Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 09, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-31932 | ||
Entity Registrant Name | Ontrak, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 88-0464853 | ||
Entity Address, Address Line One | 333 S. E. 2nd Avenue | ||
Entity Address, Address Line Two | Suite 2000 | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33131 | ||
City Area Code | 310 | ||
Local Phone Number | 444-4300 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | OTRK | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8,142,696 | ||
Entity Common Stock, Shares Outstanding | 47,667,342 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. | ||
Entity Central Index Key | 0001136174 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor firm ID | 274 |
Auditor name | EISNERAMPER LLP |
Auditor location | Philadelphia, Pennsylvania |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 9,701 | $ 5,032 |
Restricted cash - current | 0 | 4,477 |
Receivables, net | 0 | 973 |
Unbilled receivables | 207 | 453 |
Deferred costs - current | 128 | 156 |
Prepaid expenses and other current assets | 2,743 | 3,168 |
Total current assets | 12,779 | 14,259 |
Long-term assets: | ||
Property and equipment, net | 913 | 2,498 |
Restricted cash - long-term | 0 | 204 |
Goodwill | 5,713 | 5,713 |
Intangible assets, net | 99 | 1,125 |
Other assets | 147 | 1,326 |
Operating lease right-of-use assets | 195 | 632 |
Total assets | 19,846 | 25,757 |
Current liabilities: | ||
Accounts payable | 563 | 1,927 |
Accrued compensation and benefits | 442 | 1,987 |
Deferred revenue | 97 | 326 |
Current portion of operating lease liabilities | 56 | 653 |
Other accrued liabilities | 2,784 | 4,576 |
Total current liabilities | 3,942 | 9,469 |
Long-term liabilities: | ||
Long-term debt, net | 1,467 | 10,065 |
Long-term operating lease liabilities | 166 | 546 |
Total liabilities | 5,575 | 20,080 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,770,265 shares issued and outstanding at each of December 31, 2023 and 2022 | 0 | 0 |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 38,466,979 and 4,527,914 shares issued and outstanding at December 31, 2023 and 2022, respectively | 6 | 3 |
Additional paid-in capital | 484,926 | 448,415 |
Accumulated deficit | (470,661) | (442,741) |
Total stockholders' equity | 14,271 | 5,677 |
Total liabilities and stockholders' equity | $ 19,846 | $ 25,757 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 3,770,265 | 3,770,265 |
Preferred stock, shares outstanding (in shares) | 3,770,265 | 3,770,265 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 38,466,979 | 4,527,914 |
Common stock, shares outstanding (in shares) | 38,466,979 | 4,527,914 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 12,743 | $ 14,514 |
Cost of revenue | 3,943 | 7,461 |
Gross profit | 8,800 | 7,053 |
Operating expenses: | ||
Research and development | 6,626 | 10,974 |
Sales and marketing | 3,580 | 5,006 |
General and administrative | 19,269 | 34,256 |
Restructuring, severance and related costs | 457 | 934 |
Total operating expenses | 29,932 | 51,170 |
Operating loss | (21,132) | (44,117) |
Other income (expense), net | 334 | (3,461) |
Interest expense, net | (7,202) | (3,907) |
Loss before income taxes | (28,000) | (51,485) |
Income tax benefit (expense) | 80 | (88) |
Net loss | (27,920) | (51,573) |
Dividends on preferred stock - declared and undeclared | (8,954) | (8,954) |
Net loss attributable to common stockholders | (36,874) | (60,527) |
Net loss attributable to common stockholders | $ (36,874) | $ (60,527) |
Net loss per common share, basic (in dollars per share) | $ (3.30) | $ (15.61) |
Net loss per common share, diluted (in dollars per share) | $ (3.30) | $ (15.61) |
Weighted-average common shares outstanding, basic (in shares) | 11,159 | 3,877 |
Weighted-average common shares outstanding, diluted (in shares) | 11,159 | 3,877 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Warrants and Pre-Funded Warrants issued in Public Offering | Warrants issued in conversion of Keep Well Notes | Pre-Funded Warrants and Warrants issued in Private Placement | Warrants issued in debt financing | Public Offering | Preferred Stock | Common Stock | Common Stock Public Offering | Common Stock Debt Financing Agreement | Additional Paid-In Capital | Additional Paid-In Capital Warrants and Pre-Funded Warrants issued in Public Offering | Additional Paid-In Capital Warrants issued in conversion of Keep Well Notes | Additional Paid-In Capital Pre-Funded Warrants and Warrants issued in Private Placement | Additional Paid-In Capital Warrants issued in debt financing | Additional Paid-In Capital Public Offering | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 3,770,265 | 3,446,698 | |||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 45,555 | $ 0 | $ 2 | $ 436,721 | $ (391,168) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Preferred dividends declared | (2,239) | (2,239) | |||||||||||||||
Common stock issued (in shares) | 833,334 | ||||||||||||||||
Common stock issued | 3,294 | $ 1 | 3,293 | ||||||||||||||
Common stock issued relating to settlement of contingent consideration (in shares) | 5,569 | ||||||||||||||||
Common stock issued relating to settlement of contingent consideration | 293 | 293 | |||||||||||||||
Common stock issued for financing and consulting services (in shares) | 132,534 | ||||||||||||||||
Common stock issued for financing and consulting services | 1,351 | 1,351 | |||||||||||||||
Warrant issued | 827 | 827 | |||||||||||||||
Restricted stock units vested, net of taxes (in shares) | 5,562 | ||||||||||||||||
Restricted stock units vested, net of taxes | (6) | (6) | |||||||||||||||
401(k) employer match (in shares) | 104,217 | ||||||||||||||||
401(k) employer match | 643 | 643 | |||||||||||||||
Stock-based compensation expense | 7,532 | 7,532 | |||||||||||||||
Net loss | (51,573) | (51,573) | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 3,770,265 | 4,527,914 | |||||||||||||||
Ending balance at Dec. 31, 2022 | 5,677 | $ 0 | $ 3 | 448,415 | (442,741) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Common stock issued (in shares) | 4,592,068 | 339,689 | |||||||||||||||
Common stock issued | $ 986 | $ 986 | |||||||||||||||
Warrant issued | $ 5,313 | $ 7,063 | $ 11,000 | $ 11,034 | $ 5,313 | $ 7,063 | $ 11,000 | $ 11,034 | |||||||||
Common stock issued in conversion of Keep Well Notes (in shares) | 27,082,186 | ||||||||||||||||
Common stock issued in conversion of Keep Well Notes | 9,186 | $ 3 | 9,183 | ||||||||||||||
Write-off of debt issuance costs related to conversion of Keep Well Notes | (3,654) | (3,654) | |||||||||||||||
Write-off of debt issuance costs related to cancelled Keep Well Notes in Private Placement | (1,522) | (1,522) | |||||||||||||||
Costs related to Public Offering and Private Placement transactions | (1,343) | (1,343) | |||||||||||||||
Pre-Funded Warrants exercised (in shares) | 1,875,534 | ||||||||||||||||
Loss on extinguishment of debt with related party | (4,494) | (4,494) | |||||||||||||||
Restricted stock units vested, net of taxes (in shares) | 2,776 | ||||||||||||||||
Restricted stock units vested, net of taxes | (3) | (3) | |||||||||||||||
401(k) employer match (in shares) | 18,897 | ||||||||||||||||
Stock-based compensation expense | 2,948 | 2,948 | |||||||||||||||
Fractional shares issued in connection with reverse stock split (in shares) | 27,915 | ||||||||||||||||
Net loss | (27,920) | (27,920) | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 3,770,265 | 38,466,979 | |||||||||||||||
Ending balance at Dec. 31, 2023 | $ 14,271 | $ 0 | $ 6 | $ 484,926 | $ (470,661) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (27,920) | $ (51,573) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 2,948 | 7,532 |
Write-off of debt issuance costs | 0 | 3,334 |
Paid-in-kind interest expense | 3,753 | 553 |
Bad debt expense | 531 | 0 |
Gain on termination of operating lease | (471) | 0 |
Write-off of other asset | 100 | 259 |
Depreciation expense | 1,801 | 2,494 |
Amortization expense | 4,581 | 2,706 |
Change in fair value of warrants | (35) | (133) |
401(k) employer match in common shares | 0 | 628 |
Common stock issued for consulting services | 0 | 102 |
Changes in operating assets and liabilities: | ||
Receivables | 972 | 4,965 |
Unbilled receivables | (285) | 2,781 |
Prepaid and other assets | 668 | 1,558 |
Accounts payable | (1,179) | 791 |
Deferred revenue | (229) | (115) |
Lease liabilities | (166) | (328) |
Other accrued liabilities | (567) | 480 |
Net cash used in operating activities | (15,498) | (23,966) |
Cash flows from investing activities | ||
Purchases of property and equipment | (285) | (1,156) |
Net cash used in investing activities | (285) | (1,156) |
Cash flows from financing activities | ||
Proceeds from Keep Well Notes | 8,000 | 11,000 |
Proceeds from Keep Well Agreement held in escrow and funded Private Placement | 6,000 | 0 |
Common stock, Pre-Funded Warrants and Warrants issued in Public Offering | 6,299 | |
Financing transaction costs | (1,744) | (907) |
Repayment of 2024 Notes | 0 | (39,194) |
Proceeds from issuance of common stock | 4,000 | |
Common stock issuance costs | 0 | (706) |
Financed insurance premium payments | (2,647) | (2,777) |
Finance lease obligations | (134) | (282) |
Dividends paid | 0 | (2,239) |
Payment of taxes related to net-settled stock awards | (3) | (6) |
Net cash provided by (used in) financing activities | 15,771 | (31,111) |
Net change in cash and restricted cash | (12) | (56,233) |
Cash and restricted cash at beginning of period | 9,713 | 65,946 |
Cash and restricted cash at end of period | 9,701 | 9,713 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 67 | 2,330 |
Income taxes paid | 3 | 136 |
Non-cash financing and investing activities: | ||
Conversion of Keep Well Notes to Common Stock and Warrants Issued | 16,249 | 0 |
Keep Well Note cancelled and funded Private Placement | 5,000 | 0 |
Common stock issued in connection with Keep Well Agreement | 0 | 1,249 |
Warrants issued in connection with Keep Well Notes and 2024 Notes | 11,034 | 1,002 |
Losses on extinguishments of debt with related party | 4,494 | 0 |
Write-off of debt issuance costs related to conversion of Keep Well Notes | 3,654 | 0 |
Write-off of debt issuance costs related to cancelled Keep Well Notes in Private Placement | 1,522 | 0 |
Financed insurance premiums | 2,103 | 2,474 |
Accrued debt issuance costs | 42 | 5 |
Finance lease and accrued purchases of property and equipment | 3 | 171 |
Common stock issued to settle contingent liability | $ 0 | $ 293 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Company Overview Ontrak, Inc. (“Ontrak,” “Company,” “we,” “us” or “our”) is an artificial intelligence (“AI”)-powered and technology-enabled behavioral healthcare company, whose mission is to help improve the health and save the lives of as many people as possible. The Company's technology-enabled platform utilizes claim-based analytics and predictive modeling to provide analytic insights throughout the delivery of our personalized care program. The Company's program predicts people whose chronic disease will improve with behavior change, recommends effective care pathways that people are willing to follow, and engages and guides them to and through the care and treatment they need. By combining predictive analytics with human engagement, we deliver improved member health and validated outcomes and savings to healthcare payors. The Company's integrated, technology-enabled solutions are designed to provide healthcare solutions to members with behavioral conditions that cause or exacerbate chronic medical conditions such as diabetes, hypertension, coronary artery disease, chronic obstructive pulmonary disease, and congestive heart failure, which result in high medical costs. Ontrak has a unique ability to engage these members, who may not otherwise seek behavioral healthcare, leveraging proprietary enrollment capabilities built on deep insights into the drivers of care avoidance. Ontrak integrates evidence-based psychosocial and medical interventions delivered either in-person or via telehealth, along with care coaches who address the social and environmental determinants of health. The Ontrak programs seek to improve member health and deliver validated cost savings to healthcare payors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include Ontrak, Inc., its wholly-owned subsidiaries and its variable interest entities (VIEs). The accompanying consolidated financial statements for Ontrak, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and instructions to Form 10-K and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment. The Company generates revenues from fees charged for the services it provides to commercial (employer funded), managed Medicare Advantage, managed Medicaid and duel eligible (Medicare and Medicaid) populations. The Company also generates revenues from the fees charged for mental health and wellbeing support services it provides to members of employer customers under our LifeDojo wellbeing solution. The Company aims to increase the number of members that are eligible for its solutions by signing new contracts and identifying more eligible members within customers with whom the Company has existing contracts. We have incurred significant net losses and negative operating cash flows since our inception, and we expect to continue to incur net losses and negative operating cash flow, in part due to the negative impact on our operations by customer terminations. As of December 31 2023, our total cash was $9.7 million and we had working capital of approximately $8.8 million. For the year ended December 31, 2023, our average monthly cash burn rate from operations was $1.3 million. On November 14, 2023, the Notes Conversion, the Public Offering and the Private Placement were completed. All amounts we owed under then outstanding Keep Well Notes, other than $7.0 million, was converted into shares of our common stock in the Notes Conversion, and $5.0 million of such $7.0 million, was applied toward the purchase price of the securities the Company issued in the Private Placement. We raised net proceeds of approximately $5.3 million in the Public Offering, and $6.0 million of restricted cash which was held by us in escrow together with $5.0 million of Keep Well Note was applied toward the purchase price of the securities the Company issued in the Private Placement. As of December 31, 2023, approximately $2.1 million of secured debt, including accrued paid-in-kind interest, was outstanding under a Keep Well Note, which matures on May 14, 2026, unless it becomes due and payable in full earlier, whether by acceleration or otherwise. On March 28, 2024, the Company and Acuitas Capital LLC ("Acuitas") entered into the Sixth Amendment to the Keep Well Agreement, pursuant to which up to a total of $15.0 million of senior secured convertible promissory notes may be issued through April 2025, with the initial note for $1.5 million (the “Initial Demand Note”) issued on April 5, 2024 (see Note 14 below for more information). Acuitas, in its sole discretion, may purchase from the Company, and the Company will issue and sell to Acuitas, up to an additional $13.5 million in principal amount of Demand Notes, at such time and in such principal amounts as specified in the Sixth Amendment to the Keep Well Agreement (discussed in Note 14 below). Throughout 2022 and in March 2023, as part of the Company's continued cost saving measures to reduce its operating costs and to better align with its previously stated strategic initiatives, the Company implemented a number of reductions in workforce and vendor cost optimization plans. The Company began realizing the full effect of these cost saving measures in 2022 and 2023, including a decrease in the Company's operating costs and an improvement in the Company's average monthly cash flow from operations. In February 2024, the Company implemented an additional reduction in workforce to reduce its operating costs. These cost optimization plans were necessary to right size the Company's business commensurate with its then current customer base. From March 28, 2024 through April 2, 2024, the Company received a total of $1.9 million of cash proceeds from the exercise of Public Offering Warrants by certain holders thereof for a total of 5,166,664 shares of the Company's common stock (see Note 14 below). As of the date of the filing of this report, approximately $3.7 million of secured debt, including accrued paid-in-kind interest, was outstanding under the Keep Well Agreement, $1.5 million of which is payable upon demand of the holder, and the balance of which matures on May 14, 2026, unless it becomes due and payable in full earlier, whether by acceleration or otherwise. Management plans to continue executing its strategy to increase liquidity by continuing to (i) explore other sources of capital for future liquidity needs; (ii) manage operating costs by strategically pursuing cost optimization initiatives; and (iii) pursue executing our growth strategy by: (a) expanding sales and marketing resources to acquire new and diverse customers across major health plans, value based provider groups and self-insurance employers; (b) executing on our better market penetration strategy by providing full scale customized behavioral health solutions, addressing customer needs across all member acuity levels while mitigating vendor fatigue by becoming a principal customer partner; (c) leveraging our AI technology and new predictive algorithms to improve identification and outreach, create more efficiencies, enhance coaching solutions and create more proof points; and (d) opportunistically pursuing partnerships that we believe will accelerate growth. We will need additional capital to successfully execute our growth strategy. In addition to revenue from business operations, since April 2022, the Company's primary source of working capital has historically been borrowings under the Keep Well Agreement (as defined in Note 9 below) and raising capital in equity offerings. We may seek to raise additional capital through equity or debt financings, however, when we can affect such financings and how much capital we can raise depends on a variety of factors, including, among others, market conditions, the trading price of our common stock and our determination as to the appropriate sources of funding for our operations. In addition, under the securities purchase agreement we entered into in connection with the public offering completed in November 2023, we are generally prohibited from issuing shares of our common stock or common stock equivalents for capital raising purposes through May 12, 2024; however, from and after February 12, 2024, we may issue shares of our common stock or common stock equivalents for capital raising purposes if the per share price is $0.60 or greater. There can be no assurance that other capital will be available when needed or that, if available, it will be obtained on terms favorable to us and our stockholders, that we will be successful in implementing cost optimization initiatives, or that we will be successful in executing our growth strategy. In addition, the Keep Well Agreement contains various financial and other covenants, and any non-compliance with those covenants could result in an acceleration of the repayment of the amounts outstanding thereunder. Furthermore, equity or debt financings may have a dilutive effect on the holdings of our existing stockholders, and debt financings may subject us to restrictive covenants, operational restrictions and security interests in our assets. Regardless of our success in raising additional capital, we expect our cash on hand as of December 31, 2023, together with the $1.9 million of cash proceeds we received from the exercise of Public Offering Warrants (discussed in Note 14) and the amount potentially available for borrowing under the Sixth Amendment to the Keep Well Agreement, will be sufficient to meet our obligations for at least the next 12 months from the date the financial statements in this report are released. Reverse Stock Split At the special meeting of the Company's stockholders held in February 2023 (the “2023 Special Meeting”), the Company’s stockholders approved a proposal to give the Company’s Board of Directors the authority, at its discretion, to file a certificate of amendment to the Company’s amended and restated certificate of incorporation to effect a reverse split of our outstanding common stock at a ratio that is not less than 1:4 and not greater than 1:6, without reducing the authorized number of shares of the Company’s common stock, with the final ratio to be selected by the Company’s Board of Directors in its discretion, and to be effected, if at all, in the sole discretion of the Company’s Board of Directors at any time within one year of the date of the 2023 Special Meeting without further approval or authorization of the Company’s stockholders. On July 27, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware implementing a 1-for-6 reverse stock split. Fractional shares of the Company’s common stock resulting from the reverse split were automatically rounded up to the nearest whole share. The Company’s common stock began trading on the NASDAQ Capital Market on a post-split basis at the open of trading on July 28, 2023. The Company’s common stock continues to trade under the symbol “OTRK,” but was assigned a new CUSIP number (683373302). All restricted stock units, stock options and warrants to purchase shares of the Company’s common stock and securities convertible or exchangeable for shares of the Company’s common stock (including the Series A Preferred Stock) outstanding immediately prior to the reverse stock split, and the shares of the Company’s common stock reserved for issuance under the Company’s equity incentive plans immediately prior to the reverse stock split, was adjusted by dividing the applicable number of shares of common stock by six and, as applicable, multiplying the exercise price or conversion price by six or dividing the exchange rate by six. In addition, as discussed in Note 9 below, the exercise price of the Keep Well Warrants and the conversion price of the Keep Well Notes were subject to other adjustment mechanisms. For additional information regarding the effect of the reverse stock split on the Keep Well Warrants and the Keep Well Notes, see the Company’s definitive proxy statement for the 2023 Special Meeting, a copy of which was filed with the SEC on January 20, 2023. All common share and common stock per share amounts presented herein for all periods have been retroactively adjusted to reflect the impact of the 1-for-6 reverse stock split. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts in the financial statements and disclosed in the accompanying notes. Significant areas requiring the use of management estimates include expense accruals, accounts receivable allowances, accrued claims payable, the useful life of assets subject to depreciation and amortization, revenue recognition and shared-based compensation. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. Revenue Recognition The Company generates revenue from contracts with customers as it satisfies its performance obligations to customers and their members enrolled in our Ontrak program. The Ontrak program service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in a manner that depicts the transfer of services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised services ( i.e. , the “transaction price”). In determining the transaction price, the Company considers multiple factors, including identification of the performance obligation and the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside the Company's influence, such as the judgment and actions of third parties. Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees billed or received in advance of the delivery or completion of the services when revenue recognition criteria have not been met. Deferred revenue is recognized as our performance obligation is satisfied over the length of the Ontrak program as our services are delivered. Cost of Revenue Cost of revenue consists primarily of salaries related to care coaches, outreach specialists and other staff directly involved in member care, healthcare provider claims payments, and fees charged by third party administrators for processing these claims. Salaries and fees charged by third party administrators for processing claims are expensed when incurred and healthcare provider claims payments are recognized in the period in which an eligible member receives services. Commissions Commissions paid to our sales force and engagement specialists are deferred as these amounts are incremental costs of obtaining a contract with a customer and are recoverable from future revenue that gave rise to the commissions. Commissions for initial customer contracts and member enrollments are deferred on the consolidated balance sheets and amortized on a straight-line basis over estimated useful life, which has been determined to be six years and nine months, respectively. For the year ended December 31, 2023 and 2022, amortization expense relating to deferred commission costs was $0.4 million and $0.7 million, respectively. Research and Development Costs Research and development costs primarily include personnel and related expenses, including third-party services, for software development, engineering and information technology infrastructure development. Research and development costs are expensed as incurred. Cash and Cash Equivalents The Company considers cash equivalents as highly liquid investments with original maturities of three months or less from the date of purchase. The Company's cash balance does not contain any cash equivalents on its consolidated balance sheet at December 31, 2023 and 2022. Property & Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as noted below. We capitalize computer software that meet both the definition of internal-use software and defined criteria for capitalization. See discussion below under "Capitalized Internal Use Software Costs" for more information. Estimated Useful Lives (years) Software 3 Computers and equipment 3 - 7 Right of use assets - finance leases 3 Leasehold improvements 5 Capitalized Internal Use Software Costs Costs of computer software obtained or developed for internal use are accounted for in accordance with ASC 350, Intangibles— Goodwill and Other (“ASC 350”). Certain costs in the development of our internal use software are capitalized when the preliminary project stage is completed and it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party consultants who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the Company’s internal use software solutions are also capitalized. Costs incurred for training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is carried at historical cost, not amortized, and subject to write-down, as needed, based upon an impairment analysis that we perform annually on October 1 or more frequently if an event occurs or change in circumstances indicates that the asset may be impaired. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. The implied fair value of goodwill is compared to the carrying value of goodwill as of the testing date, and an impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value, if any. The Company conducted its annual goodwill impairment test as of October 1, 2023 and determined that no impairment of goodwill existed. Definite-lived intangible assets include acquired software technology and customer relationships resulting from a business acquisition. The Company amortizes such definite-lived intangible assets on a straight line basis over their estimated useful lives. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of Long-Lived Assets The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the undiscounted future cash flow attributable to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Changes in estimates of future cash flows attributable to the long-lived assets could result in a write-down of the asset in a future period. Debt The Company accounts for debt in accordance with ASC 470, Debt and records specific incremental costs paid to third parties in connection with the issuance of long-term debt are deferred as a direct deduction from the carrying value of the associated debt liability on its consolidated balance sheet. The deferred financing costs are amortized as interest expense over the term of the related debt using the effective interest method. The Company accounts for amendments to debt agreement in accordance with ASC 470-50, Modifications and Extinguishments to determine whether debt modification or debt extinguishment is applicable. Upon an amendment, previously capitalized debt issuance costs are expensed and included in the calculation of gain or loss on extinguishment of debt, if the Company determines that there has been a substantial modification of the related debt and extinguishment of debt applies. If the Company determines that there has not been a substantial modification of the related debt, modification of debt applies and any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and then in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the warrant agreement. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. For equity classified warrants, no changes in fair value are recognized after the issuance date. Leases ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We recognize ROU lease assets and lease liabilities at lease commencement on our consolidated balance sheet based on the present value of lease payments over the lease term using a discount rate determined based on our incremental borrowing rate since the rate implicit in each lease is not readily determinable. We elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component. We also elected the hindsight practical expedient, which allows us to use hindsight in determining the lease term. We do not record an ROU asset and corresponding lease liability for leases with an initial term of 12 months or less (“short-term leases”). The terms in our leases may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Judgment is required in our assessment as to whether renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market rates, the importance of the facility and location to the Company’s operations, among others, are considered. Lease payments are made in accordance with the lease terms and lease expense, including short-term lease expense, is recognized on a straight-line basis over the lease term. Share-Based Compensation Stock Options and Restricted Stock Units – Employees and Directors Stock-based compensation for stock options and RSUs granted is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of RSU awards based on the closing stock price of our common shares on the date of grant. The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. Forfeitures are recognized as they occur. Stock Options and Warrants – Non-employees Stock-based compensation for stock options and warrants granted to non-employees is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the non-employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of non-employee stock options and warrants using the Black-Scholes option-pricing model. For options and warrants issued as compensation to non-employees for services that are fully vested and non-forfeitable at the time of issuance, the estimated value is recorded in equity and expensed when the services are performed and benefit is received. For unvested shares, the change in fair value during the period is recognized in expense using the graded vesting method. Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. To date, no current income tax liability has been recorded due to the Company's accumulated net losses. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company's net deferred tax assets have been fully reserved by a valuation allowance. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable inputs (Level III). The three levels of the fair value hierarchy are described below: Level Input: Input Definition: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following tables summarize fair value measurements by level at December 31, 2023 and 2022, respectively, for assets and liabilities measured at fair value on a recurring basis (in thousands): Balance at December 31, 2023 Level I Level II Level III Total Contingent consideration (1) $ — $ — $ 64 $ 64 Warrant liabilities (2) — — 8 8 Total liabilities $ — $ — $ 72 $ 72 Balance at December 31, 2022 Level I Level II Level III Total Letter of credit (3) $ 204 $ — $ — $ 204 Total assets $ 204 $ — $ — $ 204 Contingent consideration (1) $ — $ — $ 64 $ 64 Warrant liabilities (2) — — 43 43 Total liabilities $ — $ — $ 107 $ 107 ___________________ (1) Included in "Other accrued liabilities" on our consolidated balance sheets as of December 31, 2023 and 2022. (2) Relates to Ticking Warrant issued in connection with the Eight Amendment to the 2024 Notes executed on March 8, 2022, as discussed in Note 9 below, and included in "Other accrued liabilities" on our consolidated balance sheet as of December 31, 2023 and 2022. (3) Included in "Restricted cash - long term" on our consolidated balance sheets as of December 31, 2022. Financial instruments classified as Level III in the fair value hierarchy as of December 31, 2023 and 2022 represent liabilities measured at market value on a recurring basis and include warrant liabilities relating to Ticking Warrants issued in connection with an amendment to our debt agreement, as discussed in Note 9, and contingent consideration relating to a stock price guarantee provided in an acquisition (see further discussion below regarding this contingent consideration). In accordance with current accounting rules, the warrant liabilities and contingent consideration liability are marked-to-market each quarter-end until they are completely settled or expire. The fair value of the warrant liabilities was valued using the Black-Scholes pricing model, using both observable and unobservable inputs and assumptions consistent with those used in the estimate of fair value of employee stock options. The fair value of the contingent consideration liability was valued using the Monte Carlo simulation model, using both observable and unobservable inputs and assumptions. The carrying value of the Keep Well Notes is estimated to approximate their respective fair values as the variable interest rate of the notes approximates the market rate for debt with similar terms and risk characteristics. The fair value measurements using significant Level III inputs, and changes therein, was as follows (in thousands): Level III Balance as of December 31, 2021 $ 357 Settlement of contingent consideration (293) Balance as of December 31, 2022 $ 64 Balance as of December 31, 2023 $ 64 The $0.1 million of contingent consideration liability, relating to a stock price guarantee provided in our acquisition of LifeDojo Inc. completed in October 2020, was included in "Other accrued liabilities" on our consolidated balance sheets as of December 31, 2023 and 2022. The $0.1 million of contingent consideration liability remaining as of December 31, 2023 and 2022 relates to 7,428 shares of common stock remaining to be issued, pending response for stockholder information. Warrant Liabilities The assumptions used in the Black-Scholes option-pricing model were determined as follows: Year Ended December 31, 2023 2022 Volatility 100.00 % 100.00 % Risk-free interest rate 4.01 % 4.22 % Weighted average expected life (in years) 2.77 3.79 Dividend yield 0 % 0 % Level III Balance as of December 31, 2021 $ — Warrants issued - Ticking Warrants 176 Gain on change in fair value of warrant liabilities (133) Balance as of December 31, 2022 $ 43 Gain on change in fair value of warrant liabilities (35) Balance as of Balance as of December 31, 2023 $ 8 For the year ended December 31, 2023 and 2022, we recorded a gain of $0.04 million and $0.1 million, respectively, related to change in the fair value of warrant liabilities in "Other income (expense), net" on our consolidated statements of operations. Variable Interest Entities Generally, an entity is defined as a Variable Interest Entity (“VIE”) under current accounting rules if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business, qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significa |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash and restricted cash total as presented in the consolidated statements of cash flows for the periods presented (in thousands): December 31, 2023 2022 Cash $ 9,701 $ 5,032 Restricted cash - current: Dividend payments on preferred stock (1) $ — $ 4,477 Subtotal - Restricted cash - current — 4,477 Restricted cash - long term: Letter of credit (2) $ — $ 204 Subtotal - Restricted cash - long term — 204 Cash and restricted cash $ 9,701 $ 9,713 ____________ (1) As of December 31, 2022, the amount represented the cash balance that was remaining in an account funded with a portion of the proceeds from the sale of the Series A Preferred Stock for the payment of dividends thereon until August 2022. The use of such funds for the payment of such dividends was subject to compliance with applicable laws. In April 2023, the Company’s board of directors determined that the use of such funds for other corporate purposes was in the best interests of the Company and its common stockholders after considering its fiduciary duties to the Company’s common stockholders. Therefore, the amount was classified as unrestricted cash in April 2023. (2) The letter of credit ("LOC") was required under the terms of the lease for our Santa Monica, California office. In accordance with the lease termination agreement entered into on February 16, 2023 (as discussed in Note 11below), the LOC was cancelled on June 16, 2023. |
Accounts Receivable and Revenue
Accounts Receivable and Revenue Concentration | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable and Revenue Concentration | Accounts Receivable and Revenue Concentration The following table is a summary of concentration of credit risk by customer revenue as a percentage of our total revenue: Year Ended December 31, Percentage of Revenue 2023 2022 Customer A 55.6 % 31.6 % Customer B 33.8 47.1 Customer C 3.1 13.4 Remaining Customers 7.5 7.9 Total 100.0 % 100.0 % As of December 31, 2023, the Company had no accounts receivable outstanding. The following table is a summary of concentration of credit risk by customer accounts receivables as a percentage of our total accounts receivable as of December 31, 2022: At December 31, Percentage of Accounts Receivable 2022 Customer A 39.1 % Customer B 35.7 Customer D 20.3 Remaining customers 4.9 Total 100.0 % The Company applies the specific identification method for assessing provision for doubtful accounts. The Company recorded $0.5 million of bad debt expense relating to unbilled receivables for the year ended December 31, 2023. There was no bad debt expense for the year ended December 31, 2022. Customer Notification On October 10, 2023, the Company was notified by a health plan customer of its intent not to continue using the Company’s services after February 2024. The customer advised us to cease enrollment of any new members from that customer immediately. The customer also informed us that its decision was related to the customer’s change in strategy and not reflective of the performance or value of the Company’s services. For the year ended December 31, 2023, the Company billed this customer approximately $4.3 million, representing 33.8% of the Company's total revenue. Other receivable - Insurance Recoveries |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2023 2022 Software $ 4,575 $ 6,882 Computers and equipment 416 466 ROU assets - finance lease 300 375 Leasehold improvements — 17 Software development in progress 59 — Subtotal 5,350 7,740 Less: Accumulated depreciation and amortization (4,437) (5,242) Property and equipment, net $ 913 $ 2,498 Total depreciation and amortization expense relating to property and equipment presented above was $1.9 million and $2.6 million for the year ended December 31, 2023 and 2022, respectively. Capitalized Internal Use Software Costs |
Restructuring, Severance and Re
Restructuring, Severance and Related Costs | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Severance and Related Costs | Restructuring, Severance and Related Costs In March 2023, as part of the Company's continued cost saving measures and to reduce its operating costs and to help align with its previously stated strategic initiatives, the Company implemented a headcount reduction wherein approximately 19% of the Company's employee positions were eliminated. In March 2023, the Company incurred a total of approximately $0.5 million of termination related costs, including severance payments and benefits payable to the impacted employees, which have been recorded as part of "Restructuring, severance and related costs" on its consolidated statement of operations for the year ended December 31, 2023. The Company paid $0.5 million of such amount and no amount remained outstanding as of December 31, 2023. In August 2022, the Company's management approved a restructuring plan as part of management's cost saving measures, reducing approximately 34% of positions, in order to reduce its operating costs and help align with its previously stated strategic initiatives. During the year ended December 31, 2022, the Company incurred a total of approximately $0.9 million of termination benefits to the impacted employees, including severance payments and benefits, recorded as part of "Restructuring, severance and related costs" on our consolidated statement of operations. As of December 31, 2022, the Company paid a total of $0.8 million of the total $0.9 million of termination benefits and $0.1 million of accrued termination related costs remained outstanding as part of "Other accrued liabilities" on the Company's consolidated balance sheet as of December 31, 2022. The $0.1 million of accrued termination related costs was paid in April 2023. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The carrying amount of indefinite-lived goodwill was $5.7 million as of December 31, 2023 and 2022. Intangible Assets The following table sets forth amounts recorded for intangible assets subject to amortization (in thousands): At December 31, 2023 At December 31, 2022 Weighted Average Estimated Useful Life (years) Gross Value Accumulated Amortization Net Carrying Value Gross Value Accumulated Amortization Net Carrying Value Acquired software technology 3 $ 3,500 $ (3,500) $ — $ 3,500 $ (2,528) $ 972 Customer relationships 5 270 (171) 99 270 (117) 153 Total $ 3,770 $ (3,671) $ 99 $ 3,770 $ (2,645) $ 1,125 Amortization expense for intangible assets was $1.0 million and $1.2 million for the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, estimated amortization expense for intangible assets for each year thereafter was as follows (in thousands): 2024 $ 54 2025 45 Total $ 99 |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Common Stock and Preferred Stock | Common Stock and Preferred Stock Net Loss Per Common Share Basic net loss per common share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, preferred stock and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per common share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. Basic and diluted net loss per common share were as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 Net loss $ (27,920) $ (51,573) Dividends on preferred stock - declared and undeclared (8,954) (8,954) Net loss attributable to common stockholders $ (36,874) $ (60,527) Weighted-average shares of common stock outstanding 11,159 3,877 Net loss per common share - basic and diluted $ (3.30) $ (15.61) Included in the weighted-average shares of common stock outstanding for the year ended December 31, 2023 is a total of 22,365,731 common shares issuable upon the exercise of Public Offering Pre-funded Warrants and Private Placement Pre-funded Warrants (described in Note 9 below), which are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders. The following common equivalent shares issuable upon the exercise of stock options and warrants have been excluded from the calculation of diluted earnings per common share as their effect was anti-dilutive: December 31, 2023 2022 Warrants to purchase common stock 91,878,134 262,713 Options to purchase common stock 1,162,109 815,970 Total shares excluded from net loss per share 93,040,243 1,078,683 Equity Offerings Common Stock In November 2023, the Company completed its previously announced public offering (the “Public Offering”), wherein the Company issued (a) 4,592,068 shares of its common stock and 9,184,136 warrants to purchase up to 9,184,136 shares of its common stock at a combined public offering price of $0.60 per share of common stock and accompanying warrants (the “Public Offering Price”), and (b) 5,907,932 pre-funded warrants to purchase up to 5,907,932 shares of its common stock (the “Public Offering Pre-Funded Warrants”) and 11,815,864 warrants to purchase up to 11,815,864 shares of its common stock at a combined public offering price of $0.5999 per Public Offering Pre-Funded Warrant and accompanying warrants, which represents the per share public offering price for the common stock and accompanying warrants less the $0.0001 per share exercise price for each Public Offering Pre-Funded Warrant. The Company refers to the warrants sold in the Public Offering accompanying the shares of common stock and the Public Offering Pre-Funded Warrants as the “Public Offering Warrants.” The Company received gross proceeds of $6.3 million from the Public Offering ($5.3 million net proceeds, net of approximately $1.0 million of offering related fees and expenses). In addition, in November 2023, in accordance with the Fifth Amendment, which is defined and described in Note 9 below, and before the closing of the Public Offering, the Notes Conversion was effected, pursuant to which the Company issued to Acuitas 18,054,791 shares of the Company’s common stock. In December 2023, in accordance with the Fifth Amendment, the Company issued to Acuitas 9,027,395 additional shares of common stock, which when added with the shares of common stock issued in respect of the Notes Conversion, equaled the total number of shares of common stock that the Company would have issued in respect of the Notes Conversion if the Keep Well Notes converted in the Notes Conversion were converted at a conversion price equal to the Public Offering Price. See Note 9 below for more information. In February 2023, pursuant to the terms of the Keep Well Agreement, as a result of stockholder approvals obtained at the 2023 Special Meeting, the Company issued to Acuitas (as defined in Note 9 below) 2,038,133 additional shares of the Company's common stock (which, after giving effect to the reverse stock split discussed in Note 2 above, was adjusted to 339,689 shares of the Company's common stock). On September 2, 2022, pursuant to the terms of the Keep Well Agreement, as discussed in Note 10, the Company issued 739,645 shares of common stock (which, after giving effect to the reverse stock split discussed in Note 2 above, was adjusted to 123,275 shares of the Company’s common stock) to Acuitas subsequent to obtaining stockholder approval for such issuance on August 29, 2022 at the Company's annual meeting of stockholders. On August 2, 2022, the Company entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 5,000,000 shares of the Company’s common stock (which, after giving effect to the reverse stock split discussed in Note 2 above, was adjusted to 833,333 shares of the Company’s common stock) at a purchase price of $0.80 per share in a registered direct offering. The offering closed on August 4, 2022 and the Company received total net proceeds of approximately $3.3 million (excluding approximately $0.7 million of fees and expenses). The Company used the net proceeds from the offering for working capital purposes. Preferred Stock In 2020, the Company completed the issuance of a total of 3,770,265 shares of 9.50% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock"). The Company, generally, may not redeem the Series A Preferred Stock until August 25, 2025, except upon the occurrence of a Delisting Event or Change of Control (as defined in the Certificate of Designations establishing the Series A Preferred Stock), and on and after August 25, 2025, the Company may, at its option, redeem the Series A Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by the Company or exchanged for shares of common stock in connection with a Delisting Event or Change of Control. Holders of Series A Preferred Stock generally have no voting rights, but have limited voting rights if the Company fails to pay dividends in respect of the Series A Preferred Stock for six or more quarters, whether or not declared or consecutive and in certain other events, including the right, voting separately as a single class, to elect two individuals to the Company's Board of Directors. Such director election right commenced on August 31, 2023 since the Company did not pay the dividend payable on that date or in respect of the five prior quarters (see discussion below). Holders of Series A Preferred Stock of record at the close of business of each respective record date for quarterly dividends (February 15, May 15, August 15 and November 15 of each year) are entitled to receive, when, as and if declared by our Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 9.50% per annum of the $25.00 per share liquidation preference (equivalent to $2.375 per annum per share or $0.593750 per quarter per share). Dividends, if and when declared by our Board of Directors, are payable quarterly in arrears, every February 28, May 30, August 31, and November 30, as applicable. In 2022, our Board of Directors declared the first quarterly dividend on the Series A Preferred Stock for holders of record on February 15, 2022 and paid cash dividends on February 28, 2022. Thereafter, no dividends have been declared by our Board of Directors. As such, at December 31, 2023, we had total undeclared dividends of $16.4 million. On October 11, 2023, the Company received a letter from Nasdaq informing the Company that it is not eligible for a second 180-day compliance period within which to regain compliance with the Minimum Bid Price Requirement for the Series A Preferred Stock and that Nasdaq determined that the Preferred Stock would be delisted from The Nasdaq Capital Market and would be suspended at the opening of business on October 20, 2023. On November 20, 2023, The Nasdaq Stock Market filed a Form 25-NSE with the SEC to remove the Series A Preferred Stock from listing and registration on The Nasdaq Stock Market. The Series A Preferred Stock currently trades in the over-the-counter OTC Markets system. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Keep Well Agreement On April 15, 2022, the Company entered into a Master Note Purchase Agreement (the “Original Keep Well Agreement”) with Acuitas Capital LLC (“Acuitas Capital”), an entity indirectly wholly owned and controlled by Terren S. Peizer, the Company’s former Chief Executive Officer and Chairman. On August 12, 2022, the Company and Acuitas Capital entered into an amendment to the Original Keep Well Agreement in connection with the appointment of a collateral agent under the Original Keep Well Agreement (the “First Amendment”). On November 19, 2022, the Company and Acuitas Capital entered into another amendment to the Original Keep Well Agreement, as amended by the First Amendment (the “Second Amendment”), on December 30, 2022, the Company and Acuitas Capital entered into another amendment to the Original Keep Well Agreement, as amended by the First Amendment and the Second Amendment (the “Third Amendment”), on June 23, 2023, the Company and Acuitas Capital entered into another amendment to the Original Keep Well Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment (the “Fourth Amendment”) and on October 31, 2023, the Company and Acuitas Capital entered into another amendment to the Original Keep Well Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment (the “Fifth Amendment”). The Company refers to the Original Keep Well Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment, as the “Keep Well Agreement” and to Acuitas Capital, together with any of its transferees or affiliates under the Keep Well Agreement, as “Acuitas.” The Original Keep Well Agreement Under the terms of the Original Keep Well Agreement, subject to the satisfaction of certain conditions precedent, the Company could borrow from Acuitas up to $25.0 million, and in connection with each such borrowing, the Company agreed to issue to Acuitas a senior secured note (each, an “Original Keep Well Note”) with a principal amount equal to the amount borrowed. Subject to obtaining approval of the Company’s stockholders as required by applicable Nasdaq listing rules, which approval was obtained at the Company’s annual meeting of stockholders held on August 29, 2022 (the “2022 Annual Meeting of Stockholders”), in connection with each Original Keep Well Note issued by the Company, the Company agreed to issue to Acuitas a warrant to purchase shares of the Company’s common stock (each, an “Original Keep Well Warrant”). The number of shares of the Company’s common stock underlying each Original Keep Well Warrant was to be equal to (y) the product of the principal amount of the applicable Keep Well Note and 20% divided by (z) the exercise price of the applicable Original Keep Well Warrant, which was $1.69 per share, the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Company’s common stock immediately preceding the time the parties entered into the Original Keep Well Agreement. The maturity date of the Original Keep Well Notes was September 1, 2023. In connection with entering into the Original Keep Well Agreement, subject to obtaining approval of the Company’s stockholders as required by applicable Nasdaq listing rules, which approval was obtained at the 2022 Annual Meeting of Stockholders, the Company agreed to issue 739,645 shares of its common stock to Acuitas (or an entity affiliated with Acuitas, as designated by Acuitas) (the “Original Commitment Shares”). The Original Commitment Shares were issued to Acuitas in September 2022, and after giving effect to the reverse stock split discussed in Note 2 above, was adjusted to 123,275 shares of the Company’s common stock. The Second Amendment, the Third Amendment and Fourth Amendment Under the Second Amendment and the Third Amendment, many of the conditions precedent to the Company’s ability to borrow, and Acuitas’ obligation to lend, were eliminated, including the Funding Condition, the Company’s obligation to pay accrued interest on a monthly basis was eliminated, and instead accrued interest will be added to the principal amount of the applicable Keep Well Note (as defined below) (and of any other secured note issued under the Keep Well Agreement), the financial covenant that the Company’s consolidated recurring revenue be at least $15.0 million was reduced to $11.0 million, however, the satisfaction of such covenant as a condition to funding was eliminated, and certain other affirmative and negative covenants of the Company, the satisfaction of which were conditions to funding, were also eliminated as conditions to funding, and (a) the minimum conversion price of the Keep Well Notes and (b) the minimum dollar amount to which the denominator will be reduced for purposes of calculating the warrant coverage on future borrowings under the Keep Well Agreement (as discussed below), was revised to be $0.15 (subject to adjustment for stock splits or other recapitalizations that affect all common stockholders proportionately). The $0.15 referenced in the preceding sentence was adjusted to $0.90 after giving effect to the reverse stock split discussed in Note 2 above. Below is a summary of certain other amendments effected by the Second Amendment, the Third Amendment and the Fourth Amendment: • the maturity date of the Original Keep Well Notes (and of any other secured notes issued under the Keep Well Agreement) was extended from September 1, 2023 to June 30, 2024 in the Second Amendment, further extended to September 30, 2024 in the Fourth Amendment, and further extended to May 14, 2026 in the Fifth Amendment, as discussed below, subject to acceleration for certain customary events of default, including for failure to make payments when due, breaches by the Company of certain covenants and representations in the Keep Well Agreement, defaults by the Company under other agreements related to indebtedness, the Company’s bankruptcy or dissolution, and a change of control of the Company; • per the Second Amendment, the remaining amount available to be borrowed under the Keep Well Agreement was increased from $10.7 million to $14.0 million and the provision that previously reduced the amount available to be borrowed by the net proceeds the Company received from equity financings was eliminated; • per the Second Amendment, the funding structure was changed from borrowings as needed from time to time at the election of the Company, to the Company agreeing to borrow, and Acuitas agreeing to lend, subject to the conditions in the Keep Well Agreement (which conditions were also amended as described above), the entire then-remaining amount of $14.0 million as follows: $4.0 million in each of January (which was borrowed on January 5, 2023), March (which was borrowed on March 6, 2023) and June 2023, and $2.0 million in September 2023; the funding structure was further amended in the Fourth Amendment with respect to the $6.0 million remaining available amount to be funded, as described below; • per the Fourth Amendment, in lieu of the $6.0 million remaining available amount to be funded as described above (and in full satisfaction of Acuitas’ obligation to purchase Keep Well Notes from the Company), Acuitas agreed to deliver to the Company for deposit and to be held by the Company in a segregated account established by the Company until such time of qualified withdrawal and issuance of a Keep Well Note, as described below (the proceeds so deposited, the “Escrowed Funds” and the account into which the proceeds are so deposited, the “Escrow Account”): (i) $4.0 million on June 23, 2023 (which was received by the Company on June 26, 2023); and (ii) $2.0 million on September 1, 2023 (which was received by the Company on September 7, 2023); • per the Fourth Amendment, any time, and from time to time, that the Company has less than $1.0 million of Qualified Cash (as defined in Fourth Amendment), the Company may withdraw $1.0 million of Escrowed Funds (or any lesser remaining amount of Escrowed Funds) from the Escrow Account; each such withdrawal will be treated as a sale by the Company to Acuitas of a Keep Well Note with a principal amount equal to the amount withdrawn by the Company and in connection with each such withdrawal, the Company will also issue a Keep Well Warrant to Acuitas; and • per the Fourth Amendment, if the Company does not complete a Qualified Financing (as defined below) on or prior to October 31, 2023, then, on October 31, 2023, the Company must withdraw all of the Escrowed Funds (other than any accrued interest thereon, all of which will belong to the Company) then on deposit in the Escrow Account, and such withdrawal will be treated as a sale by the Company to Acuitas of a Keep Well Note, and in connection with such withdrawal, the Company will also issue a Keep Well Warrant to Acuitas. In the event the Company completes a Qualified Financing, all of the Escrowed Funds (other than any accrued interest thereon, all of which will belong to the Company) then on deposit in the Escrow Account will be invested in the Qualified Financing on behalf of Acuitas on the same terms as all other investors in the Qualified Financing, and the Company’s obligation to sell to Acuitas, and Acuitas’ obligation to purchase from the Company, any further Keep Well Notes will thereupon be deemed discharged with respect to the amount so invested. A “Qualified Financing” generally means any financing in which the Company issues or sells any of its equity securities for cash to one or more third party investors resulting in gross proceeds to the Company of at least $10.0 million exclusive of any amount invested by Acuitas in such financing. For a discussion regarding an amendment to the definition of Qualified Financing as well as investment of Escrowed Funds and conversion of Keep Well Notes, as described below, see " Fifth Amendment to Keep Well Agreement and Letter Agreement" below. Conversion of Keep Well Notes Following approval of the Company’s stockholders obtained at the 2023 Special Meeting held in February 2023, pursuant to the Second Amendment, Acuitas, at its option, has the right to convert the entire principal amount of the secured notes issued under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.40 per share and (ii) the greater of (a) the closing price of the Company’s common stock on the trading day immediately prior to the applicable conversion date and (b) $0.15 (the “Conversion Right”). The $0.40 and $0.15 referenced in the preceding sentence are subject to adjustment for stock splits and similar corporate actions, and were adjusted to $2.39 and $0.90, respectively, after giving effect to the reverse stock split discussed in Note 2 above. Each Original Keep Well Note outstanding as of the date of stockholder approval was deemed to be amended to contain the Conversion Right. The Company refers to such Original Keep Well Notes, as so amended, and to all other secured notes issued under the Keep Well Agreement, as the “Keep Well Notes.” In addition, in connection with the conversion of the principal amount of any Keep Well Note and/or accrued interest thereon into shares of the Company’s common stock (as described above), the Company will issue to Acuitas a five-year warrant to purchase shares of the Company’s common stock, and the number of shares of the Company’s common stock subject to each such warrant will be equal to (x) 100% of the amount converted divided by (y) the conversion price of the Keep Well Note then in effect, and the exercise price of each such warrant will be equal to the conversion price of the Keep Well Note then in effect, subject to adjustment as described below. Increase in Warrant Coverage and Other Adjustments Following approval of the Company’s stockholders obtained at the 2023 Special Meeting, (a) the exercise price of the warrants issued under the Keep Well Agreement (both the Original Keep Well Warrants outstanding as of the date of the Second Amendment and those issued thereafter) was reduced to $0.45 per share ($2.70 per share as adjusted for the reverse stock split discussed in Note 2 above), which was the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Company’s common stock immediately preceding the time the parties entered into the Second Amendment, and which is subject to future adjustment as described below; (b) the number of shares of the Company’s common stock subject to the warrants outstanding at the time of the 2023 Special Meeting (i.e., 1,775,148 shares, before the reverse stock split discussed in Note 2 above) was increased to the number of shares that would have been subject to such warrants if the warrant coverage was equal to 100% of the amount borrowed under the Keep Well Agreement in respect of which the applicable Keep Well Warrant was issued (instead of 20%) divided by $0.45 (i.e., 33,333,333 shares, or an additional 31,558,185 shares; 5,555,557 shares , or an additional 5,259,696 shares, as adjusted for the reverse stock split discussed in Note 2 above); and (c) the warrant coverage on borrowings under the Keep Well Agreement after the date of the Second Amendment was increased to a number of shares of the Company’s common stock equal to (x) 100% of the amount borrowed (instead of 20% of such amount) divided by (y) the greater of (i) the per share warrant exercise price (as adjusted as of the date of issuance of the applicable warrant) and (ii) $0.15 ($0.90 as adjusted for the reverse stock split discussed in Note 2 above) (the “Warrant Coverage Denominator”), subject to future adjustment as described below, and each warrant issued after the date of the Second Amendment has an exercise price equal to $0.45 per share ($2.70 per share as adjusted for the reverse stock split discussed in Note 2 above), subject to future adjustment as described below. As a result of stockholder approvals obtained at the 2023 Special Meeting, the Company issued to the holder of each warrant issued under the Keep Well Agreement outstanding as of the date of such approval, in exchange for such warrant, a new warrant to purchase shares of the Company’s common stock that reflect the amendments to the warrants described above and below, including the increase in the warrant coverage and the decrease in the exercise price. The Company refers to the new warrants issued in exchange for outstanding warrants and to any warrants issued in connection with future borrowings under the Keep Well Agreement or in connection with the conversion of the principal amount of any Keep Well Note and/or accrued interest thereon into shares of the Company’s common stock as the “Keep Well Warrants.” Under the terms of the Second Amendment, if the reverse stock split approved at the 2023 Special Meeting is effected, then: (1) the exercise price of each warrant issued pursuant to the Keep Well Agreement that is outstanding as of the effective time of the reverse stock split would be reduced to the lesser of (i) the volume-weighted average price of the Company’s common stock over the five (2) the Warrant Coverage Denominator would be reduced to the greater of $0.15 ($0.90 as adjusted for the reverse stock split discussed in Note 2 above) and the Post-Stock Split Price, subject to further reduction as described below. As discussed in Note 2 above, the reverse stock split approved at the 2023 Special Meeting was effected on July 27, 2023. After giving effect to such reverse stock split, and in accordance with the above, the Post-Stock Split Price was determined to be $2.44 on August 3, 2023. In addition, after giving effect to such reverse stock split, the number of shares of the Company’s common stock underlying the Keep Well Warrants outstanding at the effective time of the reverse stock split were proportionally adjusted such that the aggregate exercise price payable upon exercise of the Keep Well Warrants remains unchanged. Also under the terms of the Second Amendment: (i) the exercise price of each Keep Well Warrant outstanding as of September 1, 2023 will be reduced to the closing price of the Company’s common stock on August 31, 2023, if such closing price is less than the Post-Stock Split Price; and (ii) the Warrant Coverage Denominator will be reduced to the greater of (a) $0.15 (or $0.90 as adjusted after giving effect to the reverse stock split discussed in Note 2 above) and (b) the lesser of (x) the Post-Stock Split Price and (y) the closing price of the Company’s common stock on August 31, 2023. As such, on September 1, 2023, the exercise price of each Keep Well Warrant and the Warrant Coverage Denominator (applicable to warrant issuances, if any, thereafter) was determined to be $0.92. The Company assessed the adjustment to the warrant exercise price on August 3, 2023 and September 1, 2023, as described above, and determined that application of the relative fair value method was appropriate in assessing and allocating the change in the fair value of the warrants related to such change in warrant exercise prices. As such, the Company recorded a total of $0.2 million of debt discount costs to the Keep Well Notes as of September 30, 2023, and such debt discount costs are accreted using the effective interest method over the remaining term of the Keep Well Notes. Additional Commitment Shares As a result of stockholder approvals obtained at the 2023 Special Meeting, the Company issued to Acuitas 2,038,133 additional shares of the Company’s common stock (which, after giving effect to the reverse stock split discussed in Note 2 above, was adjusted to 339,689 shares of the Company's common stock). Issuance Cap The Company and Acuitas agreed that (i) under no circumstances will the Company issue any shares upon exercise of any warrant issued under the Keep Well Agreement or upon conversion of any Keep Well Note to the extent that, after giving effect to the issuance of any such shares, Acuitas (together with its affiliates) would beneficially own shares of the Company’s common stock representing more than 90% of the total number of shares of the Company’s common stock outstanding as of the time of such issuance (the “Issuance Cap”); and (ii) in the event of a Fundamental Transaction (as defined in the Second Amendment), regardless of the actual number of securities of the Company beneficially owned by Acuitas and its affiliates at the effective time thereof, Acuitas shall not be entitled to receive any consideration pursuant to such Fundamental Transaction in respect of any shares underlying any of the warrants issued under the Keep Well Agreement or any shares issuable upon conversion of any Keep Well Note that would represent shares in excess of the Issuance Cap if beneficially owned by Acuitas and/or its affiliates immediately prior to such effective time, and all warrants and Keep Well Notes owned or beneficially owned by Acuitas and/or its affiliates at the effective time of such Fundamental Transaction, solely to the extent that, if exercised or converted, such warrants and Keep Well Notes would result in the issuance of such excess shares, will be cancelled and forfeited without consideration therefor, effective as of such effective time; provided, however, that the foregoing shall not affect the Company’s obligation to pay all amounts owed under such Keep Well Notes in connection with such Fundamental Transaction. Fifth Amendment to Keep Well Agreement and Letter Agreement On October 31, 2023, the Company and Acuitas Capital entered into a Fifth Amendment to the Master Note Purchase Agreement, as amended (the "Fifth Amendment"), which, among other things, provided the following: Changes to Qualified Financing . Under the Fifth Amendment, the minimum amount to be raised in an equity financing for such financing to constitute a “Qualified Financing” was reduced from $10.0 million to $8.0 million, and the deadline by when a Qualified Financing must be completed before the Company is required to withdraw the Escrowed Funds was extended from October 31, 2023 to January 31, 2024. Under a letter agreement entered into on November 9, 2023, the minimum amount to be raised in an equity financing for such financing to constitute a “Qualified Financing” was further reduced to $6.0 million. Conversion of Keep Well Notes . Under the Fifth Amendment, if the Company completes a Qualified Financing, Acuitas has agreed to convert into shares of the Company’s common stock the aggregate principal amount of the Keep Well Notes plus all accrued and unpaid interest thereon, minus (a) $7.0 million, minus (b) the principal amount of any Keep Well Notes purchased with funds from the Escrow Account prior to the closing of the Qualified Financing, if any, in accordance with the terms (including the conversion price) of the Keep Well Agreement and the Keep Well Notes (the “Notes Conversion”); provided that if the offering price per share at which the shares of common stock and accompanying warrants are sold to the public in the Qualified Financing (the “Offering Price”) is less than the conversion price at which Keep Well Notes are converted, upon the effectiveness of the Stockholder Approval Matters (as defined below): (1) we will issue to Acuitas such additional shares of common stock such that the total number of shares of common stock issued in respect of the Notes Conversion plus such additional shares of common stock would equal the number of shares that we would have issued in respect of the Notes Conversion if the Keep Well Notes converted in the Notes Conversion were converted at a conversion price equal to the Offering Price; and (2) the exercise price of the warrants issued to Acuitas in connection with the Notes Conversion (the “Conversion Warrants”) would be reduced to the Offering Price and the number of shares of common stock subject to the Conversion Warrants would be increased to the number of shares of common stock that would have been subject to the Conversion Warrants if the Keep Well Notes were converted at a conversion price equal to the Offering Price. Private Placement . In lieu of the provisions set forth in the Fourth Amendment concerning the investment of Escrowed Funds in the offering that constitutes a Qualified Financing, the Fifth Amendment provided that if an offering constitutes a Qualified Financing, the Company and Acuitas will immediately prior to, or simultaneously with the closing of such offering, consummate a private placement (the “Private Placement”) of $11.0 million of an unregistered pre-funded warrant to purchase shares of the Company’s common stock (the “Private Placement Pre-Funded Warrant”) and an unregistered warrant to purchase shares of the Company’s common stock (the “Private Placement Warrant,” and together with the Private Placement Pre-Funded Warrant, the “Private Placement Securities”). The material terms of the Private Placement Securities will be substantially similar to the material terms of the pre-funded warrants and the warrants offered in the offering that constitutes a Qualified Financing, except that the Private Placement Securities will have registration rights. The consideration for the Private Placement Securities purchased by Acuitas will consist of (a) the Escrowed Funds then held in the Escrow Account, and (b) a reduction of the aggregate amounts outstanding under the Keep Well Notes (after giving effect to the Notes Conversion) to $2.0 million (the “Surviving Note”). Each Private Placement Pre-Funded Warrant will be sold together with two Private Placement Warrants with each Private Placement Warrant exercisable for one share of our common stock. Surviving Note . Under the Fifth Amendment, the maturity date of the Surviving Note was extended from September 30, 2024 to May 14, 2026, which date is two years and six months after the closing date of the offering that constituted a Qualified Financing, unless the Surviving Note becomes due and payable in full earlier, whether by acceleration or otherwise. In addition, if the Offering Price is lower than $0.90, then, subject to the effectiveness of the Stockholder Approval Matters, the $0.90 floor on the conversion price of the Surviving Note will be replaced with the Offering Price. On December 20, 2023, upon the effectiveness of the Stockholder Approval Matters, the $0.90 conversion price of the Surviving Note was replaced with $0.60, the Public Offering Price, discussed below. Stockholder Approval . Under the Fifth Amendment, the Company is required to seek stockholder approval in accordance with the rules of the Nasdaq Stock Market (the “Listing Rules”) of (A) the issuance of the shares of the Company’s common stock issuable upon exercise of (x) the warrants and the pre-funded warrants sold in the offering that constitutes a Qualified Financing and (y) the Private Placement Securities that, in the aggregate for clauses (x) and (y) above, are in excess of the maximum number of shares of the Company’s common stock permitted to be issued without such approval under Nasdaq’s listing rules (which amount is equal to 19.99% of the total number of shares of the Company’s common stock outstanding immediately following the Notes Conversion and immediately prior to the closing of the offering that constitutes a Qualified Financing and/or the Private Placement), (B) the amendment to the conversion price of the Surviving Note described above, (C) the elimination of the Issuance Cap, and (D) any other terms of the offering that constitutes a Qualified Financing, the Private Placement and/or the Fifth Amendment that require approval of the Company’s stockholders under Nasdaq’s listing rules (collectively, the “Stockholder Approval Matters”). Support Agreement . In connection with entering into the Fifth Amendment, on October 31, 2023, the Company and Acuitas entered into a support agreement pursuant to which Acuitas has agreed to vote the shares of the Company's common stock it beneficially owns in favor of the Stockholder Approval Matters. Public Offering, Private Placement and Notes Conversion On November 14, 2023, the Company completed its previously announced public offering (the “Public Offering”). In the Public Offering, the Company issued (a) 4,592,068 shares of its common stock and 9,184,136 warrants to purchase up to 9,184,136 shares of its common stock at a combined public offering price of $0.60 per share of common stock and accompanying warrants (the “Public Offering Price”), and (b) 5,907,932 pre-funded warrants to purchase up to 5,907,932 shares of its common stock (the “Public Offering Pre-Funded Warrants”) and 11,815,864 warrants to purchase up to 11,815,864 shares of its common stock at a combined public offering price of $0.5999 per Public Offering Pre-Funded Warrant and accompanying warrants, which represents the per share public offering price for the common stock and accompanying warrants less the $0.0001 per share exercise price for each Public Offering Pre-Funded Warrant. The Company refers to the warrants sold in the Public Offering accompanying the shares of common stock and the warrants accompanying the Public Offering Pre-Funded Warrants as the “Public Offering Warrants.” The Company received gross proceeds of $6.3 million from the Public Offering, and therefore the Public Offering constituted a Qualified Financing. Total net proceeds was approximately $5.3 million (net of approximately $1.0 million of offering related fees and expenses, not including the placement fee payable relating to the Private Placement discussed below). The Public Offering Warrants have an exercise price of $0.85 per share, subject to adjustment. The exercisability of the Public Offering Warrants are subject to the effectiveness of the Stockholder Approval Matters, and will expire five years from the effectiveness thereof. In accordance with the Fifth Amendment, concurrent with the closing of the Public Offering, the Company issued to Humanitario Capital LLC, an affiliate of Acuitas Capital LLC, a Private Placement Pre-Funded Warrant to purchase up to 18,333,333 shares of the Company's common stock, at an exercise price of $0.0001 per share, and a Private Placement Warrant to purchase up to 36,666,666 shares of the Company's common stock, at an exercise price of $0.85 per share, subject to adjustment, for total consideration of $11.0 million. The consideration for the Private Placement Securities consisted of (a) the $6.0 million in the Escrow Account that Acuitas previously delivered to the Company in June 2023 and September 2023 in accordance with the Keep Well Agreement (which $6.0 million was reclassified from restricted cash to unrestricted cash) and (b) $5.0 million of debt owed under the Keep Well Notes, which was cancelled. The Company wrote-off $1.5 million of debt discount in connection with $5.0 million Keep Well Notes cancelled. The Company paid placement fees of approximately $0.4 million in connection with the Private Placement. The Company assessed and determined that the warrants issued in the Public Offering and Private Placement as described above qualified for equity classification and applied the relative fair value method to allocate proceeds from each Public Offering and Private Placement transactions to the respective warrants. In accordance with the Fifth Amendment, on November 14, 2023 and before the closing of the Public Offering and Private Placement, the Notes Conversion was effected. In connection with the Notes Conversion, $16.2 million of Keep Well Notes were converted into 18,054,791 shares of the Company’s common stock and the Company issued to Acuitas a Conversion Warrant to purchase up to 18,054,791 shares of the Company’s common stock with an exercise price of $0.90 per share, which was the conversion price of the Keep Well Notes converted in the Notes Conversion. The Company wrote-off $3.7 million of debt discount in connection with the conversion of $16.2 million of Keep Well Notes. On November 15, 2023, Acuitas, who owned a majority of the outstanding shares of the Company’s common stock as of that date, executed and delivered to the Company a written consent approving the Stockholder Approval Matters. The Company filed an information statement regarding the Stockholder Approval Matters with the SEC on November 30, 2023 and mailed an information statement to the holders of its common stock so the Stockholder Approval Matters can become effective as soon as practicable. Under SEC rules, in the case of corporate actions taken by the consent of stockholders, the definitive information statement must be sent or given at least 20 calendar days prior to the earliest date on which the corporation actions approved by the consent of stockholders may be taken. Because the Public Offering Price was less than the conversion price at which Keep Well Notes were converted in the Notes Conversion, (1) the Company issued to Acuitas 9,027,395 additional shares of common stock, which when added with the shares of common stock issued in respect of the Notes Conversion, equaled the total number of shares of common stock that the Company would have issued in respect of the Notes Conversion if the Keep Well Notes converted in the Notes Conversion were converted at a conversion price equal to the Public Offering Price; and (2) the exercise price of the Conversion Warrant was reduced to the Public Offering Price and the number of shares of common stock subject to the Conversion Warrant was increased by an additional 9,027,395 shares to equal the number of shares of common stock that would have been subject to the Conversion Warrant if the Keep Well Notes converted in the Notes Conversion were converted at a conversion price equal to the Public Offering Price. Covenants The Keep Well Agreement contains customary covenants that must be complied with by the Company, including, among other covenants, restrictions on the Company’s ability to incur debt, grant liens, make certain investments and acquisitions, pay dividends, repurchase equity interests, repay certain debt, amend certain contracts, enter into certain asset sale transactions, and covenants that require the Company to, among other things, provide annual, quarterly and monthly financial statements, together with related compliance certificates, maintain its property in good repair, maintain insurance and comply with applicable laws. Subject to certain customary exceptions, the Company also agreed not to incur any indebtedne |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation The Company's 2017 Stock Incentive Plan (the “2017 Plan”) and 2010 Stock Incentive Plan (the “2010 Plan”) provide for the issuance of 1,695,737 shares of the Company's common stock. The Company has granted stock options to executive officers, employees, members of the Company's board of directors, and certain outside consultants and restricted stock units ("RSUs") to employees and members of the Company's board of directors. The terms and conditions upon which options vest vary among grants; however, option rights expire no later than ten years from the date of grant and employee and Board of Director awards generally vest over one however, RSUs generally vest over three Stock-based compensation expense was approximately $2.9 million and $7.5 million for the years ended December 31, 2023 and 2022, respectively. The assumptions used in the Black-Scholes option-pricing model were determined as follows: Year Ended December 31, 2023 2022 Volatility 101.00% - 109.00% 88.00% - 101.00% Risk-free interest rate 3.36% - 4.18% 1.04% - 3.92% Expected life (in years) 3.76 - 4.66 2.67 - 4.66 Dividend yield 0 % 0 % The expected volatility assumptions have been based on the historical and expected volatility of our stock, measured over a period generally commensurate with the expected term. The weighted average expected option term for the year ended December 31, 2023, reflects the application of the simplified method prescribed in SEC's Staff Accounting Bulletin (“SAB”) No. 107 (as amended by SAB 110), which defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. Stock Options – Employees and Directors A summary of stock option activity for employee and director grants was as follows: Number of Weighted- Outstanding at December 31, 2022 815,970 $ 18.54 Granted 600,813 2.70 Forfeited (254,674) 35.51 Outstanding at December 31, 2023 1,162,109 6.63 Options vested and exercisable at December 31, 2023 440,551 $ 13.04 As of December 31, 2023, there was $2.7 million of unrecognized compensation costs related to non-vested share-based compensation arrangements granted to employees and directors under the Plan. These costs are expected to be recognized over a weighted-average period of 3.03 years. Performance-Based and Market-Based Awards The Company’s Compensation Committee designed a compensation structure to align the compensation level of the Company's former Executive Chairman to the performance of the Company through the issuance of market-based stock options. The market-based options vested upon the Company’s stock price reaching a certain price at a specific performance period and the total amount of compensation expense recognized was based on a Monte Carlo simulation that factored in the probability of the award vesting. The market-based stock options to purchase a total of 1,040,000 shares (173,334 shares, adjusted for the reverse stock split, which is discussed in Note 2 above) of the Company's common stock expired unexercised on June 2, 2023. Restricted Stock Units - Employees The Company estimates the fair value of RSUs based on the closing price of our common stock on the date of grant. The following table summarizes our RSU award activity issued under the 2017 Plan: Restricted Stock Units Weighted- Non-vested at December 31, 2022 241,596 $ 12.92 Granted — — Vested and distributed (119,154) 11.02 Forfeited (1,805) 128.00 Non-vested at December 31, 2023 120,637 13.06 As of December 31, 2023, there was $1.3 million of unrecognized compensation costs related to unvested outstanding RSUs. These costs are expected to be recognized over a weighted average period of 1.66 years. Warrants - Non-employees The Company has granted warrants to purchase common stock that have been approved by our Board of Directors. A summary of warrants activity was as follows: Number of Warrants Weighted Average Outstanding as of December 31, 2022 262,713 $ 3.06 Granted 115,856,686 0.62 Exercised (1,875,534) 0.00 Outstanding as of December 31, 2023 114,243,865 0.63 Warrants exercisable as of December 31, 2023 114,243,865 0.63 On each of January 5, 2023 and March 6, 2023, the Company borrowed $4.0 million under the Keep Well Agreement. In connection with the January 5, 2023 borrowing, the Company issued to Acuitas a warrant to purchase 473,373 shares of the Company's common stock (78,896 shares of the Company's common stock as adjusted for the reverse stock split discussed in Note 2 above) with an original exercise price equal to $1.69 per share. In February 2023, as discussed in Note 9 below, warrants to purchase an aggregate 1,775,148 shares of the Company’s common stock (295,860 shares of the Company's common stock as adjusted for the reverse stock split discussed in Note 2 above) previously issued by the Company to Acuitas through February 20, 2023 were exchanged for warrants to purchase 33,333,333 shares of the Company’s common stock (5,555,557 shares of the Company's common stock as adjusted for the reverse stock split discussed in Note 2 above, of which 5,338,593 shares relate to warrants issued during the first quarter of 2023) with an exercise price equal to $0.45 per share ($0.92 per share as adjusted for the reverse stock split discussed in Note 2 above and further adjustments discussed in Note 9). In connection with the March 6, 2023 borrowing, the Company issued to Acuitas a warrant to purchase 8,888,889 shares of the Company's common stock (1,481,482 shares of the Company's common stock as adjusted for the reverse stock split discussed in Note 2 above) with an exercise price equal to $0.45 per share ($0.92 per share as adjusted for the reverse stock split discussed in Note 2 above and further adjustments discussed in Note 9). All warrants issued to Acuitas have a five year term. In November 2023, Acuitas completed a conversion of certain amount of the Keep Well Notes, wherein the Company issued to Acuitas a warrant to purchase 18,054,791 shares of the Company's common stock, and in December 2023, following the effectiveness of the Stockholder Approval, as described in Note 9 above, the Company issued an additional warrant to purchase 9,027,395 shares of the Company's common stock. All such warrants had an exercise price of $0.60 per share as of December 31, 2023. Also in November 2023, the Company completed the Public Offering and the Private Placement. In the Public Offering, the Company issued 4,592,068 shares of its common stock, 5,907,932 pre-funded warrants and 21,000,000 warrants accompanying such common stock and pre-funded warrants. In the Private Placement, the Company issued 18,333,333 pre-funded warrants and 36,666,666 warrants accompanying such pre-funded warrants. See Note 9 above for a detailed discussion of the Public Offering and Private Placement. The assumptions used in the Black-Scholes warrant-pricing model were determined as follows: Year Ended December 31, 2023 2022 Volatility 100% - 109% 100% Risk-free interest rate 3.90% - 4.82% 3.46% - 3.50% Expected life (in years) 3.83 - 5.00 5.00 Dividend yield 0 % 0 % |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company determines whether an arrangement is a lease, or contains a lease, at inception and recognizes right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on the Company's balance sheet and classifies the leases as either operating or financing leases. The Company leases office space in Henderson, Nevada, which previously served as the Company's headquarters and currently serves as the administrative office for certain of the Company's back-office functions, and in Rosemont, Illinois, which are accounted for as operating leases. The Rosemont, Illinois lease expired in June 2023. In September 2023, the Company entered into a month-to-month lease for a virtual office space in Miami, Florida, which serves as the Company's headquarters. The Company leases various computer equipment used in the operation of its business, which are accounted for as finance leases. The operating lease agreement for the Henderson, Nevada office is for a total of 2,721 square feet of office space for lease term of 58 months. The Company's finance leases are generally for 36 month terms. As of December 31, 2023, all of the Company's finance lease terms have ended. On April 12, 2022, the Company entered into a sublease agreement with a subtenant for 100% of the office space the Company leased in Santa Monica, California. The sublease agreement commenced on June 3, 2022 and provided for an expiration date of July 17, 2024, unless sooner terminated. On February 16, 2023, the Company, the landlord and the subtenant entered into a lease and sublease termination agreement for the office space, with a termination date of February 28, 2023. The Company agreed to pay to the landlord a $0.1 million early termination fee and monthly fixed rent for March and April 2023, and the subtenant agreed to pay to the Company monthly fixed sublease payments for March and April 2023. As a result of the lease termination, the Company wrote-off $0.3 million of operating lease right-of-use assets, and $0.6 million and $0.2 million of current and long-term operating lease liabilities, respectively, resulting in a non-cash gain of $0.5 million included in "Other income, net" on the consolidated statement of operations for the year ended December 31, 2023. The Company’s operating leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The leases include renewal options and escalation clauses. The renewal options have not been included in the calculation of the operating lease liabilities and right-of-use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. Quantitative information for our leases was as follows (in thousands): December 31, Consolidated Balance Sheets Balance Sheet Classification 2023 2022 Assets Operating lease assets “Operating lease right-of-use-assets” $ 195 $ 632 Finance lease assets “Property and equipment, net” — 66 Total lease assets $ 195 $ 698 Liabilities Current Operating lease liabilities “Current portion of operating lease liabilities” $ 56 $ 653 Finance lease liabilities “Other accrued liabilities” — 136 Non-current Operating lease liabilities “Long-term operating lease liabilities” 166 546 Total lease liabilities $ 222 $ 1,335 Year Ended December 31, Consolidated Statements of Operations 2023 2022 Operating lease expense $ 159 $ 448 Short-term lease rent expense 3 7 Variable lease expense 23 31 Operating sublease income (64) (225) Total rent expense, net $ 121 $ 261 Finance lease expense: Amortization of leased assets $ 66 $ 120 Interest on lease liabilities 4 19 Total $ 70 $ 139 Year Ended December 31, Consolidated Statements of Cash Flows 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating lease $ 222 $ 757 Financing cash flows from finance leases 134 282 Other Cash received for operating sublease $ 97 $ 257 December 31, Other Information 2023 2022 Weighted-average remaining lease term (years) Operating lease 3.2 2.5 Financing leases — 0.7 Weighted-average discount rate (%) Operating lease 16.25 % 12.56 % Finance leases 15.15 % 12.92 % The following table sets forth maturities of our lease liabilities (in thousands): Operating Leases December 31, 2023 2024 $ 88 2025 90 2026 93 2027 16 Total lease payments 287 Less: imputed interest (65) Present value of lease liabilities 222 Less: current portion (56) Lease liabilities, non-current $ 166 |
Leases | Leases The Company determines whether an arrangement is a lease, or contains a lease, at inception and recognizes right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on the Company's balance sheet and classifies the leases as either operating or financing leases. The Company leases office space in Henderson, Nevada, which previously served as the Company's headquarters and currently serves as the administrative office for certain of the Company's back-office functions, and in Rosemont, Illinois, which are accounted for as operating leases. The Rosemont, Illinois lease expired in June 2023. In September 2023, the Company entered into a month-to-month lease for a virtual office space in Miami, Florida, which serves as the Company's headquarters. The Company leases various computer equipment used in the operation of its business, which are accounted for as finance leases. The operating lease agreement for the Henderson, Nevada office is for a total of 2,721 square feet of office space for lease term of 58 months. The Company's finance leases are generally for 36 month terms. As of December 31, 2023, all of the Company's finance lease terms have ended. On April 12, 2022, the Company entered into a sublease agreement with a subtenant for 100% of the office space the Company leased in Santa Monica, California. The sublease agreement commenced on June 3, 2022 and provided for an expiration date of July 17, 2024, unless sooner terminated. On February 16, 2023, the Company, the landlord and the subtenant entered into a lease and sublease termination agreement for the office space, with a termination date of February 28, 2023. The Company agreed to pay to the landlord a $0.1 million early termination fee and monthly fixed rent for March and April 2023, and the subtenant agreed to pay to the Company monthly fixed sublease payments for March and April 2023. As a result of the lease termination, the Company wrote-off $0.3 million of operating lease right-of-use assets, and $0.6 million and $0.2 million of current and long-term operating lease liabilities, respectively, resulting in a non-cash gain of $0.5 million included in "Other income, net" on the consolidated statement of operations for the year ended December 31, 2023. The Company’s operating leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The leases include renewal options and escalation clauses. The renewal options have not been included in the calculation of the operating lease liabilities and right-of-use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. Quantitative information for our leases was as follows (in thousands): December 31, Consolidated Balance Sheets Balance Sheet Classification 2023 2022 Assets Operating lease assets “Operating lease right-of-use-assets” $ 195 $ 632 Finance lease assets “Property and equipment, net” — 66 Total lease assets $ 195 $ 698 Liabilities Current Operating lease liabilities “Current portion of operating lease liabilities” $ 56 $ 653 Finance lease liabilities “Other accrued liabilities” — 136 Non-current Operating lease liabilities “Long-term operating lease liabilities” 166 546 Total lease liabilities $ 222 $ 1,335 Year Ended December 31, Consolidated Statements of Operations 2023 2022 Operating lease expense $ 159 $ 448 Short-term lease rent expense 3 7 Variable lease expense 23 31 Operating sublease income (64) (225) Total rent expense, net $ 121 $ 261 Finance lease expense: Amortization of leased assets $ 66 $ 120 Interest on lease liabilities 4 19 Total $ 70 $ 139 Year Ended December 31, Consolidated Statements of Cash Flows 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating lease $ 222 $ 757 Financing cash flows from finance leases 134 282 Other Cash received for operating sublease $ 97 $ 257 December 31, Other Information 2023 2022 Weighted-average remaining lease term (years) Operating lease 3.2 2.5 Financing leases — 0.7 Weighted-average discount rate (%) Operating lease 16.25 % 12.56 % Finance leases 15.15 % 12.92 % The following table sets forth maturities of our lease liabilities (in thousands): Operating Leases December 31, 2023 2024 $ 88 2025 90 2026 93 2027 16 Total lease payments 287 Less: imputed interest (65) Present value of lease liabilities 222 Less: current portion (56) Lease liabilities, non-current $ 166 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of our income tax benefit (expense) consisted of the following (in thousands): Year Ended December 31, 2023 2022 Current: State $ 80 $ (88) Total current taxes 80 (88) Income tax benefit (expense) $ 80 $ (88) Income tax benefit for the year ended December 31, 2023 was primarily related to a reversal of accrued estimated income taxes. Income tax expense for the year ended December 31, 2022 was primarily related to state minimum taxes and gross receipts taxes. Net deferred tax assets and liabilities were as follows (in thousands): Year Ended December 31, 2023 2022 Net operating losses $ 52,530 $ 46,301 Stock-based compensation 2,286 1,877 Interest expense 7,131 5,770 Accrued liabilities and reserves (118) 82 Fixed assets 227 46 Lease liabilities 57 (176) Other temporary differences 3,132 2,010 Deferred commission (36) (40) Prepaid expenses 12 13 Right-of-use assets (50) 336 Valuation allowance (65,171) (56,219) Net deferred tax asset $ — $ — The Company believes that its deferred tax assets will not meet the more-likely-than not criteria set forth by ASC 740 - "Income Taxes" (“ASC 740”). Accordingly, management has provided a valuation allowance in full on its net deferred tax assets in the amount of $65.2 million and $56.2 million as of December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, the total change in valuation allowance was $9.0 million and $10.1 million, respectively. Realization of the deferred tax assets will be primarily dependent upon the Company's ability to generate sufficient taxable income. As of December 31, 2023, the Company had net federal and state net operating loss (“NOL”) carry forwards of approximately $209.3 million and $151.6 million, respectively. The federal NOL carryforwards arising in tax years beginning 2018 have an indefinite life, whereas those generated before 2018 have 20-year lifespan. Accordingly, NOLs generated prior to 2003 have expired. Given the Company has a full valuation allowance against its deferred tax assets, the expiration of these NOLs does not have a material impact on the Company’s financials. The Company is in the process of completing an analysis through December 31, 2023 of its ownership changes since formation in accordance with Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended. The analysis determined that the Company experienced a Section 382 ownership change on November 14, 2023. As a result of the November 14, 2023 ownership change, the Company expects a certain amount of federal and state NOLs to expire unutilized, with an offsetting reduction to the valuation allowance once the analysis has been completed. Additionally, certain tax attributes, including NOLs, carrying over may be subject to an annual limitation under Section 382, which may restrict the Company's ability to offset taxable income. A reconciliation between the statutory federal income tax rate and the effective income tax rate for the years presented was as follows: Year Ended December 31, 2023 2022 Tax at federal statutory rate 21.0 % 21.0 % Stock-based compensation (0.6) (5.1) Section 162(m) — — Change in federal valuation allowance (20.0) (16.1) Reduction in federal NOL carryforward DTA due to 382 study results — — Other (0.1) — Effective tax rate 0.3 % (0.2) % The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest and penalties for the years ended December 31, 2023 and 2022, respectively. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various states with nexus. For jurisdictions in which tax filings are prepared, the Company is no longer subject to income tax examinations by state tax authorities for tax years prior to 2019, and by the IRS for tax years prior to 2020. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized or expired and such tax years are closed. The Tax Cuts and Jobs Act (“TCJA”) resulted in significant changes to the treatment of research and experimental (“R&E”) expenditures under Section 174. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures. In general, expenditures for U.S. based R&E activities must be amortized over 5 years and expenditures for foreign based R&E activities must be amortized over 15 years. As of December 31, 2023, the Company has engaged in U.S. based R&E activities and has recorded an estimated impact of the Section 174. The Company will continue to monitor the impact of new regulation. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, we are subject to various legal proceedings that arise in the normal course of our business activities. As of the date of this Annual Report on Form 10-K, we are not party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations or financial position, except the following: Loss Contingencies On March 3, 2021, a purported securities class action was filed in the United States District Court for the Central District of California, entitled Farhar v. Ontrak, Inc ., Case No. 2:21-cv-01987. On March 19, 2021, another similar lawsuit was filed in the same court, entitled Yildrim v. Ontrak, Inc ., Case No. 2:21-cv-02460. On July 14, 2021, the Court consolidated the two actions under the Farhar case (“Consolidated Class Action”), appointed Ibinabo Dick as lead plaintiff, and the Rosen Law Firm as lead counsel. On August 13, 2021, lead plaintiff filed a consolidated amended complaint. In the Consolidated Amended Complaint, lead plaintiff, purportedly on behalf of a putative class of purchasers of Ontrak securities from August 5, 2020 through February 26, 2021, alleges that the Company and Terren S. Peizer, Brandon H. LaVerne and Curtis Medeiros, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b), 78t(a), and Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder, by intentionally or recklessly making false and misleading statements and omissions in various press releases, SEC filings and conference calls with investors on August 5, 2020 and November 5, 2020. Specifically, the Consolidated Amended Complaint alleges that the Company was inappropriately billing its largest customer, Aetna, causing Aetna to, in May 2020, shut off its data feed to Ontrak, and, in July 2020, require Ontrak to complete a Corrective Action Plan (“CAP”). Lead plaintiff alleges that defendants: (1) misrepresented to investors that the data feed was shut off in July 2020, and that it was part of Aetna’s standard compliance review of all of its vendors; (2) failed to disclose to investors that Aetna had issued the CAP; and (3) failed to disclose to investors that Ontrak was engaging in inappropriate billing practices. Lead plaintiff seeks certification of a class and monetary damages in an indeterminate amount. On September 13, 2021, defendants filed a motion to dismiss the Consolidated Amended Complaint for failure to state a claim under Federal Rules of Civil Procedure 12(b)(6) and 9(b) and the Private Securities Litigation Reform Act of 1995, 15 U.S.C. §§ 78u-4, et seq. The motion was taken under submission, with no oral argument. Prior to any ruling being issued on the motion to dismiss, on March 29, 2023, lead plaintiff filed a Second Amended Complaint. The Second Amended Complaint (1) adds Jonathan Mayhew as a defendant; (2) expands the purported class period to August 5, 2020 through August 19, 2021; and (3) now includes allegations that the defendants additionally intentionally or recklessly made false and misleading statements and omissions regarding the Company’s relationship with its then-second largest customer, Cigna, in various press releases, SEC filings and conference calls with investors on May 6, 2021 and August 5, 2021. On May 15, 2023, the Company filed its motion to dismiss the Second Amended Complaint. On February 2, 2024, the Court issued an order granting the Company’s motion to dismiss in its entirety and providing lead plaintiff leave to amend. On March 5, 2024, lead plaintiff filed its Third Amended Complaint, which asserts the same claims, against the same defendants for the same purported class period. On March 19, 2024, the Company filed its motion to dismiss the Third Amended Complaint. That motion is now fully briefed and the hearing on the motion is currently set for April 19, 2024. The Company believes that the allegations lack merit and intends to defend against the action vigorously. On August 6, 2021, a purported stockholder derivative complaint was filed in the United States District Court for the Central District of California, entitled Aptor v. Peizer , Case No. 2:21-cv-06371, alleging breach of fiduciary duty on behalf of the Company against Terren S. Peizer, Brandon H. LaVerne, Richard A. Berman, Michael Sherman, Diane Seloff, Robert Rebak, Gustavo Giraldo and Katherine Quinn, and contribution against Terren S. Peizer and Brandon H. LaVerne. On October 6, 2021, a similar shareholder derivative action was filed in the same Court, entitled Anderson v. Peizer , Case No. 2:21-cv-07998, for breach of fiduciary duty, abuse of control, unjust enrichment, gross mismanagement and waste of corporate assets against Terren S. Peizer, Brandon H. LaVerne, Curtis Medeiros, Richard A. Berman, Michael Sherman, Edward Zecchini, Diane Seloff, Robert Rebak, Gustavo Giraldo, and Katherine Quinn, and contribution against Terren S. Peizer, Brandon H. LaVerne and Curtis Medeiros. On December 1, 2021, a similar shareholder derivative action was filed in the United States District Court for the District of Delaware, entitled Vega v. Peizer , Case No. 1:21-cv-01701, for violation of Section 20(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment and waste of corporate assets against Terren S. Peizer, Brandon H. LaVerne, Curtis Medeiros, Richard A. Berman, Michael Sherman, Edward Zecchini, Diane Seloff, Robert Rebak, Gustavo Giraldo, and Katherine Quinn. In these actions, plaintiffs allege that the defendants breached their fiduciary duties by allowing or causing the Company to violate the federal securities laws as alleged in the Consolidated Class Action discussed above. The plaintiffs seek damages (and contribution from the officers) in an indeterminate amount. On December 7, 2021, the Court in the Central District of California consolidated the two Central District of California actions under the Aptor case caption and number (the "Consolidated Derivative Action"), stayed the action pending a ruling on the Motion to Dismiss in the Consolidated Class Action and ordered plaintiffs to file a consolidated amended complaint within fourteen (14) days of a ruling on the Motion to Dismiss in the Consolidated Class Action. On February 7, 2022, the Court in the District of Delaware extended the deadline for defendants to respond to the complaint in the Vega action to April 8, 2022. On March 21, 2022 the Court in the District of Delaware granted plaintiff’s unopposed motion to transfer the case to the United States District Court for Central District of California in the interest of judicial efficiency due to the Consolidated Class Action and Consolidated Derivative Action already pending in that district, and that same day the case was transferred into the United States District Court for Central District of California and given the new Case No. 2:22-cv-01873-CAS-AS. On April 11, 2022, the Court stayed the action pending a ruling on the Motion to Dismiss in the Consolidated Class Action and ordered plaintiffs to inform defendants regarding their intention to amend their initial complaint within thirty (30) days of said ruling. On February 14, 2024, the parties in Consolidated Derivative Action stipulated to an extension of the stay pending a ruling on Ontrak’s anticipated motion to dismiss the forthcoming amended complaint filed by lead plaintiff in the Consolidated Class Action. On April 8, 2024, the parties in the Vega action did the same. On January 25, 2024, another purported stockholder derivative complaint was filed in the Court of Chancery of the State of Delaware, entitled Dutkiewicz v. Acuitas Group Holdings LLC (“Acuitas”), Case No. 2024-0068, alleging breach of fiduciary duty under Brophy and unjust enrichment against Acuitas and Terren S. Peizer and breach of fiduciary duties generally against Acuitas, Terren S. Peizer, Brandon H. LaVerne, Jonathan Mayhew, Curtis Medeiros, Richard A. Berman, Michael Sherman, Edward Zecchini, Diane Seloff, Robert Rebak, Gustavo Giraldo, Katherine Quinn and Robert Newton. Ontrak’s response date to this new derivative complaint is not yet set. Although all of the claims asserted in these actions purport to seek recovery on behalf of the Company, the Company will incur certain expenses due to indemnification and advancement obligations with respect to the defendants. The Company understands that defendants believe these actions are without merit and intend to defend themselves vigorously. On February 28, 2022, a purported securities class action was filed in the Superior Court of California for Los Angeles County, entitled Braun v. Ontrak, Inc., et al ., Case No. 22STCV07174. The plaintiff filed this action purportedly on behalf of a putative class of all purchasers of the Series A Preferred Stock pursuant to Registration Statements and Prospectuses issued in connection with Ontrak’s August 21, 2020 initial public stock offering, its September 2020 through December 2020 “at market” offering, and its December 16, 2020 follow-on stock offering (collectively, the “Preferred Stock Offerings”). The plaintiff brings this action against the Company; its officers: Terren S. Peizer, Brandon H. LaVerne, and Christopher Shirley; its board members: Richard A. Berman, Sharon Gabrielson, Gustavo Giraldo, Katherine B. Quinn, Robert Rebak, Diane Seloff, Michael Sherman, and Edward Zecchini; and the investment banking firms that acted as underwriters for the Preferred Stock Offerings: B. Riley Securities, Inc., Ladenburg Thalmann & Co., Inc., William Blair & Company, LLC, Aegis Capital Corp., Insperex LLC (f/k/a Incapital LLC), The Benchmark Company, LLC, Boenning & Scatteredgood, Inc., Colliers Securities, LLC, Kingswood Capital Markets, and ThinkEquity (the "Underwriters"). The plaintiff asserts three causes of action alleging that Ontrak violated § 11, § 12(a)(2), and § 15 of the Securities Act of 1933, respectively, (1) by failing to disclose facts required to be disclosed under SEC Regulation S-K items 105 and 303 – that Aetna had turned off the data feed of customer records to Ontrak citing dissatisfaction with the Company’s value proposition and billing practices and thereafter submitted a CAP to which Ontrak’s senior executives were unable to effectively respond; and (2) by issuing allegedly false or misleading statements in its Registration Statements and Prospectuses: (a) regarding Ontrak’s growing customer base; (b) regarding its ability to scale its operations; (c) that revenue from a limited number of its customers would continue; (d) that its services are provided to customers continuously; (e) that revenue increases were attributable to continued expansion of the Ontrak program; and (f) regarding the healthcare experience of its executives. The plaintiff seeks damages in an indeterminate amount. On July 7, 2022, the defendants filed demurrers to the complaint. On October 4, 2022, the Court issued its ruling, allowing the case to proceed but with a narrowed scope. Specifically, of the six alleged misleading statements, only two remain (that Ontrak had a growing “growing customer base” and that Ontrak’s revenue growth was attributed to “[t]he continued expansion of [its] Ontrak program with [its] existing health plan customers”). The Court sustained the Company’s demurrer to the second cause of action, for violation of Section 12 of the Securities Act of 1933; while the Court granted leave to amend the plaintiff determined not to amend to pursue that claim. The Company believes that the remaining allegations lack merit and intends to defend against the action vigorously. On November 18, 2022, plaintiff filed his Motion for Class Certification. On February 17, 2023, the Company filed its opposition and joined in the opposition of the Underwriters. On October 12, 2023, the Court issued its ruling granting plaintiff's Motion and certifying the class as to the Section 11 and Section 15 claims only. The parties were engaged in discovery until November 3, 2023, when the United States Attorneys' Office filed an application for leave to intervene and stay discovery pending resolution of a federal criminal case. On November 8, 2023, the Court set the Government's motion for hearing on December 14, 2023 and issued an order temporarily staying all discovery in the action pending resolution of the motion. On December 14, 2023, the Court granted the application for leave to intervene and stay discovery, staying discovery until June 25, 2024, or until criminal case reaches its conclusion at the trial level. The Court also vacated the previously set trial and related dates. Securities Investigation On November 15, 2022, the Company received a notification from the SEC, Division of Enforcement, that it is conducting an investigation captioned “In the Matter of Trading in the Securities of Ontrak, Inc. (HO-14340)” and issued a preservation letter as well as a subpoena for documents relating to the investigation. The notification indicates the investigation is a fact-finding inquiry for compliance with federal securities laws and should not be construed as an indication by the SEC that any violation of law has occurred, nor as a reflection upon any person, entity or security. The Company cooperated with the terms of the subpoena. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 28, 2024, the Company and Acuitas Capital entered into an amendment (the “Sixth Amendment”) to the Keep Well Agreement. The following is a summary of the Sixth Amendment: Issuance of Demand Notes and Warrants . Under the Sixth Amendment, on April 5, 2024, the Company issued and sold to Acuitas, and Acuitas purchased from the Company, a senior secured convertible promissory note (a “Demand Note”), with a principal amount of $1.5 million (the “Initial Demand Note”). In Acuitas’ sole discretion, Acuitas may purchase from the Company, and the Company will issue and sell to Acuitas, up to an additional $13.5 million in principal amount of Demand Notes, at such time and in such principal amounts as specified in the Sixth Amendment. The terms of the Demand Notes are substantially similar to the Surviving Note, except the amounts due under the Demand Notes are payable upon demand of the holder. Unless and until the effective date of the Stockholder Approval (as defined below) occurs (such effective date, the “Stockholder Approval Effective Date”), the Company will not issue any shares of its common stock in connection with the conversion of any Demand Note. In connection with each Demand Note purchased by Acuitas from the Company (including the Initial Demand Note), and subject to the Stockholder Approval Effective Date occurring, the Company will issue to Acuitas (or an entity affiliated with Acuitas, as designated by Acuitas) a warrant (“Demand Warrant”) to purchase such number of shares of the Company’s common stock that results in 200% warrant coverage. Each Demand Warrant will have a term of five years. The initial exercise price of each Demand Warrant will be (a) in the case of the Demand Warrant issued in connection with the Initial Demand Note and in respect of the next $3.0 million of principal amount of Demand Notes purchased by Acuitas, the lesser of (i) $0.3442 (after giving effect to the reduction of the exercise price of the Public Offering Warrants and Private Placement Warrant (collectively, the “November 2023 Warrants”) that occurred on April 5, 2024 described below) and (ii) the greater of (1) the consolidated closing bid price of the Company’s common stock as reported on The Nasdaq Stock Market or such other exchange on which the Company’s common stock is listed (the “Exchange”) immediately preceding the time the applicable Demand Note is deemed issued by the Company and (2) $0.12, and (b) in the case of the Demand Warrants issued in connection with any subsequent Demand Notes, the consolidated closing bid price of the Company’s common stock as reported on the Exchange immediately preceding the time the applicable Demand Note is deemed issued by the Company, which initial exercise price will, in each case of clauses (a) and (b) above, be subject to further adjustment in accordance with the terms of the Demand Warrant and the Sixth Amendment. The terms of the Demand Warrants will be substantially similar to the terms of the November 2023 Warrants. See “Warrant Adjustment Provisions,” below. The Company will not issue any Demand Warrant unless and until the Stockholder Approval Effective Date occurs, and promptly as practicable following such date, the Company will issue each Demand Warrant that would have been issued through and including such date. Replacement of Keep Well Warrants . Following the Stockholder Approval Effective Date, the Company will issue to each holder of each warrant to purchase shares of the Company’s common stock issued under the Existing Keep Well Agreement outstanding as of the Stockholder Approval Effective Date (any such warrant, a “Replaced Keep Well Warrant”), in exchange therefor, a warrant to purchase shares of the Company’s common stock (a “New Keep Well Warrant”) substantially in the form of the Demand Warrant, and each Replaced Keep Well Warrant will be deemed automatically cancelled. Each New Keep Well Warrant will (a) have the same issuance date as the Replaced Keep Well Warrant in respect of which it was issued, (b) a term of five years from the original issuance date of the Replaced Keep Well Warrant in respect of which it was issued, and (c) an initial exercise price equal to $0.3442 (after giving effect to the reduction of the exercise price of the November 2023 Warrants that occurred on April 5, 2024 described below), which will be subject to further adjustment in accordance with its terms and the terms of the Sixth Amendment. Surviving Note . Effective as of the Stockholder Approval Effective Date, the conversion price of the Surviving Note will become equal to the lesser of (i) $0.36, and (ii) the greater of (a) the consolidated closing bid price of the Company’s common stock as reported on the Exchange on the trading day that is immediately prior to the applicable conversion date of such note and (b) $0.12, which will be subject to further adjustment in accordance with its terms. Stockholder Approval . The Company is required to seek stockholder approval (the “Stockholder Approval”) in accordance with the rules of the Nasdaq Stock Market of (a) the issuance of the (x) Demand Warrants, (y) the New Keep Well Warrants and (z) the Demand Notes, (b) the issuance of the shares of the Company’s common stock upon exercise or conversion, as applicable, of the Demand Warrants, the New Keep Well Warrants, and the Demand Notes, and (c) any other terms of the Sixth Amendment that require approval of the Company’s stockholders under the rules of the Nasdaq Stock Market. The Company intends to obtain the Stockholder Approval by written consent or consents signed by the holders of outstanding shares of the Company’s common stock having not less than the minimum number of votes that would be necessary to authorize or take the applicable actions at a meeting at which all shares entitled to vote thereon were present and voted. Following receipt of the Stockholder Approval, the Company intends to file with the SEC a preliminary information statement related to the Stockholder Approval, and the Company will thereafter mail a definitive information statement to the Company’s stockholders in accordance with SEC rules. Under SEC rules, in the case of corporate actions taken by the consent of stockholders, the definitive information statement must be sent or given at least 20 calendar days prior to the earliest date on which the corporation actions approved by the consent of stockholders may be taken. Accordingly, the effectiveness of the stockholder approval of the corporate actions approved by the Stockholder Approval will be 20 calendar days after the date on which definitive information statement is first sent or given to the Company’s stockholders. Waivers by Holders of Outstanding Warrants Also on March 28, 2024, the Company and each holder of a Public Offering Warrant entered into a waiver and consent agreement (collectively, the “Public Offering Investor Waivers”), pursuant to which such holder agreed to waive, with respect to the transactions contemplated by the Sixth Amendment, certain limitations and prohibitions in the securities purchase agreement pursuant to which the Public Offering Warrants were issued that otherwise would have prohibited the Company from entering into Sixth Amendment and consummating the transactions contemplated thereby. In addition, pursuant to the Public Offering Investor Waivers, the holders of the Public Offering Warrants agreed to the following adjustments to the exercise price of the Public Offering Warrants then in effect (in lieu of the adjustments that would otherwise be made in accordance with the terms of the Public Offering Warrants described below) in connection with the Sixth Amendment and the transactions contemplated thereby: (i) the exercise price was reduced to $0.36 at the time the Company entered into the Sixth Amendment; (ii) if $0.36 was greater than the lowest volume weighted average price (“VWAP”) of the Company’s common stock on any trading day during the five Also on March 28, 2024, the Company and Humanitario entered into a waiver and agreement (the “Private Placement Investor Waiver” and together with the Public Offering Investors Waivers, the “Investor Waivers”)) pursuant to which, among other things, Humanitario agreed to the adjustments to the exercise price of the Private Placement Warrant then in effect as described above for the Public Offering Warrants (in lieu of the adjustments that would otherwise be made in accordance with the terms of such warrant described below) in connection with the Sixth Amendment and the transactions contemplated thereby. The lowest VWAP on any trading day during the Restricted Transaction Measuring Period was $0.3442. Accordingly, the exercise price of the Public Offering Warrants and the Private Placement Warrant (collectively, the “November 2023 Warrants”) was reduced to, and currently is, $0.3442 per share, which is subject to further adjustment in accordance with the terms of the Investor Waivers and the November 2023 Warrants. In addition, as a result of the reduction of the exercise price of the November 2023 Warrants to $0.3442 per share described above, the initial exercise price of each Demand Warrant and each New Keep Well Warrant the Company issues, in each case, if and when issued, will be $0.3442 per share, which is subject to further adjustment in accordance with the Sixth Amendment and, as applicable, the Demand Warrant and New Keep Well Warrant. Warrant Adjustment Provisions In addition to customary adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock, the exercise price of the November 2023 Warrants, the Demand Warrants and New Keep Well Warrants, and the number of shares of common stock issuable upon exercise thereof are subject to adjustment upon the occurrence of the events described below (collectively, the “Warrant Adjustment Provisions”). • Adjustment in May 2026 . On May 14, 2026, the exercise price of the warrants will be reduced to the greater of (i) $0.1584 per share and (ii) the lesser of (x) the then exercise price and (y) the lowest volume weighted average price of our common stock on any trading day during the five • Alternative Exercise Price Following Certain Issuances . If we issue or sell, or enter into any agreement to issue or sell, any common stock, common stock equivalents, or rights, warrants or options to purchase shares of our capital stock or common stock equivalents that are issuable or convertible into or exchangeable or exercisable for shares of our common stock at a price which varies or may vary with the market price of our common stock (excluding customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events), the holder will have the right, in its sole discretion, to substitute the variable price for the exercise price of its warrants. • Adjustment for Stock Combination Events . In the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock (a “Stock Combination Event”), if the Event Market Price (as defined below) is less than the exercise price of the warrants then in effect (after giving effect to customary adjustments thereto as a result of the event), then on the 16th trading day immediately following the Stock Combination Event, the exercise price of the warrants will be reduced to the Event Market Price. “Event Market Price” means, with respect to any Stock Combination Event, the quotient determined by dividing (x) the sum of the volume weighted average price of our common stock for each of the five • Adjustment Upon Restricted Investor Subsequent Placement . If at any time prior to June 20, 2027, we (1) grant, issue or sell (or enter into any agreement to grant, issue or sell) any shares of common stock, non-convertible indebtedness and/or common stock equivalents to Acuitas that results in a reduction of the exercise price in accordance with the terms of the warrants, or (2) consummate (or enter into any agreement with respect to) any other financing with Acuitas (any transaction described in clause (1) or (2), other than certain exempt issuances, a “Restricted Transaction”) and the exercise price of the warrants is greater than the lowest volume weighted average price of our common stock on any trading day during the five five • Adjustment for Dilutive Issuances . If we issue (or enter into any agreement to issue) any shares of our common stock or common stock equivalents, excluding certain exempt issuances, for a consideration per share less than the exercise price of the warrants in effect immediately prior to such issuance or deemed issuance, then the exercise price of the warrants will be reduced to an amount equal to the consideration per share at which the common stock or common stock equivalents were issued or deemed issued. • Adjustment to Number of Shares Issuable Upon Exercise . Simultaneously with any adjustment to the exercise price on or prior to June 20, 2027, the number of shares of common stock issuable upon exercise will be increased or decreased proportionally, such that the aggregate exercise price of the warrants, after taking into account the adjustment in the exercise price, will be equal to the aggregate exercise price before the adjustment in the exercise price. In the event of a fundamental transaction, as described in the November 2023 Warrants, the Demand Warrants and New Keep Well Warrants and which generally includes any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, a holder of any of the November 2023 Warrants, the Demand Warrants or New Keep Well Warrants will be entitled to receive upon exercise thereof the kind and amount of securities, cash or other property that the holder would have received had it exercised the holder’s applicable warrant immediately prior to such fundamental transaction. Additionally, as more fully described in the November 2023 Warrants, the Demand Warrants and New Keep Well Warrants, in the event of certain fundamental transactions, the holder will be entitled to receive consideration in an amount equal to the Black Scholes Value (as defined in the warrants) of the warrants on the date of consummation of such transaction. Exercise of Public Offering Warrants From March 28, 2024 through April 2, 2024, the Company received a total of $1.9 million of cash proceeds from the exercise of Public Offering Warrants by certain holders thereof for a total of 5,166,664 shares of the Company's common stock. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss | $ (27,920) | $ (51,573) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts in the financial statements and disclosed in the accompanying notes. Significant areas requiring the use of management estimates include expense accruals, accounts receivable allowances, accrued claims payable, the useful life of assets subject to depreciation and amortization, revenue recognition and shared-based compensation. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. |
Revenue Recognition and Deferred Revenue | Revenue Recognition The Company generates revenue from contracts with customers as it satisfies its performance obligations to customers and their members enrolled in our Ontrak program. The Ontrak program service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in a manner that depicts the transfer of services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised services ( i.e. , the “transaction price”). In determining the transaction price, the Company considers multiple factors, including identification of the performance obligation and the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside the Company's influence, such as the judgment and actions of third parties. Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees billed or received in advance of the delivery or completion of the services when revenue recognition criteria have not been met. Deferred revenue is recognized as our performance obligation is satisfied over the length of the Ontrak program as our services are delivered. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of salaries related to care coaches, outreach specialists and other staff directly involved in member care, healthcare provider claims payments, and fees charged by third party administrators for processing these claims. |
Commissions | Commissions |
Research and Development Costs | Research and Development Costs Research and development costs primarily include personnel and related expenses, including third-party services, for software development, engineering and information technology infrastructure development. Research and development costs are expensed as incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Property & Equipment | Property & Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as noted below. We capitalize computer software that meet both the definition of internal-use software and defined criteria for capitalization. See discussion below under "Capitalized Internal Use Software Costs" for more information. Estimated Useful Lives (years) Software 3 Computers and equipment 3 - 7 Right of use assets - finance leases 3 Leasehold improvements 5 |
Capitalized Internal Use Software Costs | Capitalized Internal Use Software Costs Costs of computer software obtained or developed for internal use are accounted for in accordance with ASC 350, Intangibles— Goodwill and Other (“ASC 350”). Certain costs in the development of our internal use software are capitalized when the preliminary project stage is completed and it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party consultants who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the Company’s internal use software solutions are also capitalized. Costs incurred for training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is carried at historical cost, not amortized, and subject to write-down, as needed, based upon an impairment analysis that we perform annually on October 1 or more frequently if an event occurs or change in circumstances indicates that the asset may be impaired. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. The implied fair value of goodwill is compared to the carrying value of goodwill as of the testing date, and an impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value, if any. The Company conducted its annual goodwill impairment test as of October 1, 2023 and determined that no impairment of goodwill existed. |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the undiscounted future cash flow attributable to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Changes in estimates of future cash flows attributable to the long-lived assets could result in a write-down of the asset in a future period. |
Debt | Debt The Company accounts for debt in accordance with ASC 470, Debt and records specific incremental costs paid to third parties in connection with the issuance of long-term debt are deferred as a direct deduction from the carrying value of the associated debt liability on its consolidated balance sheet. The deferred financing costs are amortized as interest expense over the term of the related debt using the effective interest method. The Company accounts for amendments to debt agreement in accordance with ASC 470-50, Modifications and Extinguishments to determine whether debt modification or debt extinguishment is applicable. Upon an amendment, previously capitalized debt issuance costs are expensed and included in the calculation of gain or loss on extinguishment of debt, if the Company determines that there has been a substantial modification of the related debt and extinguishment of debt applies. If the Company determines that there has not been a substantial modification of the related debt, modification of debt applies and any previously capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. |
Warrants | Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and then in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the warrant agreement. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. For equity classified warrants, no changes in fair value are recognized after the issuance date. |
Leases | Leases ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We recognize ROU lease assets and lease liabilities at lease commencement on our consolidated balance sheet based on the present value of lease payments over the lease term using a discount rate determined based on our incremental borrowing rate since the rate implicit in each lease is not readily determinable. We elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component. We also elected the hindsight practical expedient, which allows us to use hindsight in determining the lease term. We do not record an ROU asset and corresponding lease liability for leases with an initial term of 12 months or less (“short-term leases”). The terms in our leases may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Judgment is required in our assessment as to whether renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market rates, the importance of the facility and location to the Company’s operations, among others, are considered. Lease payments are made in accordance with the lease terms and lease expense, including short-term lease expense, is recognized on a straight-line basis over the lease term. |
Share-Based Compensation | Share-Based Compensation Stock Options and Restricted Stock Units – Employees and Directors Stock-based compensation for stock options and RSUs granted is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of RSU awards based on the closing stock price of our common shares on the date of grant. The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. Forfeitures are recognized as they occur. Stock Options and Warrants – Non-employees Stock-based compensation for stock options and warrants granted to non-employees is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the non-employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of non-employee stock options and warrants using the Black-Scholes option-pricing model. For options and warrants issued as compensation to non-employees for services that are fully vested and non-forfeitable at the time of issuance, the estimated value is recorded in equity and expensed when the services are performed and benefit is received. For unvested shares, the change in fair value during the period is recognized in expense using the graded vesting method. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. To date, no current income tax liability has been recorded due to the Company's accumulated net losses. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company's net deferred tax assets have been fully reserved by a valuation allowance. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable inputs (Level III). The three levels of the fair value hierarchy are described below: Level Input: Input Definition: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
Variable Interest Entities | Variable Interest Entities Generally, an entity is defined as a Variable Interest Entity (“VIE”) under current accounting rules if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business, qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly affect the economics of the VIE and has the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. The primary beneficiary assessment must be re-evaluated on an ongoing basis. As discussed under the heading Management Services Agreement (“MSA”) below, the Company has an MSA with a Texas nonprofit health organization (“TIH”) and a California Professional Corporation (“CIH”). Under the MSAs, the equity owners of TIH and CIH have only a nominal equity investment at risk, and the Company absorbs or receives a majority of the entity’s expected losses or benefits. The Company participates significantly in the design of these MSAs. The Company also agrees to provide working capital loans to allow for TIH and CIH to fund their day to day obligations. Substantially all of the activities of TIH and CIH include its decision making, approval or are conducted for its benefit, as evidenced by the facts that (i) the operations of TIH and CIH are conducted primarily using the Company's licensed network of providers and (ii) under the MSA, the Company agrees to provide and perform all non-medical management and administrative services for the entities. Payment of the Company's management fee is subordinate to payments of the obligations of TIH and CIH, and repayment of the working capital loans is not guaranteed by the equity owner of the affiliated medical group or other third party. Creditors of TIH and CIH do not have recourse to the Company's general credit. Based on the design of the entity and the lack of sufficient equity to finance its activities without additional working capital loans the Company has determined that TIH and CIH are VIEs. The Company is the primary beneficiary required to consolidate the entities as it has power and potentially significant interests in the entities. Accordingly, the Company is required to consolidate the assets, liabilities, revenues and expenses of the managed treatment centers. Management Services Agreement In April 2018, the Company executed an MSA with TIH and in July 2018, the Company executed an MSA with CIH. Under the MSAs, the Company licenses to TIH and CIH the right to use its proprietary treatment programs and related trademarks and provide all required day-to-day business management services, including, but not limited to: • general administrative support services; • information systems; • recordkeeping; • billing and collection; • obtaining and maintaining all federal, state and local licenses, certifications and regulatory permits. All clinical matters relating to the operation of TIH and CIH and the performance of clinical services through the network of providers shall be the sole and exclusive responsibility of the TIH and CIH Board free of any control or direction from the Company. TIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the medical group, provided that any capitalized costs will be amortized over a five-year period), (b) 10%-15% of the foregoing costs, and (c) any performance bonus amount, as determined by TIH at its sole discretion. The Company's management fee is subordinate to payment of the entities’ obligations. CIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the entity, provided that any capitalized costs will be amortized over a five-year period), and (b) any performance bonus, as determined by CIH at its sole discretion. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject us to a concentration of risk, include cash and accounts receivable. All of our customers are based in the United States at this time a nd we are not subject to exchange risk for accounts receivable. The Company maintains its cash in domestic financial institutions subject to insurance coverage issued by the Federal Deposit Insurance Corporation ( “ |
Recently Adopted Accounting Standards and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board ( “ FASB ” ) issued Accounting Standards Update ( “ ASU ” ) No. 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ( “ ASU 2021-08 ” ), which improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 - Revenue from Contracts with Customers. The amendments in ASU 2021-08, however, do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with Topic 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The adoption of ASU 2021-08 on January 1, 2023 did not have a material effect on our consolidated financial statements. In October 2020, the FASB issued ASU No. 2020-10, “ Codification Improvements ” ( “ ASU 2020-10 ” ), which includes amendments to improve consistency of disclosures by ensuring that all guidance that require disclosures or provides an option for an entity to provide information in the notes to the financial statement is codified in the disclosure section of the codification. ASU 2020-10 is effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-10 is effective for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022. The adoption of ASU 2020-10 on January 1, 2023 did not have a material effect on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires recognition of an estimate of lifetime expected credit losses as an allowance. For companies eligible to be smaller reporting company as defined by the SEC, ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The adoption of ASU 2016-13 on January 1, 2023 did not have a material effect on our consolidated financial statements. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ” ( “ ASU 2023-09 ” ), related to income tax disclosures. The amendments in ASU 2023-09 are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is currently evaluating the impact of adoption of ASU 2023-09 on its consolidated financial statements and related footnote disclosures. In November 2023, the FASB issued ASU No. 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ” ( “ ASU 2023-07 ” ), related to the disclosure of incremental segment information on an annual and interim basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adoption of ASU 2023-07 on its consolidated financial statements and related footnote disclosures. In October 2023, the FASB issued ASU No. 2023-06, “ Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative ” ( “ ASU 2023-06 ” ), related to disclosure or presentation requirements for various subtopics in the FASB’s Accounting Standards Codification (“Codification”). The amendments in ASU 2023-06 are intended to align the requirements in the Codification with the U.S. Securities and Exchange Commission's (“SEC”) regulations and facilitate the application of GAAP for all entities. The effective date for each amendment is the date on which the SEC removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or if the SEC has not removed the requirements by June 30, 2027, this amendment will be removed from the Codification and will not become effective for any entity. Early adoption is prohibited. The Company is currently evaluating the impact of adoption of ASU 2023-06 on its consolidated financial statements and related footnote disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Estimated Useful Lives (years) Software 3 Computers and equipment 3 - 7 Right of use assets - finance leases 3 Leasehold improvements 5 Property and equipment consisted of the following (in thousands): December 31, 2023 2022 Software $ 4,575 $ 6,882 Computers and equipment 416 466 ROU assets - finance lease 300 375 Leasehold improvements — 17 Software development in progress 59 — Subtotal 5,350 7,740 Less: Accumulated depreciation and amortization (4,437) (5,242) Property and equipment, net $ 913 $ 2,498 |
Schedule of fair value measurements by level | The following tables summarize fair value measurements by level at December 31, 2023 and 2022, respectively, for assets and liabilities measured at fair value on a recurring basis (in thousands): Balance at December 31, 2023 Level I Level II Level III Total Contingent consideration (1) $ — $ — $ 64 $ 64 Warrant liabilities (2) — — 8 8 Total liabilities $ — $ — $ 72 $ 72 Balance at December 31, 2022 Level I Level II Level III Total Letter of credit (3) $ 204 $ — $ — $ 204 Total assets $ 204 $ — $ — $ 204 Contingent consideration (1) $ — $ — $ 64 $ 64 Warrant liabilities (2) — — 43 43 Total liabilities $ — $ — $ 107 $ 107 ___________________ (1) Included in "Other accrued liabilities" on our consolidated balance sheets as of December 31, 2023 and 2022. (2) Relates to Ticking Warrant issued in connection with the Eight Amendment to the 2024 Notes executed on March 8, 2022, as discussed in Note 9 below, and included in "Other accrued liabilities" on our consolidated balance sheet as of December 31, 2023 and 2022. |
Schedule of fair value measurements using significant Level III inputs | The fair value measurements using significant Level III inputs, and changes therein, was as follows (in thousands): Level III Balance as of December 31, 2021 $ 357 Settlement of contingent consideration (293) Balance as of December 31, 2022 $ 64 Balance as of December 31, 2023 $ 64 Level III Balance as of December 31, 2021 $ — Warrants issued - Ticking Warrants 176 Gain on change in fair value of warrant liabilities (133) Balance as of December 31, 2022 $ 43 Gain on change in fair value of warrant liabilities (35) Balance as of Balance as of December 31, 2023 $ 8 |
Schedule of warranty liability assumptions | The assumptions used in the Black-Scholes option-pricing model were determined as follows: Year Ended December 31, 2023 2022 Volatility 100.00 % 100.00 % Risk-free interest rate 4.01 % 4.22 % Weighted average expected life (in years) 2.77 3.79 Dividend yield 0 % 0 % The assumptions used in the Black-Scholes warrant-pricing model were determined as follows: Year Ended December 31, 2023 2022 Volatility 100% - 109% 100% Risk-free interest rate 3.90% - 4.82% 3.46% - 3.50% Expected life (in years) 3.83 - 5.00 5.00 Dividend yield 0 % 0 % |
Schedule of VIEs | The Company's consolidated balance sheets included the following assets and liabilities from its VIEs (in thousands): December 31, 2023 2022 Cash $ 1,433 $ 686 Accounts receivable — 381 Unbilled accounts receivable 85 90 Prepaid and other current assets 45 116 Total assets $ 1,563 $ 1,273 Accounts payable $ — $ — Accrued liabilities 52 119 Deferred revenue 64 52 Payables to Ontrak 2,281 1,602 Total liabilities $ 2,397 $ 1,773 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash | The following table provides a reconciliation of cash and restricted cash total as presented in the consolidated statements of cash flows for the periods presented (in thousands): December 31, 2023 2022 Cash $ 9,701 $ 5,032 Restricted cash - current: Dividend payments on preferred stock (1) $ — $ 4,477 Subtotal - Restricted cash - current — 4,477 Restricted cash - long term: Letter of credit (2) $ — $ 204 Subtotal - Restricted cash - long term — 204 Cash and restricted cash $ 9,701 $ 9,713 ____________ (1) As of December 31, 2022, the amount represented the cash balance that was remaining in an account funded with a portion of the proceeds from the sale of the Series A Preferred Stock for the payment of dividends thereon until August 2022. The use of such funds for the payment of such dividends was subject to compliance with applicable laws. In April 2023, the Company’s board of directors determined that the use of such funds for other corporate purposes was in the best interests of the Company and its common stockholders after considering its fiduciary duties to the Company’s common stockholders. Therefore, the amount was classified as unrestricted cash in April 2023. (2) The letter of credit ("LOC") was required under the terms of the lease for our Santa Monica, California office. In accordance with the lease termination agreement entered into on February 16, 2023 (as discussed in Note 11below), the LOC was cancelled on June 16, 2023. |
Schedule of restricted cash | The following table provides a reconciliation of cash and restricted cash total as presented in the consolidated statements of cash flows for the periods presented (in thousands): December 31, 2023 2022 Cash $ 9,701 $ 5,032 Restricted cash - current: Dividend payments on preferred stock (1) $ — $ 4,477 Subtotal - Restricted cash - current — 4,477 Restricted cash - long term: Letter of credit (2) $ — $ 204 Subtotal - Restricted cash - long term — 204 Cash and restricted cash $ 9,701 $ 9,713 ____________ (1) As of December 31, 2022, the amount represented the cash balance that was remaining in an account funded with a portion of the proceeds from the sale of the Series A Preferred Stock for the payment of dividends thereon until August 2022. The use of such funds for the payment of such dividends was subject to compliance with applicable laws. In April 2023, the Company’s board of directors determined that the use of such funds for other corporate purposes was in the best interests of the Company and its common stockholders after considering its fiduciary duties to the Company’s common stockholders. Therefore, the amount was classified as unrestricted cash in April 2023. (2) The letter of credit ("LOC") was required under the terms of the lease for our Santa Monica, California office. In accordance with the lease termination agreement entered into on February 16, 2023 (as discussed in Note 11below), the LOC was cancelled on June 16, 2023. |
Accounts Receivable and Reven_2
Accounts Receivable and Revenue Concentration (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of concentration of risk | The following table is a summary of concentration of credit risk by customer revenue as a percentage of our total revenue: Year Ended December 31, Percentage of Revenue 2023 2022 Customer A 55.6 % 31.6 % Customer B 33.8 47.1 Customer C 3.1 13.4 Remaining Customers 7.5 7.9 Total 100.0 % 100.0 % At December 31, Percentage of Accounts Receivable 2022 Customer A 39.1 % Customer B 35.7 Customer D 20.3 Remaining customers 4.9 Total 100.0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Estimated Useful Lives (years) Software 3 Computers and equipment 3 - 7 Right of use assets - finance leases 3 Leasehold improvements 5 Property and equipment consisted of the following (in thousands): December 31, 2023 2022 Software $ 4,575 $ 6,882 Computers and equipment 416 466 ROU assets - finance lease 300 375 Leasehold improvements — 17 Software development in progress 59 — Subtotal 5,350 7,740 Less: Accumulated depreciation and amortization (4,437) (5,242) Property and equipment, net $ 913 $ 2,498 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The following table sets forth amounts recorded for intangible assets subject to amortization (in thousands): At December 31, 2023 At December 31, 2022 Weighted Average Estimated Useful Life (years) Gross Value Accumulated Amortization Net Carrying Value Gross Value Accumulated Amortization Net Carrying Value Acquired software technology 3 $ 3,500 $ (3,500) $ — $ 3,500 $ (2,528) $ 972 Customer relationships 5 270 (171) 99 270 (117) 153 Total $ 3,770 $ (3,671) $ 99 $ 3,770 $ (2,645) $ 1,125 |
Schedule of estimated future amortization expense for intangible assets | At December 31, 2023, estimated amortization expense for intangible assets for each year thereafter was as follows (in thousands): 2024 $ 54 2025 45 Total $ 99 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Basic and diluted net loss per common share were as follows (in thousands, except per share amounts): Year Ended December 31, 2023 2022 Net loss $ (27,920) $ (51,573) Dividends on preferred stock - declared and undeclared (8,954) (8,954) Net loss attributable to common stockholders $ (36,874) $ (60,527) Weighted-average shares of common stock outstanding 11,159 3,877 Net loss per common share - basic and diluted $ (3.30) $ (15.61) |
Schedule of shares excluded from calculation of diluted earnings per share | The following common equivalent shares issuable upon the exercise of stock options and warrants have been excluded from the calculation of diluted earnings per common share as their effect was anti-dilutive: December 31, 2023 2022 Warrants to purchase common stock 91,878,134 262,713 Options to purchase common stock 1,162,109 815,970 Total shares excluded from net loss per share 93,040,243 1,078,683 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of carrying amounts of debt | The net carrying amounts of the liability components consists of the following (in thousands): At December 31, 2023 2022 Principal $ 2,057 $ 11,553 Less: debt discount (590) (1,488) Net carrying amount $ 1,467 $ 10,065 |
Schedule of interest expense recognized | The following table presents the interest expense recognized related to the Company's borrowings under the Keep Well Agreement and the 2024 Notes (as defined below) (in thousands): Year Ended December 31, 2023 2022 Contractual interest expense $ 3,753 $ 2,817 Accretion of debt discount 3,385 1,075 Total $ 7,138 $ 3,892 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of assumptions used in the Black-Scholes option-pricing model | The assumptions used in the Black-Scholes option-pricing model were determined as follows: Year Ended December 31, 2023 2022 Volatility 101.00% - 109.00% 88.00% - 101.00% Risk-free interest rate 3.36% - 4.18% 1.04% - 3.92% Expected life (in years) 3.76 - 4.66 2.67 - 4.66 Dividend yield 0 % 0 % |
Schedule of stock option activity | A summary of stock option activity for employee and director grants was as follows: Number of Weighted- Outstanding at December 31, 2022 815,970 $ 18.54 Granted 600,813 2.70 Forfeited (254,674) 35.51 Outstanding at December 31, 2023 1,162,109 6.63 Options vested and exercisable at December 31, 2023 440,551 $ 13.04 |
Schedule of restricted stock units activity | The following table summarizes our RSU award activity issued under the 2017 Plan: Restricted Stock Units Weighted- Non-vested at December 31, 2022 241,596 $ 12.92 Granted — — Vested and distributed (119,154) 11.02 Forfeited (1,805) 128.00 Non-vested at December 31, 2023 120,637 13.06 |
Schedule of warrant activity | A summary of warrants activity was as follows: Number of Warrants Weighted Average Outstanding as of December 31, 2022 262,713 $ 3.06 Granted 115,856,686 0.62 Exercised (1,875,534) 0.00 Outstanding as of December 31, 2023 114,243,865 0.63 Warrants exercisable as of December 31, 2023 114,243,865 0.63 |
Schedule of warranty liability assumptions | The assumptions used in the Black-Scholes option-pricing model were determined as follows: Year Ended December 31, 2023 2022 Volatility 100.00 % 100.00 % Risk-free interest rate 4.01 % 4.22 % Weighted average expected life (in years) 2.77 3.79 Dividend yield 0 % 0 % The assumptions used in the Black-Scholes warrant-pricing model were determined as follows: Year Ended December 31, 2023 2022 Volatility 100% - 109% 100% Risk-free interest rate 3.90% - 4.82% 3.46% - 3.50% Expected life (in years) 3.83 - 5.00 5.00 Dividend yield 0 % 0 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of quantitative information for operating leases | Quantitative information for our leases was as follows (in thousands): December 31, Consolidated Balance Sheets Balance Sheet Classification 2023 2022 Assets Operating lease assets “Operating lease right-of-use-assets” $ 195 $ 632 Finance lease assets “Property and equipment, net” — 66 Total lease assets $ 195 $ 698 Liabilities Current Operating lease liabilities “Current portion of operating lease liabilities” $ 56 $ 653 Finance lease liabilities “Other accrued liabilities” — 136 Non-current Operating lease liabilities “Long-term operating lease liabilities” 166 546 Total lease liabilities $ 222 $ 1,335 Year Ended December 31, Consolidated Statements of Operations 2023 2022 Operating lease expense $ 159 $ 448 Short-term lease rent expense 3 7 Variable lease expense 23 31 Operating sublease income (64) (225) Total rent expense, net $ 121 $ 261 Finance lease expense: Amortization of leased assets $ 66 $ 120 Interest on lease liabilities 4 19 Total $ 70 $ 139 Year Ended December 31, Consolidated Statements of Cash Flows 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating lease $ 222 $ 757 Financing cash flows from finance leases 134 282 Other Cash received for operating sublease $ 97 $ 257 December 31, Other Information 2023 2022 Weighted-average remaining lease term (years) Operating lease 3.2 2.5 Financing leases — 0.7 Weighted-average discount rate (%) Operating lease 16.25 % 12.56 % Finance leases 15.15 % 12.92 % |
Schedule of maturities of the operating lease liabilities | The following table sets forth maturities of our lease liabilities (in thousands): Operating Leases December 31, 2023 2024 $ 88 2025 90 2026 93 2027 16 Total lease payments 287 Less: imputed interest (65) Present value of lease liabilities 222 Less: current portion (56) Lease liabilities, non-current $ 166 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax benefit (expense) | The components of our income tax benefit (expense) consisted of the following (in thousands): Year Ended December 31, 2023 2022 Current: State $ 80 $ (88) Total current taxes 80 (88) Income tax benefit (expense) $ 80 $ (88) |
Schedule net deferred tax assets and liabilities | Net deferred tax assets and liabilities were as follows (in thousands): Year Ended December 31, 2023 2022 Net operating losses $ 52,530 $ 46,301 Stock-based compensation 2,286 1,877 Interest expense 7,131 5,770 Accrued liabilities and reserves (118) 82 Fixed assets 227 46 Lease liabilities 57 (176) Other temporary differences 3,132 2,010 Deferred commission (36) (40) Prepaid expenses 12 13 Right-of-use assets (50) 336 Valuation allowance (65,171) (56,219) Net deferred tax asset $ — $ — |
Schedule of reconciliation of the effective income tax rate | A reconciliation between the statutory federal income tax rate and the effective income tax rate for the years presented was as follows: Year Ended December 31, 2023 2022 Tax at federal statutory rate 21.0 % 21.0 % Stock-based compensation (0.6) (5.1) Section 162(m) — — Change in federal valuation allowance (20.0) (16.1) Reduction in federal NOL carryforward DTA due to 382 study results — — Other (0.1) — Effective tax rate 0.3 % (0.2) % |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 02, 2024 USD ($) shares | Nov. 14, 2023 USD ($) | Jul. 27, 2023 | Feb. 28, 2023 | Dec. 31, 2023 USD ($) reportingUnit segment shares | Dec. 31, 2022 USD ($) | Apr. 16, 2024 USD ($) | Apr. 05, 2024 USD ($) | Mar. 28, 2024 USD ($) | Feb. 12, 2024 $ / shares | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | |||||||||||
Number of operating segments | segment | 1 | ||||||||||
Cash and restricted cash | $ 9,701 | $ 9,713 | $ 65,946 | ||||||||
Working capital | 8,800 | ||||||||||
Cash burn rate | 1,300 | ||||||||||
Principal outstanding | 2,057 | 11,553 | |||||||||
Proceeds from Keep Well Notes | 8,000 | 11,000 | |||||||||
Reverse stock split ratio | 0.17 | ||||||||||
Amortization of deferred commission costs | $ 400 | 700 | |||||||||
Software useful life | 3 years | ||||||||||
Number of reporting units | reportingUnit | 1 | ||||||||||
Goodwill impairment loss | $ 0 | ||||||||||
Gain related to change in the fair value of warrant liabilities | $ 35 | 133 | |||||||||
TIH | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Capitalized costs amortization period | 5 years | ||||||||||
CIH | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Capitalized costs amortization period | 5 years | ||||||||||
LifeDojo Inc. | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Contingent consideration | $ 100 | $ 100 | |||||||||
Contingent consideration (in shares) | shares | 7,428 | ||||||||||
Initial Contracts | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Capitalized costs amortization period | 6 years | ||||||||||
Member Enrollments | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Capitalized costs amortization period | 9 months | ||||||||||
Minimum | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Reverse stock split ratio | 0.25 | ||||||||||
Minimum | TIH | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Foregoing costs, percent | 10% | ||||||||||
Maximum | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Reverse stock split ratio | 0.17 | ||||||||||
Maximum | TIH | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Foregoing costs, percent | 15% | ||||||||||
Forecast | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Sale of stock, share issuance threshold, minimum (in dollars per share) | $ / shares | $ 0.60 | ||||||||||
Subsequent event | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Proceeds from exercise of warrants | $ 1,900 | ||||||||||
Stock issued relating to warrants exercised (in shares) | shares | 5,166,664 | ||||||||||
Public Offering | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Sale of stock, net proceeds | $ 5,300 | ||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Principal outstanding | 7,000 | $ 2,100 | |||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Subsequent event | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt outstanding | $ 3,700 | ||||||||||
Outstanding debt payable on demand | $ 1,500 | ||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Keep Well Notes, Fourth Amendment | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Proceeds from Keep Well Notes | 6,000 | ||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Keep Well Notes, Fifth Amendment | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt applied toward purchase price of securities | $ 5,000 | ||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Keep Well Notes, Sixth Amendment | Convertible Debt | Subsequent event | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Principal amount of notes | $ 1,500 | ||||||||||
Maximum additional principal amount of notes to be issued | $ 13,500 | ||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Keep Well Notes, Sixth Amendment | Convertible Debt | Subsequent event | Maximum | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Principal amount of notes | $ 15,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Life of Property & Equipment (Details) | Dec. 31, 2023 |
Software | |
Property, Plant and Equipment [Line Items] | |
Property & equipment, useful life | 3 years |
Computers and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property & equipment, useful life | 3 years |
Computers and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property & equipment, useful life | 7 years |
Right of use assets - finance leases | |
Property, Plant and Equipment [Line Items] | |
Property & equipment, useful life | 3 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property & equipment, useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fair Value, Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 204 | |
Contingent consideration | $ 64 | 64 |
Warrant liabilities | 8 | 43 |
Total liabilities | 72 | 107 |
Letter of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | 204 | |
Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 204 | |
Contingent consideration | 0 | 0 |
Warrant liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Level I | Letter of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | 204 | |
Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Contingent consideration | 0 | 0 |
Warrant liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Level II | Letter of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | 0 | |
Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Contingent consideration | 64 | 64 |
Warrant liabilities | 8 | 43 |
Total liabilities | $ 72 | 107 |
Level III | Letter of credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Letter of credit | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Fair Value Measurements Using Significant Level III Inputs (Details) - Level III - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 64 | $ 357 |
Settlement of contingent consideration | (293) | |
Ending balance | 64 | 64 |
Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 43 | 0 |
Warrants issued - Ticking Warrants | 176 | |
Gain on change in fair value of warrant liabilities | (35) | (133) |
Ending balance | $ 8 | $ 43 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Fair Value Assumptions, Warrant Liabilities (Details) | Dec. 31, 2023 year | Dec. 31, 2022 year |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability assumptions | 1 | 1 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability assumptions | 0.0401 | 0.0422 |
Weighted average expected life (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability assumptions | 2.77 | 3.79 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability assumptions | 0 | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of VIE Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Cash | $ 9,701 | $ 5,032 |
Prepaid expenses and other current assets | 2,743 | 3,168 |
Total assets | 19,846 | 25,757 |
Accounts payable | 563 | 1,927 |
Deferred revenue | 97 | 326 |
Total liabilities | 5,575 | 20,080 |
VIE, Primary beneficiary | ||
Variable Interest Entity [Line Items] | ||
Cash | 1,433 | 686 |
Accounts receivable | 0 | 381 |
Unbilled accounts receivable | 85 | 90 |
Prepaid expenses and other current assets | 45 | 116 |
Total assets | 1,563 | 1,273 |
Accounts payable | 0 | 0 |
Accrued liabilities | 52 | 119 |
Deferred revenue | 64 | 52 |
Payables to Ontrak | 2,281 | 1,602 |
Total liabilities | $ 2,397 | $ 1,773 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Cash | $ 9,701 | $ 5,032 | |
Restricted cash - current | 0 | 4,477 | |
Restricted cash - long-term | 0 | 204 | |
Cash and restricted cash | 9,701 | 9,713 | $ 65,946 |
Dividend payments on preferred stock | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash - current | 0 | 4,477 | |
Letter of credit | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash - long-term | $ 0 | $ 204 |
Accounts Receivable and Reven_3
Accounts Receivable and Revenue Concentration - Concentration of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 100% | 100% |
Revenue | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 55.60% | 31.60% |
Revenue | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 33.80% | 47.10% |
Revenue | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 3.10% | 13.40% |
Revenue | Remaining customers | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 7.50% | 7.90% |
Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 100% | |
Accounts Receivable | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 39.10% | |
Accounts Receivable | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 35.70% | |
Accounts Receivable | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 20.30% | |
Accounts Receivable | Remaining customers | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 4.90% |
Accounts Receivable and Reven_4
Accounts Receivable and Revenue Concentration - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Accounts receivable | $ 0 | |
Bad debt expense | 531 | $ 0 |
Revenue | 12,743 | 14,514 |
Insurance Settlements, Claims Filed, Amount | 3,100 | |
Decrease in other receivable due to payment by insurer to third parties | 567 | (480) |
Decrease in other accrued liabilities due to payment by insurer to third parties | 668 | $ 1,558 |
Insurance claim receivable | 400 | |
Accrued insurance | 400 | |
Insurance Settlement | ||
Concentration Risk [Line Items] | ||
Decrease in other receivable due to payment by insurer to third parties | 2,700 | |
Decrease in other accrued liabilities due to payment by insurer to third parties | $ 2,700 | |
Revenue | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 100% | 100% |
Health Plan Customer, Cancelled Services | Revenue | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Revenue | $ 4,300 | |
Concentration risk percentage | 33.80% |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,350 | $ 7,740 |
Less: Accumulated depreciation and amortization | (4,437) | (5,242) |
Property and equipment, net | 913 | 2,498 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,575 | 6,882 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 416 | 466 |
Right of use assets - finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 300 | 375 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 17 |
Software development in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 59 | $ 0 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 1.9 | $ 2.6 |
Capitalized internal use software costs | 0.3 | 1.3 |
Amortization expense related to capitalized internal use software costs | $ 1.7 | $ 2.4 |
Restructuring, Severance and _2
Restructuring, Severance and Related Costs (Details) - Termination benefits - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2023 | Mar. 31, 2023 | Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Positions eliminated | 19% | ||||
Restructuring costs | $ 0.5 | ||||
Restructuring costs paid | $ 0.5 | ||||
Restructuring reserve | $ 0 | ||||
Workforce reduction plan 2022 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Positions eliminated | 34% | ||||
Restructuring costs | $ 0.9 | ||||
Restructuring costs paid | $ 0.1 | 0.8 | |||
Restructuring costs incurred to date | 0.9 | ||||
Restructuring reserve | $ 0.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 5,713 | $ 5,713 |
Amortization of intangible assets | $ 1,000 | $ 1,200 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 3,770 | $ 3,770 |
Accumulated Amortization | (3,671) | (2,645) |
Total | $ 99 | 1,125 |
Acquired software technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Estimated Useful Life (years) | 3 years | |
Gross Value | $ 3,500 | 3,500 |
Accumulated Amortization | (3,500) | (2,528) |
Total | $ 0 | 972 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Estimated Useful Life (years) | 5 years | |
Gross Value | $ 270 | 270 |
Accumulated Amortization | (171) | (117) |
Total | $ 99 | $ 153 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 54 | |
2025 | 45 | |
Total | $ 99 | $ 1,125 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (27,920) | $ (51,573) |
Dividends on preferred stock - declared and undeclared | (8,954) | (8,954) |
Net loss attributable to common stockholders | (36,874) | (60,527) |
Net loss attributable to common stockholders | $ (36,874) | $ (60,527) |
Weighted-average common shares outstanding, basic (in shares) | 11,159 | 3,877 |
Weighted-average common shares outstanding, diluted (in shares) | 11,159 | 3,877 |
Net loss per common share, basic (in dollars per share) | $ (3.30) | $ (15.61) |
Net loss per common share, diluted (in dollars per share) | $ (3.30) | $ (15.61) |
Common Stock and Preferred St_4
Common Stock and Preferred Stock - Antidilutive shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 93,040,243 | 1,078,683 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 91,878,134 | 262,713 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net loss per share (in shares) | 1,162,109 | 815,970 |
Common Stock and Preferred St_5
Common Stock and Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 20, 2023 shares | Nov. 14, 2023 USD ($) $ / shares shares | Sep. 02, 2022 $ / shares shares | Aug. 04, 2022 USD ($) $ / shares shares | Feb. 28, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2020 director $ / shares shares | Sep. 01, 2023 $ / shares | Mar. 06, 2023 $ / shares shares | Feb. 20, 2023 $ / shares | Jan. 05, 2023 $ / shares shares | |
Class of Stock [Line Items] | ||||||||||||
Shares issuable upon exercise of warrants included in common stock outstanding (in shares) | 22,365,731 | |||||||||||
Proceeds from offering | $ | $ 6,299 | |||||||||||
Stock issuance fees and expenses | $ | $ 0 | $ 706 | ||||||||||
Preferred stock, voting rights, number of directors able to elect | director | 2 | |||||||||||
Series A Cumulative Perpetual Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued, net (in shares) | 3,770,265 | |||||||||||
Preferred stock, dividend rate | 9.50% | 9.50% | ||||||||||
Preferred stock, redemption price (in dollars per share) | $ / shares | $ 25 | |||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | |||||||||||
Preferred Stock, liquidation preference, per annum (in dollars per share) | $ / shares | 2.375 | |||||||||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.593750 | |||||||||||
Preferred stock, undeclared dividends | $ | $ 16,400 | |||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, shares issued (in shares) | 739,645 | 2,038,133 | ||||||||||
Stock that can be purchased with warrants (in shares) | 1,301,775 | 1,775,148 | 8,888,889 | 473,373 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.69 | $ 0.45 | $ 0.92 | $ 0.45 | $ 0.45 | $ 1.69 | ||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fifth Amendment | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, shares issued (in shares) | 9,027,395 | |||||||||||
Stock issued upon note conversion (in shares) | 18,054,791 | |||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Effect of Reverse Stock Split | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, shares issued (in shares) | 123,275 | 339,689 | ||||||||||
Stock that can be purchased with warrants (in shares) | 295,860 | 1,481,482 | 78,896 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.70 | $ 0.92 | $ 0.92 | |||||||||
Certain Institutional Investors | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, shares issued (in shares) | 5,000,000 | |||||||||||
Sale of stock, price (in dollars per share) | $ / shares | $ 0.80 | |||||||||||
Sale of stock, net proceeds | $ | $ 3,300 | |||||||||||
Stock issuance fees and expenses | $ | $ 700 | |||||||||||
Certain Institutional Investors | Effect of Reverse Stock Split | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, shares issued (in shares) | 833,333 | |||||||||||
Public Offering Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.85 | |||||||||||
Public Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, shares issued (in shares) | 4,592,068 | |||||||||||
Sale of stock, price (in dollars per share) | $ / shares | $ 0.60 | |||||||||||
Proceeds from offering | $ | $ 6,300 | |||||||||||
Sale of stock, net proceeds | $ | 5,300 | |||||||||||
Stock issuance fees and expenses | $ | $ 1,000 | |||||||||||
Public Offering | Public Offering Pre-Funded Warrants and Public Offering Pre-Funded Accompanying Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant, offering price (in dollars per share) | $ / shares | $ 0.5999 | |||||||||||
Public Offering | Public Offering Pre-Funded Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued (in shares) | 5,907,932 | |||||||||||
Stock that can be purchased with warrants (in shares) | 5,907,932 | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Public Offering | Public Offering Pre-Funded Accompanying Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued (in shares) | 11,815,864 | |||||||||||
Stock that can be purchased with warrants (in shares) | 11,815,864 |
Debt - Keep Well Agreement (Det
Debt - Keep Well Agreement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 20, 2023 $ / shares shares | Nov. 14, 2023 USD ($) $ / shares shares | Oct. 31, 2023 USD ($) warrant $ / shares shares | Sep. 07, 2023 USD ($) | Jun. 26, 2023 USD ($) | Jun. 23, 2023 USD ($) $ / shares | Mar. 06, 2023 USD ($) $ / shares shares | Jan. 05, 2023 USD ($) $ / shares shares | Sep. 02, 2022 $ / shares shares | Aug. 29, 2022 shares | Apr. 15, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Feb. 28, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Sep. 07, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Nov. 09, 2023 USD ($) | Sep. 01, 2023 $ / shares | Aug. 03, 2023 $ / shares | Feb. 21, 2023 director | Feb. 20, 2023 $ / shares | Nov. 19, 2022 USD ($) | Aug. 12, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from Keep Well Notes | $ 8,000 | $ 11,000 | |||||||||||||||||||||||
Proceeds from Keep Well Agreement held in escrow | 6,000 | 0 | |||||||||||||||||||||||
Proceeds from offering | 6,299 | ||||||||||||||||||||||||
Stock issuance fees and expenses | 0 | 706 | |||||||||||||||||||||||
Restricted cash | 0 | 4,477 | |||||||||||||||||||||||
Unrestricted cash | 9,701 | 5,032 | |||||||||||||||||||||||
Write-off of debt issuance costs related to cancelled Keep Well Notes in Private Placement | 1,522 | 0 | |||||||||||||||||||||||
Notes conversion amount | 16,249 | 0 | |||||||||||||||||||||||
Write-off of debt issuance costs related to conversion of Keep Well Notes | 3,654 | 0 | |||||||||||||||||||||||
Losses on extinguishments of debt with related party | 4,494 | 0 | |||||||||||||||||||||||
Principal outstanding | 2,057 | 11,553 | |||||||||||||||||||||||
Repayments of debt | 0 | 39,194 | |||||||||||||||||||||||
Interest expense | 7,138 | 3,892 | |||||||||||||||||||||||
Write-off of debt issuance costs | 0 | $ 3,334 | |||||||||||||||||||||||
Public Offering Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.85 | ||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||
Public Offering | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Sale of stock, shares issued (in shares) | shares | 4,592,068 | ||||||||||||||||||||||||
Sale of stock, price (in dollars per share) | $ / shares | $ 0.60 | ||||||||||||||||||||||||
Proceeds from offering | $ 6,300 | ||||||||||||||||||||||||
Sale of stock, net proceeds | 5,300 | ||||||||||||||||||||||||
Stock issuance fees and expenses | $ 1,000 | ||||||||||||||||||||||||
Public Offering | Public Offering Accompanying Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Stock that can be purchased with warrants (in shares) | shares | 9,184,136 | ||||||||||||||||||||||||
Warrants issued (in shares) | shares | 9,184,136 | ||||||||||||||||||||||||
Public Offering | Public Offering Pre-Funded Warrants and Public Offering Pre-Funded Accompanying Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Warrant, offering price (in dollars per share) | $ / shares | $ 0.5999 | ||||||||||||||||||||||||
Public Offering | Public Offering Pre-Funded Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Stock that can be purchased with warrants (in shares) | shares | 5,907,932 | ||||||||||||||||||||||||
Warrants issued (in shares) | shares | 5,907,932 | ||||||||||||||||||||||||
Public Offering | Public Offering Pre-Funded Accompanying Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Stock that can be purchased with warrants (in shares) | shares | 11,815,864 | ||||||||||||||||||||||||
Warrants issued (in shares) | shares | 11,815,864 | ||||||||||||||||||||||||
Private Placement | Private Placement Pre-Funded Warrants and Private Placement Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Stock issuance fees and expenses | $ 400 | ||||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Related party debt, available amount | $ 25,000 | ||||||||||||||||||||||||
Warrant coverage, covenant, percentage of amount borrowed | 20% | 20% | |||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.45 | $ 1.69 | $ 1.69 | $ 0.45 | $ 0.92 | $ 0.45 | |||||||||||||||||||
Related party, commitment shares (in shares) | shares | 739,645 | 739,645 | |||||||||||||||||||||||
Covenant, recurring revenue minimum | $ 11,000 | $ 11,000 | $ 15,000 | ||||||||||||||||||||||
Potential exercise price (in dollars per share) | $ / shares | $ 0.15 | $ 0.15 | |||||||||||||||||||||||
Available borrowing capacity | $ 10,700 | ||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | ||||||||||||||||||||||
Shares issued for warrants, amount converted, multiplier | 100% | ||||||||||||||||||||||||
Stock that can be purchased with warrants (in shares) | shares | 8,888,889 | 473,373 | 1,301,775 | 1,775,148 | |||||||||||||||||||||
Potential warrants (in shares) | shares | 33,333,333 | ||||||||||||||||||||||||
Additional warrants (in shares) | shares | 31,558,185 | ||||||||||||||||||||||||
Warrant exercise price, volume-weighted average price threshold, trading days | 5 days | ||||||||||||||||||||||||
Debt discount costs | 40 | $ 200 | |||||||||||||||||||||||
Sale of stock, shares issued (in shares) | shares | 739,645 | 2,038,133 | |||||||||||||||||||||||
Percent of total common stock outstanding, maximum | 90% | ||||||||||||||||||||||||
Consideration to be received for private placement of warrants | 11,000 | ||||||||||||||||||||||||
Reduction to notes as consideration for private placement of warrants | $ 2,000 | ||||||||||||||||||||||||
Number of private placement warrants to be sold with each private placement pre-funded warrants (in warrants) | warrant | 2 | ||||||||||||||||||||||||
Number of shares of common stock exercisable for each warrant (in shares) | shares | 1 | ||||||||||||||||||||||||
Share issuance, threshold period from funding date | 180 days | ||||||||||||||||||||||||
Covenant, liquidity minimum | $ 5,000 | ||||||||||||||||||||||||
Losses on extinguishments of debt with related party | 2,300 | $ 2,200 | |||||||||||||||||||||||
Debt issuance costs | $ 300 | ||||||||||||||||||||||||
Legal costs | $ 40 | ||||||||||||||||||||||||
Principal outstanding | 7,000 | 2,100 | |||||||||||||||||||||||
Accrued paid-in-kind interest | $ 100 | ||||||||||||||||||||||||
Effective weighted average interest rate | 20.79% | ||||||||||||||||||||||||
Percent of capital stock, threshold | 50% | ||||||||||||||||||||||||
Minimum number of independent directors | director | 3 | ||||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Second Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Available borrowing capacity | 6,000 | $ 14,000 | |||||||||||||||||||||||
Proceeds from Keep Well Notes | $ 4,000 | $ 4,000 | |||||||||||||||||||||||
Proceeds from Keep Well Agreement held in escrow | $ 2,000 | $ 4,000 | |||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fourth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Available borrowing capacity | 6,000 | ||||||||||||||||||||||||
Proceeds from Keep Well Notes | 6,000 | ||||||||||||||||||||||||
Proceeds from Keep Well Agreement held in escrow | $ 2,000 | $ 4,000 | $ 6,000 | ||||||||||||||||||||||
Qualified cash threshold (less than) | 1,000 | ||||||||||||||||||||||||
Qualified cash, withdrawal amount | 1,000 | ||||||||||||||||||||||||
Qualified financing threshold | $ 10,000 | ||||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fifth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Qualified financing threshold | 8,000 | ||||||||||||||||||||||||
Sale of stock, shares issued (in shares) | shares | 9,027,395 | ||||||||||||||||||||||||
Reduction to conversion amount | $ 7,000 | ||||||||||||||||||||||||
Remaining term of debt from closing date of offering that constitutes a Qualified Financing | 2 years 6 months | ||||||||||||||||||||||||
Maximum common stock permitted to be issued without approval as a percent of total common stock outstanding | 19.99% | ||||||||||||||||||||||||
Debt cancelled | 5,000 | ||||||||||||||||||||||||
Notes conversion amount | $ 16,200 | ||||||||||||||||||||||||
Stock issued upon note conversion (in shares) | shares | 18,054,791 | ||||||||||||||||||||||||
Write-off of debt issuance costs related to conversion of Keep Well Notes | $ 3,700 | ||||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fifth Amendment | Reclassification | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Restricted cash | (6,000) | ||||||||||||||||||||||||
Unrestricted cash | $ 6,000 | ||||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fifth Amendment | Conversion Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.90 | $ 0.60 | |||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.90 | ||||||||||||||||||||||||
Stock that can be purchased with warrants (in shares) | shares | 9,027,395 | 18,054,791 | |||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Letter Agreement | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Qualified financing threshold | $ 6,000 | ||||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Effect of Reverse Stock Split | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.92 | $ 2.70 | $ 0.92 | ||||||||||||||||||||||
Related party, commitment shares (in shares) | shares | 123,275 | ||||||||||||||||||||||||
Potential exercise price (in dollars per share) | $ / shares | $ 0.90 | $ 0.90 | |||||||||||||||||||||||
Stock that can be purchased with warrants (in shares) | shares | 1,481,482 | 78,896 | 295,860 | ||||||||||||||||||||||
Potential warrants (in shares) | shares | 5,555,557 | ||||||||||||||||||||||||
Additional warrants (in shares) | shares | 5,259,696 | ||||||||||||||||||||||||
Sale of stock, shares issued (in shares) | shares | 123,275 | 339,689 | |||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Minimum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.69 | ||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.40 | ||||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Minimum | Keep Well Notes, Fifth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.60 | $ 0.90 | |||||||||||||||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Minimum | Effect of Reverse Stock Split | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.39 | $ 2.44 | |||||||||||||||||||||||
Humanitario Capital LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fifth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Write-off of debt issuance costs related to cancelled Keep Well Notes in Private Placement | $ 1,500 | ||||||||||||||||||||||||
Humanitario Capital LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fifth Amendment | Private Placement | Private Placement Pre-Funded Warrants and Private Placement Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Sale of stock, net proceeds | $ 11,000 | ||||||||||||||||||||||||
Humanitario Capital LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fifth Amendment | Private Placement | Private Placement Pre-Funded Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Stock that can be purchased with warrants (in shares) | shares | 18,333,333 | ||||||||||||||||||||||||
Warrants issued (in shares) | shares | 18,333,333 | ||||||||||||||||||||||||
Humanitario Capital LLC | Keep Well Agreement | Affiliated Entity | Keep Well Notes, Fifth Amendment | Private Placement | Private Placement Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.85 | ||||||||||||||||||||||||
Stock that can be purchased with warrants (in shares) | shares | 36,666,666 | ||||||||||||||||||||||||
Warrants issued (in shares) | shares | 36,666,666 |
Debt - Net Carrying Amounts (De
Debt - Net Carrying Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Principal | $ 2,057 | $ 11,553 |
Less: debt discount | (590) | (1,488) |
Net carrying amount | $ 1,467 | $ 10,065 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 3,753 | $ 2,817 |
Accretion of debt discount | 3,385 | 1,075 |
Total | $ 7,138 | $ 3,892 |
Debt - Stockholders Agreement (
Debt - Stockholders Agreement (Details) - Acuitas Capital, LLC - Keep Well Agreement - Affiliated Entity | Feb. 21, 2023 director |
Debt Instrument [Line Items] | |
Percent of capital stock, threshold | 50% |
Minimum number of independent directors | 3 |
Debt - 2024 Notes (Details)
Debt - 2024 Notes (Details) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 15, 2022 USD ($) | Mar. 31, 2022 USD ($) day $ / shares | Mar. 08, 2022 USD ($) shares | Feb. 14, 2022 USD ($) | Sep. 24, 2019 USD ($) | Jul. 31, 2022 USD ($) | Aug. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 0 | $ 39,194,000 | |||||||
Interest expense | 7,138,000 | 3,892,000 | |||||||
Write-off of debt issuance costs | $ 0 | $ 3,334,000 | |||||||
Special Situations Investing Group II, LLC | Amendment Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants outstanding (in shares) | shares | 111,680 | ||||||||
Special Situations Investing Group II, LLC | Amendment Warrants | Effect of Reverse Stock Split | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants outstanding (in shares) | shares | 18,614 | ||||||||
Special Situations Investing Group II, LLC | Ticking Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants outstanding (in shares) | shares | 118,931 | ||||||||
Warrants outstanding | $ 47,500 | ||||||||
Warrants, threshold trading days | day | 5 | ||||||||
Warrants, maximum shares outstanding | 7% | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Special Situations Investing Group II, LLC | Ticking Warrant | Effect of Reverse Stock Split | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants outstanding (in shares) | shares | 19,823 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.06 | ||||||||
2024 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of debt | $ 35,000,000 | $ 10,000,000 | |||||||
Repayments of debt | $ 7,600,000 | $ 11,000,000 | $ 9,000,000 | ||||||
Interest expense | $ 100,000 | ||||||||
Write-off of debt issuance costs | $ 1,300,000 |
Debt - Other (Details)
Debt - Other (Details) - Insurance Premium Financing $ in Millions | 4 Months Ended | |||
Nov. 30, 2023 USD ($) installment | Nov. 30, 2022 USD ($) installment | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Short-Term Debt [Line Items] | ||||
Principal amount of notes | $ 2.1 | $ 2.5 | ||
Weighted average interest rate (in percentage) | 8.70% | 5.90% | ||
Repayments of debt | $ 0.4 | $ 0.2 | ||
Short-term debt outstanding | $ 1.4 | $ 2 | ||
Minimum | ||||
Short-Term Debt [Line Items] | ||||
Repayment of debt, number of installments | installment | 9 | 10 | ||
Maximum | ||||
Short-Term Debt [Line Items] | ||||
Repayment of debt, number of installments | installment | 11 | 11 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 20, 2023 | Nov. 14, 2023 | Jun. 02, 2023 | Mar. 06, 2023 | Jan. 05, 2023 | Sep. 02, 2022 | Feb. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 01, 2023 | Feb. 20, 2023 | Apr. 15, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares authorized (in shares) | 1,695,737 | |||||||||||
Expiration period | 10 years | |||||||||||
RSUs and options outstanding (in shares) | 1,282,746 | |||||||||||
Shares reserved for future award (in shares) | 59,873 | |||||||||||
Share-based compensation expense | $ 2,900 | $ 7,500 | ||||||||||
Proceeds from Keep Well Notes | $ 8,000 | $ 11,000 | ||||||||||
Public Offering | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Sale of stock, shares issued (in shares) | 4,592,068 | |||||||||||
Public Offering Pre-Funded Warrants | Public Offering | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock that can be purchased with warrants (in shares) | 5,907,932 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 0.0001 | |||||||||||
Warrants issued (in shares) | 5,907,932 | |||||||||||
Public Offering Accompanying Warrants and Public Offering Pre-Funded Accompanying Warrants | Public Offering | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Warrants issued (in shares) | 21,000,000 | |||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock that can be purchased with warrants (in shares) | 8,888,889 | 473,373 | 1,301,775 | 1,775,148 | ||||||||
Exercise price of warrants (in dollars per share) | $ 0.45 | $ 1.69 | $ 1.69 | $ 0.45 | $ 0.92 | $ 0.45 | ||||||
Term of warrants | 5 years | 5 years | 5 years | |||||||||
Sale of stock, shares issued (in shares) | 739,645 | 2,038,133 | ||||||||||
Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Exchange Warrants | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock that can be purchased with warrants (in shares) | 33,333,333 | |||||||||||
Acuitas Capital, LLC | Keep Well Notes, Second Amendment | Keep Well Agreement | Affiliated Entity | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Proceeds from Keep Well Notes | $ 4,000 | $ 4,000 | ||||||||||
Acuitas Capital, LLC | Keep Well Notes, Fifth Amendment | Keep Well Agreement | Affiliated Entity | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Sale of stock, shares issued (in shares) | 9,027,395 | |||||||||||
Acuitas Capital, LLC | Keep Well Notes, Fifth Amendment | Keep Well Agreement | Affiliated Entity | Conversion Warrants | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock that can be purchased with warrants (in shares) | 9,027,395 | 18,054,791 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | $ 0.60 | ||||||||||
Humanitario Capital LLC | Keep Well Notes, Fifth Amendment | Keep Well Agreement | Affiliated Entity | Private Placement Pre-Funded Warrants | Private Placement | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock that can be purchased with warrants (in shares) | 18,333,333 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 0.0001 | |||||||||||
Warrants issued (in shares) | 18,333,333 | |||||||||||
Humanitario Capital LLC | Keep Well Notes, Fifth Amendment | Keep Well Agreement | Affiliated Entity | Private Placement Warrants | Private Placement | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock that can be purchased with warrants (in shares) | 36,666,666 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 0.85 | |||||||||||
Warrants issued (in shares) | 36,666,666 | |||||||||||
Effect of Reverse Stock Split | Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock that can be purchased with warrants (in shares) | 1,481,482 | 78,896 | 295,860 | |||||||||
Exercise price of warrants (in dollars per share) | $ 0.92 | $ 2.70 | $ 0.92 | |||||||||
Sale of stock, shares issued (in shares) | 123,275 | 339,689 | ||||||||||
Effect of Reverse Stock Split | Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | Exchange Warrants | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock that can be purchased with warrants (in shares) | 5,338,593 | 5,555,557 | ||||||||||
Restricted Stock Units (RSUs) | Employee | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation costs | $ 1,300 | |||||||||||
Unrecognized compensation costs, recognition period | 1 year 7 months 28 days | |||||||||||
Stock options | Employees and directors | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation costs | $ 2,700 | |||||||||||
Unrecognized compensation costs, recognition period | 3 years 10 days | |||||||||||
Market-Based Stock Options | Employees, Directors and Consultants | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expirations in period (in shares) | 1,040,000 | |||||||||||
Market-Based Stock Options | Employees, Directors and Consultants | Effect of Reverse Stock Split | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expirations in period (in shares) | 173,334 | |||||||||||
Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period | 1 year | |||||||||||
Minimum | Acuitas Capital, LLC | Keep Well Agreement | Affiliated Entity | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.69 | |||||||||||
Minimum | Restricted Stock Units (RSUs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years | |||||||||||
Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period | 4 years | |||||||||||
Maximum | Restricted Stock Units (RSUs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period | 5 years |
Stock Based Compensation - Assu
Stock Based Compensation - Assumptions Used in the Black-Scholes Option-Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 3.36% | 1.04% |
Risk free interest rate, maximum | 4.18% | 3.92% |
Dividend yield | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 101% | 88% |
Expected life (in years) | 3 years 9 months 3 days | 2 years 8 months 1 day |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 109% | 101% |
Expected life (in years) | 4 years 7 months 28 days | 4 years 7 months 28 days |
Stock Based Compensation - Empl
Stock Based Compensation - Employee and Director Stock Option Activity (Details) - Employees and directors | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 815,970 |
Stock options granted (in shares) | shares | 600,813 |
Stock options forfeited (in shares) | shares | (254,674) |
Ending balance (in shares) | shares | 1,162,109 |
Vested (in shares) | shares | 440,551 |
Exercisable (in shares) | shares | 440,551 |
Weighted- Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 18.54 |
Stock options granted (in dollars per share) | $ / shares | 2.70 |
Stock options forfeited (in dollars per share) | $ / shares | 35.51 |
Ending balance (in dollars per share) | $ / shares | 6.63 |
Weighted-Average Exercise Price, Vested (in dollars per share) | $ / shares | 13.04 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 13.04 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - Employee | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Restricted Stock Units | |
Non-vested beginning balance (in shares) | shares | 241,596 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (119,154) |
Forfeited (in shares) | shares | (1,805) |
Non-vested ending balance (in shares) | shares | 120,637 |
Weighted- Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 12.92 |
Granted (in dollars per share) | $ / shares | 0 |
Vested and distributed (in dollars per share) | $ / shares | 11.02 |
Forfeited (in dollars per share) | $ / shares | 128 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 13.06 |
Stock-Based Compensation - Warr
Stock-Based Compensation - Warrants Activity (Details) - Nonemployee | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Warrants | |
Outstanding, beginning balance (in shares) | shares | 262,713 |
Granted (in shares) | shares | 115,856,686 |
Exercised (in shares) | shares | (1,875,534) |
Outstanding, ending balance (in shares) | shares | 114,243,865 |
Exercisable (in shares) | shares | 114,243,865 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 3.06 |
Granted (in dollars per share) | $ / shares | 0.62 |
Exercised (in dollars per share) | $ / shares | 0 |
Outstanding, ending balance (in dollars per share) | $ / shares | 0.63 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 0.63 |
Stock Based Compensation - As_2
Stock Based Compensation - Assumptions Used in the Black-Scholes Warrant-Pricing Model (Details) | Dec. 31, 2023 year | Dec. 31, 2022 year |
Volatility | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 1 | 1 |
Risk-free interest rate | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 0.0401 | 0.0422 |
Expected life (in years) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 2.77 | 3.79 |
Dividend yield | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 0 | 0 |
Nonemployee | Volatility | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 1 | |
Nonemployee | Expected life (in years) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 5 | |
Nonemployee | Dividend yield | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 0 | 0 |
Minimum | Nonemployee | Volatility | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 1 | |
Minimum | Nonemployee | Risk-free interest rate | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 0.0390 | 0.0346 |
Minimum | Nonemployee | Expected life (in years) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 3.83 | |
Maximum | Nonemployee | Volatility | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 1.09 | |
Maximum | Nonemployee | Risk-free interest rate | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 0.0482 | 0.0350 |
Maximum | Nonemployee | Expected life (in years) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrant liability assumptions | 5 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 USD ($) | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |||
Area of real estate property (in sq. ft) | ft² | 2,721 | ||
Operating lease, term | 58 months | ||
Finance lease, term | 36 months | ||
Lease, early termination fee | $ 100 | ||
Operating lease right-of-use assets, written off | 300 | ||
Current operating lease liabilities, written off | 600 | ||
Long-term operating lease liabilities, written off | $ 200 | ||
Gain on termination of operating lease | $ 471 | $ 0 |
Leases - Condensed Consolidated
Leases - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 195 | $ 632 |
Finance lease assets | 0 | 66 |
Total lease assets | 195 | 698 |
Current operating lease liabilities | 56 | 653 |
Current finance lease liabilities | 0 | 136 |
Non-current operating lease liabilities | 166 | 546 |
Total lease liabilities | $ 222 | $ 1,335 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued liabilities | Other accrued liabilities |
Leases - Condensed Consolidat_2
Leases - Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease expense | $ 159 | $ 448 |
Short-term lease rent expense | 3 | 7 |
Variable lease expense | 23 | 31 |
Operating sublease income | (64) | (225) |
Total rent expense, net | 121 | 261 |
Amortization of leased assets | 66 | 120 |
Interest on lease liabilities | 4 | 19 |
Total | $ 70 | $ 139 |
Leases - Condensed Consolidat_3
Leases - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating lease | $ 222 | $ 757 |
Financing cash flows from finance leases | 134 | 282 |
Cash received for operating sublease | $ 97 | $ 257 |
Leases - Other Information (Det
Leases - Other Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term, operating lease | 3 years 2 months 12 days | 2 years 6 months |
Weighted-average remaining lease term, finance lease | 8 months 12 days | |
Weighted-average discount rate, operating lease | 16.25% | 12.56% |
Weighted-average discount rate, finance lease | 15.15% | 12.92% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 88 | |
2025 | 90 | |
2026 | 93 | |
2027 | 16 | |
Total lease payments | 287 | |
Less: imputed interest | (65) | |
Present value of lease liabilities | 222 | |
Less: current portion | (56) | $ (653) |
Lease liabilities, non-current | $ 166 | $ 546 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
State | $ 80 | $ (88) |
Total current taxes | 80 | (88) |
Income tax benefit (expense) | $ 80 | $ (88) |
Income Taxes - Primary Componen
Income Taxes - Primary Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 52,530 | $ 46,301 |
Stock-based compensation | 2,286 | 1,877 |
Interest expense | 7,131 | 5,770 |
Accrued liabilities and reserves | (118) | |
Accrued liabilities and reserves | 82 | |
Fixed assets | 227 | 46 |
Leasing arrangement, DTA | 57 | 336 |
Leasing arrangement, DTL | (50) | (176) |
Other temporary differences | 3,132 | 2,010 |
Deferred commission | (36) | (40) |
Prepaid expenses | 12 | 13 |
Valuation allowance | (65,171) | (56,219) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 65,171 | $ 56,219 |
Increase (decrease) in valuation allowance | 9,000 | 10,100 |
Interest and penalties | 0 | $ 0 |
Domestic Tax Authority | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 209,300 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | $ 151,600 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | 21% | 21% |
Stock-based compensation | (0.60%) | (5.10%) |
Section 162(m) | 0 | 0 |
Change in federal valuation allowance | (20.00%) | (16.10%) |
Reduction in federal NOL carryforward DTA due to 382 study results | 0% | 0% |
Other | (0.10%) | 0% |
Effective tax rate | 0.30% | (0.20%) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||||||||||
May 14, 2026 | Apr. 04, 2024 | Apr. 02, 2024 | Mar. 28, 2024 | Feb. 28, 2023 | Apr. 05, 2024 | Nov. 14, 2023 | Sep. 01, 2023 | Mar. 06, 2023 | Feb. 20, 2023 | Jan. 05, 2023 | Sep. 02, 2022 | Apr. 15, 2022 | |
Public Offering Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Term of warrants | 5 years | ||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.85 | ||||||||||||
November 2023 Warrants | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrant exercise price, volume-weighted average price threshold, trading days | 5 days | ||||||||||||
November 2023 Warrants | Maximum | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.1584 | ||||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Term of warrants | 5 years | 5 years | 5 years | ||||||||||
Exercise price of warrants (in dollars per share) | $ 0.45 | $ 0.92 | $ 0.45 | $ 0.45 | $ 1.69 | $ 1.69 | |||||||
Warrant exercise price, volume-weighted average price threshold, trading days | 5 days | ||||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.69 | ||||||||||||
Conversion price (in dollars per share) | $ 0.40 | ||||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Demand Warrants | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrant exercise price, volume-weighted average price threshold, trading days | 5 days | ||||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Demand Warrants | Maximum | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.1584 | ||||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | New Keep Well Warrants | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrant exercise price, volume-weighted average price threshold, trading days | 5 days | ||||||||||||
Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | New Keep Well Warrants | Maximum | Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.1584 | ||||||||||||
Subsequent event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
VWAP (in dollars per share) | $ 0.3442 | ||||||||||||
Proceeds from exercise of warrants | $ 1.9 | ||||||||||||
Stock issued relating to warrants exercised (in shares) | 5,166,664 | ||||||||||||
Subsequent event | Public Offering Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.36 | ||||||||||||
Warrant exercise price, volume-weighted average price threshold, trading days | 5 days | ||||||||||||
Subsequent event | November 2023 Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | 0.3442 | ||||||||||||
Warrant exercise price adjustment, trading days following stock combination event | 16 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, volume-weighted average price threshold, trading days | 5 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, volume-weighted average price threshold, consecutive trading days | 20 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, denominator | 5 | ||||||||||||
Warrant exercise price adjustment, volume-weighted average price threshold, trading days following restricted transaction | 5 days | ||||||||||||
Warrant, percent of common stock outstanding, threshold | 50% | ||||||||||||
Warrant, percent of voting power represented by common stock outstanding, threshold | 50% | ||||||||||||
Subsequent event | Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Demand Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrant coverage percentage | 200% | ||||||||||||
Term of warrants | 5 years | ||||||||||||
Exercise price of warrants (in dollars per share) | 0.3442 | ||||||||||||
Threshold of subsequent issuances for exercise price calculation | $ 3 | ||||||||||||
Warrant exercise price adjustment, trading days following stock combination event | 16 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, volume-weighted average price threshold, trading days | 5 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, volume-weighted average price threshold, consecutive trading days | 20 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, denominator | 5 | ||||||||||||
Warrant exercise price adjustment, volume-weighted average price threshold, trading days following restricted transaction | 5 days | ||||||||||||
Warrant, percent of common stock outstanding, threshold | 50% | ||||||||||||
Warrant, percent of voting power represented by common stock outstanding, threshold | 50% | ||||||||||||
Subsequent event | Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Demand Warrants | Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.3442 | ||||||||||||
Subsequent event | Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | Demand Warrants | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.12 | ||||||||||||
Subsequent event | Keep Well Agreement | Acuitas Capital, LLC | Affiliated Entity | New Keep Well Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Term of warrants | 5 years | ||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.3442 | $ 0.3442 | |||||||||||
Warrant exercise price adjustment, trading days following stock combination event | 16 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, volume-weighted average price threshold, trading days | 5 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, volume-weighted average price threshold, consecutive trading days | 20 days | ||||||||||||
Warrant exercise price adjustment, stock combination event, denominator | 5 | ||||||||||||
Warrant exercise price adjustment, volume-weighted average price threshold, trading days following restricted transaction | 5 days | ||||||||||||
Warrant, percent of common stock outstanding, threshold | 50% | ||||||||||||
Warrant, percent of voting power represented by common stock outstanding, threshold | 50% | ||||||||||||
Subsequent event | Keep Well Agreement | Keep Well Notes, Sixth Amendment | Acuitas Capital, LLC | Affiliated Entity | Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ 0.36 | ||||||||||||
Subsequent event | Keep Well Agreement | Keep Well Notes, Sixth Amendment | Acuitas Capital, LLC | Affiliated Entity | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ 0.12 | ||||||||||||
Subsequent event | Keep Well Agreement | Convertible Debt | Keep Well Notes, Sixth Amendment | Acuitas Capital, LLC | Affiliated Entity | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount of notes | $ 1.5 | ||||||||||||
Maximum additional principal amount of notes to be issued | $ 13.5 | ||||||||||||
Subsequent event | Keep Well Agreement | Convertible Debt | Keep Well Notes, Sixth Amendment | Acuitas Capital, LLC | Affiliated Entity | Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount of notes | $ 15 |