREGATED BY SERVICES AND PRODUCTS For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Regenerative Medicine Products SkinTE Products $ – $ 3,076 Contract Services Lab Testing Services – 1,877 Preclinical Research Services 814 4,451 814 6,328 Total Net Revenues $ 814 $ 9,404 |
Research and Development Expenses | Research and Development Expenses |
Accruals for Clinical Trials | Accruals for Clinical Trials |
Common Stock Warrant Liability | Common Stock Warrant Liability |
Stock-Based Compensation | Stock-Based Compensation The fair value for options issued is estimated at the date of grant using a Black-Scholes option-pricing model. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of the grant commensurate with the expected term of the option The fair value of restricted stock grants is measured based on the fair market value of the Company’s common stock on the date of grant and recognized as compensation expense over the vesting period of, generally, six months to three years. |
Income Taxes | Income Taxes |
Reverse Stock Split | Reverse Stock Split 1-for-25 (“Reverse Stock Split”) 17,024 The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260 Earnings Per Share |
Net Loss Per Share | Net Loss Per Share Gains on warrant liabilities are only considered dilutive when the average market price of the common stock during the period exceeds the exercise price of the warrants. All common stock warrants issued participate on a one-for-one basis with common stock in the distribution of dividends, if and when declared by the Board of Directors, on the Company’s common stock. For purposes of computing earnings per share (EPS), these warrants are considered to participate with common stock in earnings of the Company. Therefore, the Company calculates basic and diluted EPS using the two-class method. Under the two-class method, net income for the period is allocated between common stockholders and participating securities according to dividends declared and participation rights in undistributed earnings. No loss was allocated to the warrants for the years ended December 31, 2022 and December 31, 2021 as results of operations were a loss for each period and the warrant holders are not required to absorb losses. The Company has issued pre-funded warrants from time to time at an exercise price of $ 0.025 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU No. 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) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE DISAGGREGATED BY SERVICES AND PRODUCTS | The following table contains revenues as presented in the consolidated statements of operations disaggregated by services and products. SCHEDULE OF REVENUE DISAGGREGATED BY SERVICES AND PRODUCTS For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Regenerative Medicine Products SkinTE Products $ – $ 3,076 Contract Services Lab Testing Services – 1,877 Preclinical Research Services 814 4,451 814 6,328 Total Net Revenues $ 814 $ 9,404 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Common stock warrant liability $ – $ – $ 1,489 $ 1,489 Total $ – $ – $ 1,489 $ 1,489 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Common stock warrant liability $ – $ – $ 6,844 $ 6,844 Total $ – $ – $ 6,844 $ 6,844 |
SCHEDULE OF FAIR VALUE OF LIABILITY CLASSIFIED COMMON STOCK WARRANTS | The following table presents the change in fair value of the liability classified common stock warrants for the year ended December 31, 2022 (in thousands): SCHEDULE OF FAIR VALUE OF LIABILITY CLASSIFIED COMMON STOCK WARRANTS Fair Value at December 31, 2021 Initial Fair Value at Issuance (Gain) Loss Upon Change in Fair Value Fair Value at December 31, 2022 Warrant liabilities February 14, 2020 issuance $ 291 $ – $ (283 ) $ 8 December 23, 2020 issuance 239 – (237 ) 2 January 14, 2021 issuance 3,345 – (3,273 ) 72 January 25, 2021 issuance 2,969 – (2,905 ) 64 March 16, 2022 issuance – 3,129 (3,103 ) 26 June 8, 2022 issuance – 5,984 (4,667 ) 1,317 Total $ 6,844 $ 9,113 $ (14,468 ) $ 1,489 The following table presents the change in fair value of the liability classified common stock warrants for the year ended December 31, 2021 (in thousands): Fair Value at December 31, 2020 Initial Fair Value at Issuance (Gain) Loss Upon Change in Fair Value Liability Reduction Due to Exercises Fair Value at December 31, 2021 Warrant liabilities February 14, 2020 issuance $ 328 $ – $ (37 ) $ – $ 291 December 23, 2020 issuance 5,647 – 3,556 (8,964 ) 239 January 14, 2021 issuance – 8,629 (5,284 ) – 3,345 January 25, 2021 issuance (1) – 6,199 (3,230 ) – 2,969 Inducement loss on initial fair value (1) – – 5,197 – – Total $ 5,975 $ 14,828 $ 202 $ (8,964 ) $ 6,844 (1) Concurrent with the issuance of the January 25, 2021 warrants, upon the exercise of the December 23, 2020 warrants, an inducement loss of $ 5.2 6.2 1.0 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS LIABILITY | The Company uses the Monte Carlo valuation model to determine the fair value of the liability classified warrants outstanding during 2022 and 2021. Input assumptions for these freestanding instruments are as follows: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS LIABILITY For the Year Ended December 31, 2022 Stock price $ 0.66 8.55 Exercise price $ 2.40 34.50 Risk-free rate 1.95 4.66 % Volatility 98.4 127.7 % Remaining term (years) 1.21 5.00 For the Year Ended December 31, 2021 Stock price $ 14.75 30.25 Exercise price $ 2.50 34.50 Risk-free rate 0.42 1.27 % Volatility 99.0 103.9 % Remaining term (years) 4.00 5.90 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS | The following table presents the major components of prepaid expenses and other current assets (in thousands): SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS December 31, 2022 December 31, 2021 Other current receivable $ 332 $ 67 Short term deposit – 150 Prepaid insurance 239 239 Prepaid expenses 440 445 Deferred offering costs 98 694 Total prepaid expenses and other current assets $ 1,109 $ 1,595 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | The following table presents the components of property and equipment, net (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, 2022 December 31, 2021 Machinery and equipment $ 4,436 $ 8,502 Land and buildings – 2,000 Computers and software 570 1,129 Leasehold improvements 1,808 2,107 Construction in progress – 133 Furniture and equipment 100 123 Total property and equipment, gross 6,914 13,994 Accumulated depreciation (5,139 ) (7,071 ) Total property and equipment, net $ 1,775 $ 6,923 |
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE | Depreciation and amortization expense for property and equipment, including assets acquired under financing leases was as follows (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2022 2021 For the Year Ended December 31, 2022 2021 General and administrative expense $ 82 $ 739 Research and development expense 1,425 1,913 Total depreciation and amortization expense $ 1,507 $ 2,652 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF OPERATING AND FINANCE LEASE LIABILITIES | As of December 31, 2022, the maturities of operating and finance lease liabilities were as follows (in thousands): SCHEDULE OF OPERATING AND FINANCE LEASE LIABILITIES Operating leases* Finance leases 2023 $ 670 $ 312 2024 793 42 2025 781 – 2026 813 – 2027 772 – Total lease payments 3,829 354 Less: Imputed interest (803 ) (20 ) Total $ 3,026 $ 334 |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO FINANCE AND OPERATING LEASES | Supplemental balance sheet information related to leases was as follows (in thousands): SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO FINANCE AND OPERATING LEASES Finance leases December 31, 2022 December 31, 2021 Finance lease right-of-use assets included within property and equipment, net $ 4 $ 461 Current finance lease liabilities included within other current liabilities $ 293 $ 329 Non-current finance lease liabilities included within other long-term liabilities 41 338 Total $ 334 $ 667 Total finance lease liabilities $ 334 $ 667 Operating leases December 31, 2022 December 31, 2021 Current operating lease liabilities included within other current liabilities $ 394 $ 1,169 Operating lease liabilities – non-current 2,632 43 Total $ 3,026 $ 1,212 Total operating lease liabilities $ 3,026 $ 1,212 |
SUMMARY OF COMPONENTS OF LEASE EXPENSE | The components of lease expense were as follows (in thousands): SUMMARY OF COMPONENTS OF LEASE EXPENSE 2022 2021 For the Year Ended December 31, 2022 2021 Operating lease costs included within operating costs and expenses $ 1,298 $ 1,511 Finance lease costs: Amortization of right of use assets $ 185 $ 617 Interest on lease liabilities 47 99 Total $ 232 $ 716 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | Supplemental cash flow information related to leases was as follows (in thousands): SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2022 2021 For the Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash out flows from operating leases $ 1,245 $ 1,596 Operating cash out flows from finance leases $ 47 $ 99 Financing cash out flows from finance leases $ 17,823 $ 555 Lease liabilities arising from obtaining right-of-use assets: Operating leases $ 2,978 $ 42 Remeasurement of operating lease liability due to lease modification/termination $ – $ 386 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES GOODWILL | Changes to goodwill during the year ended December 31, 2021 were as follows: SCHEDULE OF CHANGES GOODWILL Total Balance – December 31, 2020 $ 278 Impairment charge to goodwill (278 ) Balance – December 31, 2021 $ – |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | The following table presents the major components of accounts payable and accrued expenses (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 December 31, 2021 Accounts payable $ 459 $ 173 Salaries and other compensation 463 722 Legal and accounting 71 1,082 Accrued severance 16 111 Benefit plan accrual 66 102 Clinical trials 131 161 Accrued offering costs – 400 Other 174 364 Total accounts payable and accrued expenses $ 1,380 $ 3,115 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | The following table presents the major components of other current liabilities (in thousands): SCHEDULE OF OTHER CURRENT LIABILITIES December 31, 2022 December 31, 2021 Current finance lease liabilities $ 293 $ 329 Current operating lease liabilities 394 1,169 Other – 22 Total other current liabilities $ 687 $ 1,520 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY | A summary of the Company’s employee and non-employee stock option activity is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Number of Shares Weighted- Average Exercise Price Outstanding – December 31, 2021 230,899 $ 197.66 Granted 520 $ 10.34 Forfeited (49,108 ) $ 229.66 Outstanding – December 31, 2022 182,311 $ 188.50 Options exercisable, December 31, 2022 169,138 $ 200.04 |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | The fair value of each option grant and ESPP purchase right is estimated on the date of grant using the Black-Scholes option-pricing model with the following range of assumptions: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS For the Year Ended December 31, 2022 2021 Option grants Risk free annual interest rate 1.3 4.3 % 0.3 1.2 % Expected volatility 98.0 112.0 % 97.9 104.7 % Expected term of options (years) 4.6 4.8 4.6 4.7 Assumed dividends – – ESPP Risk free annual interest rate 0.2 4.8 % 0.1 0.2 % Expected volatility 72.8 159.2 % 98.4 125.2 % Expected term of options (years) 0.5 0.5 Assumed dividends – – |
SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK ACTIVITY | A summary of the Company’s employee and non-employee restricted stock activity is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK ACTIVITY Number of shares Unvested - December 31, 2021 206,547 Granted 203,600 Vested (1) (146,328 ) Forfeited (7,384 ) Unvested – December 31, 2022 256,435 (1) The number of vested restricted stock units and awards includes shares that were withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. |
SCHEDULE OF SHARE-BASED COMPENSATION RELATED TO RESTRICTED STOCK AWARDS AND STOCK OPTIONS | Total stock-based compensation expense related to stock options, restricted stock awards, and ESPP was as follows (in thousands): SCHEDULE OF SHARE-BASED COMPENSATION RELATED TO RESTRICTED STOCK AWARDS AND STOCK OPTIONS 2022 2021 For the Year Ended December 31, 2022 2021 General and administrative expense $ 1,402 $ 4,097 Research and development expense 455 1,146 Sales and marketing expense – 357 Total stock-based compensation expense $ 1,857 $ 5,600 |
SALE OF COMMON STOCK, WARRANT_2
SALE OF COMMON STOCK, WARRANTS AND PRE- FUNDED WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE FOR MEASUREMENT OF FAIR VALUE OF WARRANTS | The Company measured the fair value of the liability classified warrants using the Monte Carlo simulation model at December 31, 2022 and 2021, respectively, using the following inputs: SCHEDULE FOR MEASUREMENT OF FAIR VALUE OF WARRANTS February 14, 2020 Warrants December 31, 2022 December 31, 2021 Stock price $ 0.66 $ 14.68 Exercise price $ 2.40 $ 2.50 Risk-free rate 4.09 % 1.27 % Volatility 112.9 % 102.0 % Remaining term (years) 4.1 5.1 December 23, 2020 Warrants December 31, 2022 December 31, 2021 Stock price $ 0.66 $ 14.68 Exercise price $ 23.39 $ 23.39 Risk-free rate 4.22 % 1.11 % Volatility 118.7 % 103.9 % Remaining term (years) 3.0 4.0 January 14, 2021 December 31, 2021 December 31, 2022 Stock price $ 30.25 $ 14.68 $ 0.66 Exercise price $ 30.00 $ 30.00 $ 8.75 Risk-free rate 0.49 % 1.12 % 4.22 % Volatility 100.1 % 103.0 % 119.7 % Remaining term (years) 5.0 4.0 3.0 Placement agent warrants: January 14, 2021 December 31, 2021 December 31, 2022 Stock price $ 30.25 $ 14.68 $ 0.66 Exercise price $ 34.38 $ 34.38 $ 34.38 Risk-free rate 0.49 % 1.12 % 4.22 % Volatility 99.3 % 103.0 % 119.7 % Remaining term (years) 5.0 4.0 3.0 January 22, 2021 Stock price $ 26.25 Exercise price $ 15.60 Risk-free rate 0.43 % Volatility 99.4 % Remaining term (years) 4.9 Accompanying new common stock warrants: January 25, 2021 December 31, 2021 December 31, 2022 Stock price $ 25.50 $ 14.68 $ 0.66 Exercise price $ 30.00 $ 30.00 $ 8.75 Risk-free rate 0.42 % 1.13 % 4.21 % Volatility 99.0 % 103.0 % 119.7 % Remaining term (years) 5.0 4.1 3.1 Placement agent warrants: January 22, 2021 December 31, 2021 December 31, 2022 Stock price $ 26.25 $ 14.68 $ 0.66 Exercise price $ 30.00 $ 30.00 $ 30.00 Risk-free rate 0.44 % 1.12 % 4.21 % Volatility 99.6 % 103.0 % 119.7 % Remaining term (years) 5.0 4.1 3.1 Common warrants: March 16, 2022 December 31, 2022 Stock price $ 8.55 $ 0.66 Exercise price $ 8.75 $ 8.75 Risk-free rate 1.95 % 4.66 % Volatility 101.5 % 127.7 % Remaining term (years) 2.0 1.2 Placement agent warrants: March 16, 2022 December 31, 2022 Stock price $ 8.55 $ 0.66 Exercise price $ 9.53 $ 9.53 Risk-free rate 1.95 % 4.66 % Volatility 101.5 % 127.7 % Remaining term (years) 2.0 1.2 Common warrants: June 8, 2022 December 31, 2022 Stock price $ 2.30 $ 0.66 Exercise price $ 2.40 $ 2.40 Risk-free rate 3.03 % 4.05 % Volatility 107.1 % 111.5 % Remaining term (years) 5.0 4.4 Placement agent warrants: June 8, 2022 December 31, 2022 Stock price $ 2.30 $ 0.66 Exercise price $ 3.16 $ 3.16 Risk-free rate 3.03 % 4.05 % Volatility 107.1 % 111.5 % Remaining term (years) 5.0 4.4 |
SUMMARY OF WARRANT ACTIVITY | The following table summarizes warrant activity for the year ended December 31, 2021. SUMMARY OF WARRANT ACTIVITY Outstanding December 31, 2020 Warrants Issued Warrants Exercised Outstanding December 31, 2021 Transaction February 14, 2020 common warrants 22,600 – (1,020 ) 21,580 December 23, 2020 common warrants 427,522 – (427,522 ) – December 23, 2020 placement agent warrants 25,651 – – 25,651 December 23, 2020 pre-funded warrants 209,522 – (209,522 ) – January 14, 2021 common warrants – 363,636 – 363,636 January 14, 2021 placement agent warrants – 21,818 – 21,818 January 14, 2021 pre-funded warrants – 96,836 (96,836 ) – January 25, 2021 common warrants – 320,641 – 320,641 January 22, 2021 placement agent warrants – 19,238 – 19,238 Total 685,295 822,169 (734,900 ) 772,564 The following table summarizes warrant activity for the year ended December 31, 2022. Outstanding December 31, 2021 Warrants Issued Warrants Exercised Outstanding December 31, 2022 Transaction February 14, 2020 common warrants 21,580 – – 21,580 December 23, 2020 placement agent warrants 25,651 – – 25,651 January 14, 2021 common warrants 363,636 – – 363,636 January 14, 2021 placement agent warrants 21,818 – – 21,818 January 25, 2021 common warrants 320,641 – – 320,641 January 22, 2021 placement agent warrants 19,238 – – 19,238 March 16, 2022 common warrants – 655,738 – 655,738 March 16, 2022 placement agent warrants – 32,787 – 32,787 June 8, 2022 common warrants – 3,168,318 – 3,168,318 June 8, 2022 placement agent warrants – 158,416 – 158,416 Total 772,564 4,015,259 – 4,787,823 |
NET LOSS PER SHARE ATTRIBUTAB_2
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net loss per share attributable to common stockholders | |
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED | The following tables present reconciliations for the numerators and denominators of basic and diluted net loss per share: SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED Numerator: 2022 2021 For the Year Ended December 31, Numerator: 2022 2021 Net loss, primary $ (7,833 ) $ (30,187 ) Less: gain from change in fair value of warrant liabilities (4,949 ) – Net loss, diluted $ (12,782 ) $ (30,187 ) Denominator: 2022 2021 For the Year Ended December 31, Denominator: 2022 2021 Basic weighted average number of common shares (1) 6,853,169 3,200,561 Potentially dilutive effect of warrants 812,021 – Diluted weighted average number of common shares 7,665,190 3,200,561 (1) In December 2020, January 2021, and June 2022, the Company sold pre-funded warrants to purchase up to 209,522 96,836 2,722,818 488,659 545,000 1,689,159 |
SCHEDULE OF ANTI-DILUTIVE POTENTIAL SHARES OUTSTANDING ACTIVITY | The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE POTENTIAL SHARES OUTSTANDING ACTIVITY 2022 2021 For the Year Ended December 31, 2022 2021 Stock options 182,311 230,912 Restricted stock 256,435 206,547 Common stock warrants 1,439,509 772,564 Shares committed under ESPP 4,072 1,678 Outstanding potentially dilutive securities 4,072 1,678 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
SCHEDULE OF RESTRUCTURING COSTS AND GAINS | The following table presents the components of incremental restructuring costs and gains associated with the cessation of commercial operations and wind down on SkinTE commercial operation (in thousands): SCHEDULE OF RESTRUCTURING COSTS AND GAINS Year Ended Year Ended December 31, 2022 December 31, 2021 Property and equipment impairment and disposal $ – $ 425 Employee severance and benefit arrangements 103 390 Modification of employee stock options – 187 Net gain on lease termination (1) – (324 ) Net restructuring costs $ 103 $ 678 (1) During the second quarter of 2021 and effective June 30, 2021, the Company terminated a lease which included manufacturing, laboratory, and office space. The Company recorded a net gain on termination of $ 0.3 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT INFORMATION | Certain information concerning the Company’s segments is presented in the following tables (in thousands): SCHEDULE OF SEGMENT INFORMATION 2022 2021 For the Year Ended December 31, 2022 2021 Net revenues: Reportable segments: Regenerative medicine products $ – $ 3,076 Contract services 814 6,328 Total net revenues $ 814 $ 9,404 Net income/(loss): Reportable segments: Regenerative medicine products $ (7,430 ) $ (29,568 ) Contract services (403 ) (619 ) Total net loss $ (7,833 ) $ (30,187 ) December 31, 2022 December 31, 2021 Identifiable assets employed: Reportable segments: Regenerative medicine products $ 22,847 $ 25,344 Contract services – 5,834 Total assets $ 22,847 $ 31,178 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The Company calculates its provision for federal and state income taxes based on current tax law. The provision (benefit) for income taxes consisted of the following (in thousands): SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) For the Year Ended December 31, 2022 2021 Current: Federal $ – $ – State – – Deferred: Federal (1,789 ) (5,484 ) State 2,270 605 Change in valuation allowance (481 ) 4,879 Total provision (benefit) for income taxes $ – $ – |
SCHEDULE OF STATUTORY FEDERAL RATE AND PROVISION FOR INCOME TAX | The difference between income taxes computed at the statutory federal rate and the provision for income taxes related to the following (in thousands, except percentages): SCHEDULE OF STATUTORY FEDERAL RATE AND PROVISION FOR INCOME TAX For the Year Ended December 31, 2022 2021 Amount Percent of Pretax Loss Amount Percent of Pretax Loss Tax (benefit) at federal statutory rate $ (1,644 ) 21 % $ (6,340 ) 21 % State income taxes, net of federal income taxes 2,270 (29 )% 605 (2 )% Effect of warrant liability (2,864 ) 37 % 215 (1 )% Effect of IBEX sale 376 (5 )% – – % Effect of other permanent items 150 (2 )% 16 – % Effect of stock compensation 14 – % 238 (1 )% Change in valuation allowance (481 ) 6 % 4,879 (16 )% Effect of write-off of state net operating losses 2,170 (28 )% – – % Other 9 – % 387 (1 )% $ – – % $ – – % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of deferred income tax assets (liabilities) were as follows (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 December 31, 2022 2021 Leases $ 30 $ 17 Depreciation and amortization 357 (38 ) Compensation expense not deductible until options are exercised 5,844 8,343 All other temporary differences (807 ) 430 Net operating loss carry forwards 49,082 47,223 Section 174 – R&D Capitalization 988 – Less valuation allowance (55,494 ) (55,975 ) Deferred tax asset (liability) $ – $ – |
SCHEDULE OF REVENUE DISAGGREGAT
SCHEDULE OF REVENUE DISAGGREGATED BY SERVICES AND PRODUCTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Total Net Revenues | $ 814 | $ 9,404 |
Product [Member] | ||
Product Information [Line Items] | ||
Total Net Revenues | 3,076 | |
Lab Testing Services [Member] | ||
Product Information [Line Items] | ||
Total Net Revenues | 1,877 | |
Preclinical Research Services [Member] | ||
Product Information [Line Items] | ||
Total Net Revenues | 814 | 4,451 |
Service [Member] | ||
Product Information [Line Items] | ||
Total Net Revenues | $ 814 | $ 6,328 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||
May 16, 2022 | May 12, 2022 shares | Apr. 30, 2022 Segments | Dec. 31, 2022 USD ($) ft² $ / shares | Dec. 31, 2021 USD ($) | Nov. 30, 2022 ft² | Jun. 08, 2022 $ / shares | Mar. 16, 2022 $ / shares | Jan. 14, 2021 $ / shares | Dec. 31, 2020 USD ($) | Nov. 20, 2020 $ / shares | Nov. 19, 2020 $ / shares | Feb. 14, 2020 $ / shares | Apr. 30, 2019 ft² | May 31, 2018 ft² | |
Number of operating segment | Segments | 2 | ||||||||||||||
Area of land | ft² | 63,156 | 6,307 | |||||||||||||
Insurance limit | $ 250,000 | ||||||||||||||
Accounts receivable | 0 | ||||||||||||||
Allowance doubtful debts | $ 200,000 | ||||||||||||||
Inventory write-offs | 747,000 | ||||||||||||||
Inventory valuation reserves | 0 | 0 | |||||||||||||
Impairment charges of goodwill and intangible assets | 630,000 | ||||||||||||||
Goodwill | $ 278,000 | ||||||||||||||
Intangible assets | 0 | 0 | |||||||||||||
Unbilled receivables | 0 | 500,000 | |||||||||||||
Deferred revenue | 0 | 100,000 | |||||||||||||
Revenue recognized | $ 100,000 | ||||||||||||||
Stockholders equity reverse stock split | 1-for-25 | 1-for-25 (“Reverse Stock Split”) | |||||||||||||
Stock issued during period shares reverse stock split | shares | 17,024 | ||||||||||||||
Class of warrant right exercise price | $ / shares | $ 8.75 | $ 2.50 | $ 70 | $ 70 | |||||||||||
Pre-funded Warrants [Member] | |||||||||||||||
Class of warrant right exercise price | $ / shares | $ 0.025 | $ 3.156 | $ 34.375 | ||||||||||||
Minimum [Member] | |||||||||||||||
Property, plant and equipment, estimated useful life | 3 years | ||||||||||||||
Class of warrant right exercise price | $ / shares | 8.75 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Property, plant and equipment, estimated useful life | 8 years | ||||||||||||||
Class of warrant right exercise price | $ / shares | $ 30 | ||||||||||||||
Research and Development Expense [Member] | |||||||||||||||
Inventory write-offs | 300,000 | ||||||||||||||
Cost of Sales [Member] | |||||||||||||||
Inventory write-offs | $ 400,000 | ||||||||||||||
IBEX Property LLC [Member] | UTAH | |||||||||||||||
Area of land | ft² | 1.75 | 1.75 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 516,231 | $ 508,398 |
Cash and cash equivalents | $ 11,446 | $ 19,375 |
SCHEDULE OF FAIR VALUE OF FINAN
SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | $ 1,489 | $ 6,844 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | 1,489 | 6,844 |
Common Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | 1,489 | 6,844 |
Common Stock Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | ||
Common Stock Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | ||
Common Stock Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities, fair value | $ 1,489 | $ 6,844 |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITY CLASSIFIED COMMON STOCK WARRANTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair Value, beginning | $ 6,844 | $ 5,975 | ||
Initial fair value issuance | 9,113 | 14,828 | ||
(Gain) loss upon change in fair value | (14,468) | 202 | ||
Fair value, ending | 1,489 | 6,844 | ||
Liability reduction due to exercises | (8,964) | |||
Loss on Initial Fair Value [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Liability reduction due to exercises | [1] | |||
February 14, 2020 Issuance [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair Value, beginning | 291 | 328 | ||
Initial fair value issuance | ||||
(Gain) loss upon change in fair value | (283) | (37) | ||
Fair value, ending | 8 | 291 | ||
Liability reduction due to exercises | ||||
December 23, 2020 Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair Value, beginning | 239 | 5,647 | ||
Initial fair value issuance | ||||
(Gain) loss upon change in fair value | (237) | 3,556 | ||
Fair value, ending | 2 | 239 | ||
Liability reduction due to exercises | (8,964) | |||
January 14, 2021 Issuance [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair Value, beginning | 3,345 | |||
Initial fair value issuance | 8,629 | |||
(Gain) loss upon change in fair value | (3,273) | (5,284) | ||
Fair value, ending | 72 | 3,345 | ||
Liability reduction due to exercises | ||||
January 25, 2021 Issuance [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair Value, beginning | [1] | 2,969 | ||
Initial fair value issuance | 6,199 | [1] | ||
(Gain) loss upon change in fair value | (2,905) | (3,230) | [1] | |
Fair value, ending | 64 | 2,969 | [1] | |
Liability reduction due to exercises | [1] | |||
March 16, 2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair Value, beginning | ||||
Initial fair value issuance | 3,129 | |||
(Gain) loss upon change in fair value | (3,103) | |||
Fair value, ending | 26 | |||
June 08 ,2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair Value, beginning | ||||
Initial fair value issuance | 5,984 | |||
(Gain) loss upon change in fair value | (4,667) | |||
Fair value, ending | 1,317 | |||
Inducement Loss on Initial Fair Valur [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair Value, beginning | [1] | |||
Initial fair value issuance | [1] | |||
(Gain) loss upon change in fair value | [1] | 5,197 | ||
Fair value, ending | [1] | |||
[1] Concurrent with the issuance of the January 25, 2021 warrants, upon the exercise of the December 23, 2020 warrants, an inducement loss of $ 5.2 6.2 1.0 |
SCHEDULE OF FAIR VALUE OF LIA_2
SCHEDULE OF FAIR VALUE OF LIABILITY CLASSIFIED COMMON STOCK WARRANTS (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 25, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Proceeds from the sale of warrants | $ 1,002 | ||
December 23, 2020 Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrant inducement loss | $ 5,200 | ||
Fair value adjustment of warrants | 6,200 | ||
Proceeds from the sale of warrants | $ 1,000 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS LIABILITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term (years) | 1 year 2 months 15 days | 4 years |
Minimum [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 0.66 | $ 14.75 |
Minimum [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 2.40 | $ 2.50 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 1.95% | 0.42% |
Minimum [Member] | Measurement Input, Option Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 98.40% | 99% |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term (years) | 5 years | 5 years 10 months 24 days |
Maximum [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 8.55 | $ 30.25 |
Maximum [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 34.50 | $ 34.50 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 4.66% | 1.27% |
Maximum [Member] | Measurement Input, Option Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 127.70% | 103.90% |
FAIR VALUE (Details Narrative)
FAIR VALUE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Impairment of assets held for sale | $ 393 | |
Definite-lived intangible assets | 630 | |
Intangible assets and goodwill | $ 400 |
ASSET AND LIABILITIES HELD FO_2
ASSET AND LIABILITIES HELD FOR SALE (Details Narrative) $ in Thousands | 12 Months Ended | ||||||
Apr. 29, 2022 USD ($) | Apr. 14, 2022 USD ($) | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Nov. 30, 2022 ft² | Apr. 30, 2019 ft² | May 31, 2018 ft² | |
Impairment of assets held for sale | $ 393 | ||||||
Area of land | ft² | 63,156 | 6,307 | |||||
Other assets non current | $ 911 | $ 720 | |||||
Stock Agreement [Member] | |||||||
Debt, principal amount | $ 400 | ||||||
Debt interest rate | 10% | ||||||
Debt instrument interest terms | five-year | ||||||
Real Estate Agreement [Member] | |||||||
Business combination consideration | $ 2,800 | ||||||
Stock agreement and real estate agreement [Member] | |||||||
Other assets non current | $ 400 | ||||||
Issuance of debt | 2,300 | ||||||
Long term note receivable | $ 400 | ||||||
IBEX Property LLC [Member] | UTAH | |||||||
Area of land | ft² | 1.75 | 1.75 |
SCHEDULE OF PREPAID EXPENSE AND
SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Other current receivable | $ 332 | $ 67 |
Short term deposit | 150 | |
Prepaid insurance | 239 | 239 |
Prepaid expenses | 440 | 445 |
Deferred offering costs | 98 | 694 |
Total prepaid expenses and other current assets | $ 1,109 | $ 1,595 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment | $ 4,436 | $ 8,502 |
Land and buildings | 2,000 | |
Computers and software | 570 | 1,129 |
Leasehold improvements | 1,808 | 2,107 |
Construction in progress | 133 | |
Furniture and equipment | 100 | 123 |
Total property and equipment, gross | 6,914 | 13,994 |
Accumulated depreciation | (5,139) | (7,071) |
Total property and equipment, net | $ 1,775 | $ 6,923 |
SCHEDULE OF DEPRECIATION AND AM
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Total depreciation and amortization expense | $ 1,507 | $ 2,652 |
General and Administrative Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Total depreciation and amortization expense | 82 | 739 |
Research and Development Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Total depreciation and amortization expense | $ 1,425 | $ 1,913 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Abstract] | |
Impairment charges | $ 0.4 |
SCHEDULE OF OPERATING AND FINAN
SCHEDULE OF OPERATING AND FINANCE LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | ||
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||||
Operating leases 2023 | [1] | $ 670 | ||
Operating leases 2024 | [1] | 793 | ||
Operating leases 2025 | [1] | 781 | ||
Operating leases 2026 | [1] | 813 | ||
Operating leases 2027 | [1] | 772 | ||
Total Operating lease payments | [1] | 3,829 | ||
Less: Operating leases Imputed interest | [1] | (803) | ||
Total Operating leases | 3,026 | [1] | $ 1,212 | |
Finance Lease, Liability, to be Paid [Abstract] | ||||
Finance leases 2023 | 312 | |||
Finance leases 2024 | 42 | |||
Finance leases 2025 | ||||
Finance leases 2026 | ||||
Finance leases 2027 | ||||
Total Finance lease payments | 354 | |||
Less: Finance leases Imputed interest | (20) | |||
Total Finance leases | $ 334 | $ 667 | ||
[1]2023 amounts as shown above are net of cash inflows for tenant improvement allowances expected to be received during the year. |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO FINANCE AND OPERATING LEASES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Finance lease right-of-use assets included within property and equipment, net | $ 4 | $ 461 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | |
Current finance lease liabilities included within other current liabilities | $ 293 | $ 329 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | |
Non-current finance lease liabilities included within other long-term liabilities | $ 41 | $ 338 | |
Total finance lease liabilities | 334 | 667 | |
Current operating lease liabilities included within other current liabilities | $ 394 | $ 1,169 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | |
Operating lease liabilities – non-current | $ 2,632 | $ 43 | |
Total Operating leases | $ 3,026 | [1] | $ 1,212 |
[1]2023 amounts as shown above are net of cash inflows for tenant improvement allowances expected to be received during the year. |
SUMMARY OF COMPONENTS OF LEASE
SUMMARY OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease costs included within operating costs and expenses | $ 1,298 | $ 1,511 |
Amortization of right of use assets | 185 | 617 |
Interest on lease liabilities | 47 | 99 |
Total | $ 232 | $ 716 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating cash out flows from operating leases | $ 1,245 | $ 1,596 |
Operating cash out flows from finance leases | 47 | 99 |
Financing cash out flows from finance leases | 17,823 | 555 |
Operating leases | 2,978 | 42 |
Remeasurement of operating lease liability due to lease modification/termination | $ 386 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 25, 2021 USD ($) | Dec. 27, 2017 USD ($) ft² | Nov. 30, 2022 USD ($) ft² | Nov. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Apr. 30, 2019 ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 09, 2022 USD ($) | Dec. 16, 2021 USD ($) | |
Area of land | ft² | 63,156 | 6,307 | ||||||||
Lease term | 5 years | |||||||||
Lease renewal description | The Company has a one-time option to renew for an additional five years. | |||||||||
Purchase of property | $ 37,000 | $ 123,000 | ||||||||
Rent description | The initial base rent under this lease is $59,998 per month ($0.95 per sq. ft.) for the first year of the initial lease term and increases 4.0% per annum thereafter. | |||||||||
Base rental | $ 59,998 | |||||||||
Increase in rental rate | 4% | |||||||||
Operating lease incremental borrowing rate | 10% | |||||||||
Lease renewal description | The initial term of the lease is five years, and it expires on November 30, 2027. | The lease provided for monthly lease payments subject to annual increases and had an expiration date in April 2024. | ||||||||
Lease expiration date | Nov. 30, 2027 | |||||||||
Net gain on termination | $ 300,000 | |||||||||
Financing lease, incremental borrowing rate | 10% | |||||||||
Abandonment finance lease right of use asset | $ 300,000 | $ 200,000 | ||||||||
Operating lease, weighted average remaining lease term | 4 years 9 months 18 days | |||||||||
Operating lease, weighted average discount rate, percent | 9.69% | |||||||||
Finance lease, weighted average remaining lease term | 1 year 2 months 12 days | |||||||||
Finance lease, weighted average discount rate, percent | 9.67% | |||||||||
Minimum [Member] | ||||||||||
Lessee, operating lease, remaining lease term | 6 months | |||||||||
Maximum [Member] | ||||||||||
Lessee, operating lease, remaining lease term | 16 months | |||||||||
Operating Expense [Member] | ||||||||||
Gain on sale | $ 4,000,000 | |||||||||
Third Party Lender [Member] | ||||||||||
Purchase of property | 8,100,000 | |||||||||
Cash | 11,000,000 | |||||||||
Pacific Office Automation Inc [Member] | ||||||||||
Lease term | 3 years | |||||||||
Rent description | The initial base rent under this lease is $3,983 per month for the entire lease term and includes a cash incentive of $0.1 million. | |||||||||
Base rental | $ 3,983 | |||||||||
Operating lease incremental borrowing rate | 7.42% | |||||||||
Incentive fee | $ 100,000 | |||||||||
Commercial Lease Agreement [Member] | Adcomp LLC [Member] | ||||||||||
Area of land | ft² | 178,528 | |||||||||
Lease term | 5 years | |||||||||
Lease expiration date | Nov. 30, 2022 | |||||||||
Lease renewal description | The Company had a one-time option to renew for an additional five years | |||||||||
Purchase of property | $ 17,500,000 | |||||||||
Rent description | The initial base rent under this lease was $98,190 per month ($0.55 per sq. ft.) for the first year of the initial lease term and increased 3.0% per annum thereafter. | |||||||||
Base rental | $ 98,190 | |||||||||
Increase in rental rate | 3% | |||||||||
Operating lease incremental borrowing rate | 10% | |||||||||
Unsecured loan | 9,400,000 | |||||||||
Cash | 9,000,000 | |||||||||
Security deposit | $ 200,000,000 | |||||||||
BCG Agreement [Member] | BCG Acquisitions LLC [Member] | ||||||||||
Purchase of property | $ 17,500,000 | |||||||||
Earnest money deposits | $ 150,000 | |||||||||
Payments to acquire property plant and equipment | $ 50,000 | |||||||||
Adcomp Purchase Agreement [Member] | Adcomp [Member] | ||||||||||
Earnest money deposits | $ 150,000 | |||||||||
Purchase Agreement [Member] | Adcomp LLC [Member] | ||||||||||
Payments to acquire property plant and equipment | $ 50,000 |
SCHEDULE OF CHANGES GOODWILL (D
SCHEDULE OF CHANGES GOODWILL (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance - December 31, 2020 | $ 278 |
Impairment charge to goodwill | (278) |
Balance - December 31, 2021 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset write off | $ 630 | |
Amortization of Intangible assets | $ 190 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 459 | $ 173 |
Salaries and other compensation | 463 | 722 |
Legal and accounting | 71 | 1,082 |
Accrued severance | 16 | 111 |
Benefit plan accrual | 66 | 102 |
Clinical trials | 131 | 161 |
Accrued offering costs | 400 | |
Other | 174 | 364 |
Total accounts payable and accrued expenses | $ 1,380 | $ 3,115 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Current finance lease liabilities | $ 293 | $ 329 |
Current operating lease liabilities | 394 | 1,169 |
Other | 22 | |
Total other current liabilities | $ 687 | $ 1,520 |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Weighted Average Exercise Price, Granted | $ 7.57 | $ 22.63 |
Employee and Non Employee Stock Option [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Number of Shares, Outstanding at beginning of period | 230,899 | |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 197.66 | |
Number of Shares, Granted | 520 | |
Weighted Average Exercise Price, Granted | $ 10.34 | |
Number of Shares, Forfeited | (49,108) | |
Weighted Average Exercise Price, Forfeited | $ 229.66 | |
Number of Shares, Outstanding at end of period | 182,311 | 230,899 |
Weighted Average Exercise Price, Outstanding at end of period | $ 188.50 | $ 197.66 |
Number of Shares, Options exercisable | 169,138 | |
Weighted Average Exercise Price, Options exercisable | $ 200.04 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of options (years) | 1 year 2 months 15 days | 4 years |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of options (years) | 5 years | 5 years 10 months 24 days |
Option Grants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free annual interest rate, minimum | 1.30% | 0.30% |
Risk free annual interest rate, maximum | 4.30% | 1.20% |
Expected volatility, minimum | 98% | 97.90% |
Expected volatility, maximum | 112% | 104.70% |
Assumed dividends | ||
Option Grants [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of options (years) | 4 years 7 months 6 days | 4 years 7 months 6 days |
Option Grants [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of options (years) | 4 years 9 months 18 days | 4 years 8 months 12 days |
Employee Stock Purchase Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free annual interest rate, minimum | 0.20% | 0.10% |
Risk free annual interest rate, maximum | 4.80% | 0.20% |
Expected volatility, minimum | 72.80% | 98.40% |
Expected volatility, maximum | 159.20% | 125.20% |
Expected term of options (years) | 6 months | 6 months |
Assumed dividends |
SCHEDULE OF SHARE-BASED COMPE_2
SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock [Member] | 12 Months Ended | |
Dec. 31, 2022 shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested at beginning of period | 206,547 | |
Number of Shares, Granted | 203,600 | |
Number of Shares, Vested | (146,328) | [1] |
Number of Shares, Forfeited | (7,384) | |
Number of Shares, Unvested at end of period | 256,435 | |
[1]The number of vested restricted stock units and awards includes shares that were withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. |
SCHEDULE OF SHARE-BASED COMPE_3
SCHEDULE OF SHARE-BASED COMPENSATION RELATED TO RESTRICTED STOCK AWARDS AND STOCK OPTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,857 | $ 5,600 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 1,402 | 4,097 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 455 | 1,146 |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 357 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 25, 2019 | Oct. 05, 2018 | Dec. 01, 2016 | May 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 09, 2022 | Jan. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Fair value of stock options shares granted price per share | $ 7.57 | $ 22.63 | ||||||
Intrinsic value of options exercised | $ 0 | |||||||
Fair value of options vested | $ 400,000 | 2,600,000 | ||||||
Aggregate intrinsic value of options outstanding and exercisable | $ 0 | |||||||
Weighted average remaining contractual term | 5 years 4 months 2 days | |||||||
Unrecognized compensation cost, period for recognition | 1 year 2 months 12 days | |||||||
Available for future issuances ESPP | 7,379 | |||||||
Stock based compensation | $ 1,857,000 | 5,600,000 | ||||||
Number of stock issued under ESPP, value | $ 55,000 | |||||||
Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost | $ 300,000 | |||||||
Unrecognized compensation cost, period for recognition | 1 year 1 month 6 days | |||||||
Weighted-average per share grant-date fair value of restricted stock granted | $ 0.87 | $ 31.24 | ||||||
Total fair value of restricted stock vested | $ 3,800,000 | $ 4,700,000 | ||||||
2017 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost | $ 33,000 | |||||||
2020 Equity Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock based compensation terminate date | Dec. 19, 2029 | |||||||
Number of shares reserved | 1,275 | 1,450,000 | 131,872 | |||||
2020 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of stock issuable | 419,549 | |||||||
2019 Equity Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock based compensation terminate date | Oct. 05, 2028 | |||||||
Number of shares reserved | 7,350 | |||||||
2019 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of stock issuable | 120,000 | |||||||
2017 Equity Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock based compensation terminate date | Dec. 01, 2026 | |||||||
Number of shares reserved | 6,122 | |||||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of stock issuable | 292,000 | |||||||
Employee Stock Purchase Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares reserved | 20,000 | |||||||
Fair value of stock options shares granted price per share | $ 0.94 | $ 13.50 | ||||||
Common stock purchase price percentage | 85% | |||||||
Stock based compensation | $ 9,007 | $ 40,000 | ||||||
Number of stock issued under ESPP | 3,200 | 4,076 | ||||||
Number of stock issued under ESPP, value | $ 3,000 | $ 100,000 |
SCHEDULE FOR MEASUREMENT OF FAI
SCHEDULE FOR MEASUREMENT OF FAIR VALUE OF WARRANTS (Details) - $ / shares | 12 Months Ended | ||||||
Jun. 08, 2022 | Mar. 16, 2022 | Jan. 25, 2021 | Jan. 22, 2021 | Jan. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant [Member] | February 14, 2020 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 0.66 | $ 14.68 | |||||
Exercise price | $ 2.40 | $ 2.50 | |||||
Risk-free rate | 4.09% | 1.27% | |||||
Volatility | 112.90% | 102% | |||||
Remaining term (years) | 4 years 1 month 6 days | 5 years 1 month 6 days | |||||
Warrant [Member] | December 23, 2020 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 0.66 | $ 14.68 | |||||
Exercise price | $ 23.39 | $ 23.39 | |||||
Risk-free rate | 4.22% | 1.11% | |||||
Volatility | 118.70% | 103.90% | |||||
Remaining term (years) | 3 years | 4 years | |||||
Common Warrant [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 30.25 | $ 0.66 | $ 14.68 | ||||
Exercise price | $ 30 | $ 8.75 | $ 30 | ||||
Risk-free rate | 0.49% | 4.22% | 1.12% | ||||
Volatility | 100.10% | 119.70% | 103% | ||||
Remaining term (years) | 5 years | 3 years | 4 years | ||||
Common Warrant [Member] | March 2022 [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 8.55 | $ 0.66 | |||||
Exercise price | $ 8.75 | $ 8.75 | |||||
Risk-free rate | 1.95% | 4.66% | |||||
Volatility | 101.50% | 127.70% | |||||
Remaining term (years) | 2 years | 1 year 2 months 12 days | |||||
Common Warrant [Member] | June 2022 [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 2.30 | $ 0.66 | |||||
Exercise price | $ 2.40 | $ 2.40 | |||||
Risk-free rate | 3.03% | 4.05% | |||||
Volatility | 107.10% | 111.50% | |||||
Remaining term (years) | 5 years | 4 years 4 months 24 days | |||||
Placement Agent Warrant [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 30.25 | $ 0.66 | $ 14.68 | ||||
Exercise price | $ 34.38 | $ 34.38 | $ 34.38 | ||||
Risk-free rate | 0.49% | 4.22% | 1.12% | ||||
Volatility | 99.30% | 119.70% | 103% | ||||
Remaining term (years) | 5 years | 3 years | 4 years | ||||
Placement Agent Warrant [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 26.25 | $ 0.66 | $ 14.68 | ||||
Exercise price | $ 30 | $ 30 | $ 30 | ||||
Risk-free rate | 0.44% | 4.21% | 1.12% | ||||
Volatility | 99.60% | 119.70% | 103% | ||||
Remaining term (years) | 5 years | 3 years 1 month 6 days | 4 years 1 month 6 days | ||||
Placement Agent Warrant [Member] | New Common Stock Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Remaining term (years) | 4 years 1 month 6 days | ||||||
Placement Agent Warrant [Member] | March 2022 [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 8.55 | $ 0.66 | |||||
Exercise price | $ 9.53 | $ 9.53 | |||||
Risk-free rate | 1.95% | 4.66% | |||||
Volatility | 101.50% | 127.70% | |||||
Remaining term (years) | 2 years | 1 year 2 months 12 days | |||||
Placement Agent Warrant [Member] | June 2022 [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 2.30 | $ 0.66 | |||||
Exercise price | $ 3.16 | $ 3.16 | |||||
Risk-free rate | 3.03% | 4.05% | |||||
Volatility | 107.10% | 111.50% | |||||
Remaining term (years) | 5 years | 4 years 4 months 24 days | |||||
Common Stock Warrant [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 26.25 | ||||||
Exercise price | $ 15.60 | ||||||
Risk-free rate | 43% | ||||||
Volatility | 99.40% | ||||||
Remaining term (years) | 4 years 10 months 24 days | ||||||
New Common Stock Warrant [Member] | Monte Carlo Simulation Model [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 25.50 | $ 0.66 | $ 14.68 | ||||
Exercise price | $ 30 | $ 8.75 | $ 30 | ||||
Risk-free rate | 0.42% | 4.21% | 1.13% | ||||
Volatility | 99% | 119.70% | 103% | ||||
Remaining term (years) | 5 years | 3 years 1 month 6 days |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 772,564 | 685,295 |
Warrants Issued | 4,015,259 | 822,169 |
Warrants exercised | (734,900) | |
Warrant outstanding, ending balance | 4,787,823 | 772,564 |
February 14, 2020 Common Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 21,580 | 22,600 |
Warrants Issued | ||
Warrants exercised | (1,020) | |
Warrant outstanding, ending balance | 21,580 | 21,580 |
December 23, 2020 Common Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 427,522 | |
Warrants Issued | ||
Warrants exercised | (427,522) | |
Warrant outstanding, ending balance | ||
December 23, 2020 placement agent warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 25,651 | 25,651 |
Warrants Issued | ||
Warrants exercised | ||
Warrant outstanding, ending balance | 25,651 | 25,651 |
December 23, 2020 Pre-funded Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 209,522 | |
Warrants Issued | ||
Warrants exercised | (209,522) | |
Warrant outstanding, ending balance | ||
January 14, 2021 Common Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 363,636 | |
Warrants Issued | 363,636 | |
Warrants exercised | ||
Warrant outstanding, ending balance | 363,636 | 363,636 |
January 14, 2021 Placement Agent Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 21,818 | |
Warrants Issued | 21,818 | |
Warrants exercised | ||
Warrant outstanding, ending balance | 21,818 | 21,818 |
January 14, 2021 Pre-funded Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | ||
Warrants Issued | 96,836 | |
Warrants exercised | (96,836) | |
Warrant outstanding, ending balance | ||
January 25, 2021 Common Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 320,641 | |
Warrants Issued | 320,641 | |
Warrants exercised | ||
Warrant outstanding, ending balance | 320,641 | 320,641 |
January 22, 2021 Placement Agent Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | 19,238 | |
Warrants Issued | 19,238 | |
Warrants exercised | ||
Warrant outstanding, ending balance | 19,238 | 19,238 |
March 16, 2022 Common Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | ||
Warrants Issued | 655,738 | |
Warrants exercised | ||
Warrant outstanding, ending balance | 655,738 | |
March 16, 2022 Placement Agent Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | ||
Warrants Issued | 32,787 | |
Warrants exercised | ||
Warrant outstanding, ending balance | 32,787 | |
June 8, 2022 Common Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | ||
Warrants Issued | 3,168,318 | |
Warrants exercised | ||
Warrant outstanding, ending balance | 3,168,318 | |
June 8, 2022 Placement Agent Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding, beginning balance | ||
Warrants Issued | 158,416 | |
Warrants exercised | ||
Warrant outstanding, ending balance | 158,416 |
SALE OF COMMON STOCK, WARRANT_3
SALE OF COMMON STOCK, WARRANTS AND PRE- FUNDED WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jun. 08, 2022 | Mar. 29, 2022 | Mar. 17, 2022 | Mar. 16, 2022 | Mar. 30, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | Jan. 14, 2021 | Dec. 23, 2020 | Feb. 14, 2020 | Dec. 31, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | Nov. 20, 2020 | Nov. 19, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Placement agent warrants | 425,532 | 402,932 | ||||||||||||||||||||
Public offering price per share | $ 58.75 | |||||||||||||||||||||
Class of warrant right exercise price | $ 8.75 | $ 70 | $ 2.50 | $ 70 | ||||||||||||||||||
Warrants expiration date | Feb. 12, 2027 | |||||||||||||||||||||
Proceeds from exercise of warrants | $ 1,000 | $ 6,671 | ||||||||||||||||||||
Residual value of warrants and stock offering | $ 2,500 | $ 12,000 | ||||||||||||||||||||
Reclassification as a reduction in additional paid-in capital | 300 | |||||||||||||||||||||
Common stock and warrants purchase shares | 655,738 | |||||||||||||||||||||
Warrant liability, issuance costs | 500 | |||||||||||||||||||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Proceeds from Issuance of Warrants | $ 1,002 | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||||||||
Number of shares issued | $ 5,000 | |||||||||||||||||||||
Conversion price | $ 7.625 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 7,823 | $ 9,884 | ||||||||||||||||||||
Deferred offering costs | $ 98 | $ 98 | $ 694 | |||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares issued | 3,000.000435 | |||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, shares issued | 2,000.00029 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock shares converted | 262,295 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock shares converted | 393,443 | |||||||||||||||||||||
Series A and Series B Preferred Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant right exercise price | $ 9.525 | $ 9.525 | ||||||||||||||||||||
Percentage of exercise of warrants | 125% | |||||||||||||||||||||
Letter Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant right exercise price | $ 15.60 | $ 15.60 | ||||||||||||||||||||
Sales Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 50,000 | |||||||||||||||||||||
Investment | 400 | |||||||||||||||||||||
Deferred offering costs | $ 700 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant right exercise price | $ 30 | |||||||||||||||||||||
Maximum [Member] | Letter Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock and warrants purchase shares | 427,522 | 427,522 | ||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant right exercise price | $ 8.75 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from exercise of warrants | $ 4,500 | |||||||||||||||||||||
Estimated fair value, liability | $ 5,200 | $ 11,700 | $ 11,700 | |||||||||||||||||||
Common stock and warrants purchase shares | 363,636 | 320,641 | ||||||||||||||||||||
Noninterest expense offering cost | 300 | |||||||||||||||||||||
Fair value adjustment of warrants | 3,000 | |||||||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Reclassification as a reduction in additional paid-in capital | $ 1,300 | |||||||||||||||||||||
Fair value adjustment of warrants | $ 200 | $ 100 | ||||||||||||||||||||
Pre Funded Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant right exercise price | $ 2.524 | |||||||||||||||||||||
Common stock and warrants purchase shares | 1,584,159 | |||||||||||||||||||||
Common Stock and Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Price per share | $ 18.6875 | |||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Placement agent warrants | 19,238 | 19,238 | ||||||||||||||||||||
Proceeds from exercise of warrants | $ 6,700 | |||||||||||||||||||||
Warrant forIssuing to nonemployees | The holder of the warrants may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent, warrants to purchase 5.0% of the aggregate number of common stock shares and pre-funded warrants sold in the offering | The holder of the March 2022 Warrants may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. | ||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 1,000 | |||||||||||||||||||||
Warrants [Member] | Letter Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrant forIssuing to nonemployees | A holder may not exercise any portion of the January 25 Warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent, warrants to purchase 6.0% of the aggregate number of common stock shares and pre-funded warrants sold in the offering | |||||||||||||||||||||
Warrants [Member] | December 2022 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrant forIssuing to nonemployees | The holder of the warrants could not exercise any portion of the warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage could be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent for the registered direct offering warrants to purchase up to 6.0% of the aggregate number of common stock shares and pre-funded warrants sold in the offering | |||||||||||||||||||||
Warrants [Member] | December 23, 2020 [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrant forIssuing to nonemployees | The holder of the January 14 Warrants may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99% upon 61 days’ notice to the Company. The Company also issued to designees of the placement agent warrants to purchase 6.0% of the aggregate number of common stock shares and pre-funded warrants sold in the offering | |||||||||||||||||||||
Warrants [Member] | Maximum [Member] | Letter Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Placement agent warrants | 427,522 | 427,522 | ||||||||||||||||||||
Exisitng Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from exercise of warrants | $ 9,200 | $ 7,200 | ||||||||||||||||||||
Noninterest expense offering cost | $ 800 | |||||||||||||||||||||
Exisitng Warrant [Member] | Monte Carlo Simulation Model [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Noninterest expense offering cost | $ 100 | |||||||||||||||||||||
Pre-funded Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant right exercise price | $ 3.156 | $ 34.375 | $ 0.025 | $ 0.025 | ||||||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Fair value adjustment of warrants | $ 5,700 | $ 8,100 | ||||||||||||||||||||
Common Stock Warrants [Member] | Monte Carlo Simulation Model [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Fair value adjustment of warrants | 5,800 | |||||||||||||||||||||
Placement Agent Common Stock Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock and warrants purchase shares | 32,787 | 32,787 | ||||||||||||||||||||
Price per share | $ 0.050 | $ 0.050 | ||||||||||||||||||||
Fair value adjustment of warrants | 300 | 500 | ||||||||||||||||||||
Placement Agent Common Stock Warrants [Member] | Monte Carlo Simulation Model [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Fair value adjustment of warrants | $ 400 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Placement agent warrants | 2,722,818 | 96,836 | 209,522 | |||||||||||||||||||
Number of shares issued | 1,689,159 | 545,000 | 488,659 | 3,168,318 | ||||||||||||||||||
Fair value adjustment of warrants | 2,000 | 1,400 | ||||||||||||||||||||
Number of shares issued | $ 1,000,000 | |||||||||||||||||||||
Common Stock [Member] | Letter Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Public offering price per share | $ 3.125 | $ 3.125 | ||||||||||||||||||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common Stock [Member] | Maximum [Member] | Letter Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 320,641 | |||||||||||||||||||||
Classified Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Fair value adjustment of warrants | $ 500 | $ 700 | ||||||||||||||||||||
Warrants One [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Remeasurement loss | $ 3,600 | |||||||||||||||||||||
Warrants One [Member] | Maximum [Member] | Letter Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Placement agent warrants | 427,522 | |||||||||||||||||||||
Series A and Series B Preferred Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Residual value of warrants and stock offering | 1,900 | |||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from exercise of warrants | 200 | |||||||||||||||||||||
Underwritten Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Sale of stock, number of shares issued in transaction | 425,532 | |||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Public offering price per share | $ 2.525 | |||||||||||||||||||||
Class of warrant right exercise price | $ 2.524 | $ 0.001 | ||||||||||||||||||||
Number of shares issued | 445,500 | 266,800 | 218,000 | |||||||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | ||||||||||||||||||||
Common stock, par or stated value per share | $ 0.001 | $ 30 | $ 30 | $ 0.025 | ||||||||||||||||||
IPO [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock and warrants purchase shares | 363,636 | 427,522 | ||||||||||||||||||||
IPO [Member] | Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant right exercise price | $ 30 | $ 15.60 | ||||||||||||||||||||
Price per share | 27.50 | 18.7125 | ||||||||||||||||||||
IPO [Member] | Pre Funded Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant right exercise price | $ 0.001 | $ 0.001 | $ 0.025 | |||||||||||||||||||
Common stock and warrants purchase shares | 1,138,659 | 96,836 | 209,522 | |||||||||||||||||||
Price per share | $ 27.475 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from exercise of warrants | $ 7,300 | |||||||||||||||||||||
Estimated fair value, liability | $ 300 | |||||||||||||||||||||
Warrant exercise price | $ 23.39 | |||||||||||||||||||||
Noninterest expense offering cost | $ 700 | |||||||||||||||||||||
Fair value adjustment of warrants | $ 100 | |||||||||||||||||||||
Private Placement [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock and warrants purchase shares | 158,416 | 21,818 | 25,651 | 3,168,318 | ||||||||||||||||||
Percentage of exercise of warrants | 125% | |||||||||||||||||||||
Percentage of warrant exercise price | 125% | 125% |
SCHEDULE OF EARNINGS PER SHARE,
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Net loss per share attributable to common stockholders | |||
Net loss, primary | $ (7,833) | $ (30,187) | |
Less: gain from change in fair value of warrant liabilities | (4,949) | ||
Net loss, diluted | $ (12,782) | $ (30,187) | |
Basic weighted average number of common shares | [1],[2] | 6,853,169 | 3,200,561 |
Potentially dilutive effect of warrants | 812,021 | ||
Diluted weighted average number of common shares | [1] | 7,665,190 | 3,200,561 |
[1]Giving retroactive effect to the 1-for-25 209,522 96,836 2,722,818 488,659 545,000 1,689,159 |
SCHEDULE OF EARNINGS PER SHAR_2
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) (Parenthetical) - shares | 1 Months Ended | |||||
Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | Jan. 31, 2021 | Dec. 31, 2020 | Feb. 14, 2020 | |
Number of warrant to purchase shares of common stock | 402,932 | 425,532 | ||||
Common Stock [Member] | ||||||
Number of warrant to purchase shares of common stock | 2,722,818 | 96,836 | 209,522 | |||
Warrant [Member] | ||||||
Pre-funded warrants exercised | 1,689,159 | 545,000 | 488,659 |
SCHEDULE OF ANTI-DILUTIVE POTEN
SCHEDULE OF ANTI-DILUTIVE POTENTIAL SHARES OUTSTANDING ACTIVITY (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 182,311 | 230,912 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 256,435 | 206,547 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 1,439,509 | 772,564 |
Shares Committed Under ESPP [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding potentially dilutive securities | 4,072 | 1,678 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 12, 2020 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Debt instrument decrease forgiveness | $ 3,600,000 | |
Paycheck Protection Program [Member] | ||
Short-Term Debt [Line Items] | ||
Unsecured debt | $ 3,576,145 | |
Debt instrument, interest rate | 1% | |
Debt instrument term | 24 months | |
Debt instrument, periodic payment | $ 150,563 | |
Audit after forgiveness of loan, description | The SBA may audit any PPP loans at its discretion up to six years after the date the SBA forgave the PPP Loan. |
SCHEDULE OF RESTRUCTURING COSTS
SCHEDULE OF RESTRUCTURING COSTS AND GAINS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Restructuring and Related Activities [Abstract] | |||
Property and equipment impairment and disposal | $ 425,000 | ||
Employee severance and benefit arrangements | 103,000 | 390,000 | |
Modification of employee stock options | 187,000 | ||
Net gain on lease termination | [1] | (324,000) | |
Net restructuring costs | $ 103,000 | $ 678,000 | |
[1]During the second quarter of 2021 and effective June 30, 2021, the Company terminated a lease which included manufacturing, laboratory, and office space. The Company recorded a net gain on termination of $ 0.3 |
SCHEDULE OF RESTRUCTURING COS_2
SCHEDULE OF RESTRUCTURING COSTS AND GAINS (Details) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Net gain on lease termination | $ 0.3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 25, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Research and development cost | $ 6,500 | $ 11,048 | $ 14,182 | |
Service fees | 3,100 | |||
Estimated cost | $ 3,400 | |||
Recited costs | $ 500 | |||
Costs and expenses | $ 1,200 | $ 400 |
CERTAIN RELATIONSHIPS AND REL_2
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 USD ($) | Oct. 31, 2018 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Lease term | 5 years | |||
Payments for rent | $ 59,998 | |||
Sublease income | $ 0 | $ 182,000 | ||
Office Lease [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Net rentable area | ft² | 7,250 | |||
Lease term | 3 years | |||
Payments for rent | $ 60 | |||
Lease arrangements, operating lease, description | Initially the Company would occupy and pay for only 3,275 square feet of space, and the Company was not obligated under the lease to pay for the remaining 3,975 square feet covered by the lease unless it elected to occupy that additional space. The Company believes the terms of the lease were very favorable to it, and the Company obtained the favorable terms through the assistance of Peter A. Cohen, a director, which he provided so that the company he owns, Peter A. Cohen, LLC (“Cohen LLC”), could sublease a portion of the office space. | |||
Lease expiration date | Oct. 31, 2021 |
SCHEDULE OF SEGMENT INFORMATION
SCHEDULE OF SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Total net revenues | $ 814 | $ 9,404 |
Total net loss | (7,833) | (30,187) |
Total assets | 22,847 | 31,178 |
Regenerative Medicine [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 3,076 | |
Total net loss | (7,430) | (29,568) |
Total assets | 22,847 | 25,344 |
Contract Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 814 | 6,328 |
Total net loss | (403) | (619) |
Total assets | $ 5,834 |
EMPLOYEE BENEFIT PLAN (Details
EMPLOYEE BENEFIT PLAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Pretax earnings of contribution. | $ 20,500 | |
Percentage of contribution | 3% | |
Contribution expense | $ 200,000 | $ 300,000 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | ||
Current: State | ||
Deferred: Federal | (1,789) | (5,484) |
Deferred: State | 2,270 | 605 |
Change in valuation allowance | (481) | 4,879 |
Total provision (benefit) for income taxes | $ 0 | $ 0 |
SCHEDULE OF STATUTORY FEDERAL R
SCHEDULE OF STATUTORY FEDERAL RATE AND PROVISION FOR INCOME TAX (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax (benefit) at federal statutory rate, amount | $ (1,644) | $ (6,340) |
Tax (benefit) at federal statutory rate, percentage of pretax loss | 21% | 21% |
State income taxes, net of federal income taxes, amount | $ 2,270 | $ 605 |
State income taxes, net of federal income taxes, percentage of pretax loss | (29.00%) | (2.00%) |
Effect of warrant liability, amount | $ (2,864) | $ 215 |
Effect of other permanent items, percentage of pretax loss | 37% | (1.00%) |
Effect of IBEX sale, amount | $ 376 | |
Effect of IBEX sale, percentage | (5.00%) | |
Effect of other permanent items, amount | $ 150 | $ 16 |
Effect of other permanent items, percentage of pretax loss | (2.00%) | |
Effect of stock compensation, amount | $ 14 | $ 238 |
Effect of stock compensation, percentage of pretax loss | (1.00%) | |
Change in valuation allowance, amount | $ (481) | $ 4,879 |
Other, percent of pretax loss | 6% | (16.00%) |
Effect of write-off of state net operating losses, amount | $ 2,170 | |
Effect of write-off of state net operating losses, percentage of pretax loss | (28.00%) | |
Other, amount | $ 9 | $ 387 |
Other, percent of pretax loss | (1.00%) | |
Income taxes, amount | $ 0 | $ 0 |
Income taxes, percentage of pretax loss |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Leases | $ 30 | $ 17 |
Depreciation and amortization | 357 | (38) |
Compensation expense not deductible until options are exercised | 5,844 | 8,343 |
All other temporary differences | (807) | 430 |
Net operating loss carry forwards | 49,082 | 47,223 |
Section 174 – R&D Capitalization | 988 | |
Less valuation allowance | (55,494) | (55,975) |
Deferred tax asset (liability) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 203,400,000 |
Net operating loss carryforwards with expiration | $ 38,400,000 |
Operating loss carryforwards, description | expire between 2038 and 2039 |
Net operating loss carryforwards with expiration indefinite life | $ 165,000,000 |
Unrecognized tax benefits, which would impact its tax rate | 0 |
Payment for penalties accrual | 0 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards with expiration | $ 161,000,000 |
Operating loss carryforwards, description | expire starting in 2034 |