Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-32288 | ||
Entity Registrant Name | NEPHROS, INC. | ||
Entity Central Index Key | 0001196298 | ||
Entity Tax Identification Number | 13-3971809 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 380 Lackawanna Place | ||
Entity Address, City or Town | South Orange | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07079 | ||
City Area Code | (201) | ||
Local Phone Number | 343-5202 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | NEPH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 60.9 | ||
Entity Common Stock, Shares Outstanding | 10,258,444 | ||
Documents Incorporated by Reference [Text Block] | Certain portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K. The 2022 Proxy Statement will be filed within 120 days of December 31, 2021. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Baker Tilly US, LLP | ||
Auditor Location | 1 Highwood Drive, Tewksbury, MA 01876 | ||
Auditor Firm ID | 23 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 6,973 | $ 8,249 |
Accounts receivable, net | 1,641 | 1,364 |
Inventory | 4,795 | 5,304 |
Prepaid expenses and other current assets | 225 | 237 |
Total current assets | 13,634 | 15,154 |
Property and equipment, net | 366 | 295 |
Lease right-of-use assets | 730 | 1,037 |
Intangible assets, net | 1,536 | 506 |
Goodwill | 759 | 759 |
License and supply agreement, net | 536 | 670 |
Other assets | 89 | 89 |
TOTAL ASSETS | 17,650 | 18,510 |
Current liabilities: | ||
Current portion of secured note payable | 248 | 229 |
Accounts payable | 1,334 | 423 |
Accrued expenses | 444 | 341 |
Current portion of lease liabilities | 364 | 332 |
Total current liabilities | 2,390 | 1,325 |
Secured note payable, net of current portion | 95 | 364 |
PPP loan | 482 | |
Equipment financing, net of current portion | 4 | 7 |
Lease liabilities, net of current portion | 412 | 759 |
TOTAL LIABILITIES | 2,901 | 2,937 |
COMMITMENTS AND CONTINGENCIES (Note 19) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $.001 par value; 5,000,000 shares authorized at December 31, 2021 and 2020; no shares issued and outstanding at December 31, 2021 and 2020 | ||
Common stock, $.001 par value; 40,000,000 shares authorized at December 31, 2021 and 2020; 10,258,444 and 9,873,006 shares issued and outstanding at December 31, 2021 and 2020, respectively | 10 | 10 |
Additional paid-in capital | 147,346 | 144,296 |
Accumulated other comprehensive income | 64 | 74 |
Accumulated deficit | (135,725) | (131,858) |
Subtotal | 11,695 | 12,522 |
Noncontrolling interest | 3,054 | 3,051 |
TOTAL STOCKHOLDERS’ EQUITY | 14,749 | 15,573 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 17,650 | $ 18,510 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 10,258,444 | 9,873,006 |
Common stock, shares outstanding | 10,258,444 | 9,873,006 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenue: | ||
Total net revenues | $ 10,404 | $ 8,561 |
Cost of goods sold | 4,661 | 3,648 |
Gross margin | 5,743 | 4,913 |
Operating expenses: | ||
Selling, general and administrative | 7,710 | 6,466 |
Research and development | 2,166 | 2,759 |
Depreciation and amortization | 202 | 192 |
Change in fair value of contingent consideration | (229) | |
Total operating expenses | 10,078 | 9,188 |
Loss from operations | (4,335) | (4,275) |
Other income (expense): | ||
Interest expense | (41) | (110) |
Interest income | 10 | 11 |
Extinguishment of PPP loan | 482 | |
Other income (expense), net | 17 | (152) |
Total other income (expense): | 468 | (251) |
Net loss | (3,867) | (4,526) |
Less: Undeclared deemed dividend attributable to noncontrolling interest | (240) | (240) |
Net loss attributable to Nephros, Inc. shareholders | $ (4,107) | $ (4,766) |
Net loss per common share, basic and diluted | $ (0.41) | $ (0.52) |
Weighted average common shares outstanding, basic and diluted | 10,017,830 | 9,078,549 |
Comprehensive loss: | ||
Other comprehensive (loss) gain, foreign currency translation adjustments | $ (10) | $ 9 |
Comprehensive loss | (3,877) | (4,517) |
Comprehensive loss attributable to noncontrolling interest | (240) | (240) |
Comprehensive loss attributable to Nephros, Inc. shareholders | (4,117) | (4,757) |
Product [Member] | ||
Net revenue: | ||
Total net revenues | 10,204 | 8,453 |
Royalty and Other Revenues [Member] | ||
Net revenue: | ||
Total net revenues | $ 200 | $ 108 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | SubTotal [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 8 | $ 131,934 | $ 65 | $ (127,332) | $ 4,675 | $ 3,014 | $ 7,689 |
Beginning balance, shares at Dec. 31, 2019 | 8,003,739 | ||||||
Net loss | (4,526) | (4,526) | (4,526) | ||||
Net unrealized gains (losses) on foreign currency translation, net of tax | 9 | 9 | 9 | ||||
Issuance of common stock, net of equity issuance costs of $1,048 | $ 2 | 11,450 | 11,452 | 11,452 | |||
Issuance of common stock, net of equity issuance costs of $8, shares | 1,770,833 | ||||||
Issuance of vested restricted stock | |||||||
Issuance of vested restricted stock, shares | 55,111 | ||||||
Exercise of warrants | 163 | 163 | 163 | ||||
Exercise of warrants, shares | 40,012 | ||||||
Exercise of stock options | 7 | 7 | $ 7 | ||||
Exercise of stock options, shares | 2,556 | 3,668 | |||||
Cashless exercise of options | |||||||
Cashless exercise of options, shares | 755 | ||||||
Noncash stock-based compensation | 742 | 742 | 37 | 779 | |||
Ending balance, value at Dec. 31, 2020 | $ 10 | 144,296 | 74 | (131,858) | 12,522 | 3,051 | 15,573 |
Ending balance, shares at Dec. 31, 2020 | 9,873,006 | ||||||
Net loss | (3,867) | (3,867) | (3,867) | ||||
Net unrealized gains (losses) on foreign currency translation, net of tax | (10) | (10) | (10) | ||||
Issuance of common stock for asset acquisition (see Note 3) | 1,124 | 1,124 | 1,124 | ||||
Issuance of common stock for asset acquisition (see Note 3), shares | 123,981 | ||||||
Issuance of vested restricted stock | |||||||
Issuance of vested restricted stock, shares | 23,781 | ||||||
Exercise of warrants | 297 | 297 | 297 | ||||
Exercise of warrants, shares | 110,003 | ||||||
Exercise of stock options | 204 | 204 | $ 204 | ||||
Exercise of stock options, shares | 42,231 | 78,255 | |||||
Cashless exercise of warrants | |||||||
Cashless exercise of warrants, shares | 10,963 | ||||||
Cashless exercise of options | |||||||
Cashless exercise of options, shares | 14,747 | ||||||
Noncash stock-based compensation | 1,425 | 1,425 | 3 | 1,428 | |||
Ending balance, value at Dec. 31, 2021 | $ 10 | $ 147,346 | $ 64 | $ (135,725) | $ 11,695 | $ 3,054 | $ 14,749 |
Ending balance, shares at Dec. 31, 2021 | 10,198,712 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payments of Stock Issuance Costs | $ 1,048 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (3,867,000) | $ (4,526,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 38,000 | 25,000 |
Amortization of intangible assets, license and supply agreement and finance lease right-of-use asset | 214,000 | 183,000 |
Stock-based compensation, including stock options and restricted stock | 1,259,000 | 779,000 |
Inventory obsolescence charge | 213,000 | 20,000 |
Provision for bad debt expense | 1,000 | 11,000 |
Extinguishment of PPP loan | (482,000) | |
Change in fair value of contingent consideration | (229,000) | |
Change in right of use asset | 321,000 | 312,000 |
Accretion of contingent consideration | 14,000 | |
Loss on foreign currency transactions | 3,000 | 1,000 |
(Increase) decrease in operating assets: | ||
Accounts receivable | (278,000) | (333,000) |
Inventory | 296,000 | (2,762,000) |
Prepaid expenses and other current assets | 12,000 | 289,000 |
Other assets | (57,000) | |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 908,000 | (538,000) |
Accrued expenses | 274,000 | 207,000 |
Lease liabilities | (329,000) | (299,000) |
Net cash used in operating activities | (1,417,000) | (6,903,000) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (36,000) | (239,000) |
Payment of direct transaction costs for asset acquisition | (49,000) | |
Net cash used in investing activities | (85,000) | (239,000) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 11,452,000 | |
Proceeds from Paycheck Protection Program Loan | 479,000 | |
Net payments from secured revolving credit facility | (560,000) | |
Principal payments on finance lease liability | (11,000) | (6,000) |
Principal payments on equipment financing | (3,000) | (3,000) |
Payments on secured note payable | (250,000) | (231,000) |
Payment of contingent consideration | (85,000) | |
Proceeds from exercise of warrants | 297,000 | 163,000 |
Proceeds from exercise of stock options | 204,000 | 7,000 |
Net cash provided by financing activities | 237,000 | 11,216,000 |
Effect of exchange rates on cash and cash equivalents | (11,000) | 9,000 |
Net (decrease) increase in cash and cash equivalents | (1,276,000) | 4,083,000 |
Cash and cash equivalents, beginning of year | 8,249,000 | 4,166,000 |
Cash and cash equivalents, end of year | 6,973,000 | 8,249,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest expense | 41,000 | 93,000 |
Cash paid for income taxes | 79,000 | 22,000 |
Supplemental disclosure of noncash investing and financing activities | ||
Right-of-use asset obtained in exchange for operating lease liability | 21,000 | 201,000 |
Right-of-use asset obtained in exchange for finance lease liability | 17,000 | |
Issuance of common shares for asset acquisition | $ 1,124,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Nephros, Inc. (“Nephros” or the “Company”) was incorporated under the laws of the State of Delaware on April 3, 1997. The Company was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced end stage renal disease (“ESRD”) therapy technology and products. Beginning in 2009, Nephros introduced high performance liquid purification filters to meet the demand for water purification in certain medical markets. The Company’s filters, generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from waterborne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. The Company also develops and sells water filtration products for commercial applications, focusing on the hospitality and food service markets. The water filtration business is a reportable segment, referred to as the Water Filtration segment. The Company’s pathogen detection systems are portable, near real-time systems designed to provide actionable data for infection control teams and other organizations. The pathogen detection systems business is a reportable segment, referred to as the Pathogen Detection segment. In July 2018, the Company formed a new subsidiary, Specialty Renal Products, Inc. (“SRP”), to drive the development of its second-generation hemodiafiltration system and other products focused on improving therapies for patients with renal disease. The Company transferred three patents to SRP, which were carried at zero book value. SRP is a reportable segment, referred to as the Renal Products segment. The Company’s primary U.S. facilities are located at 380 Lackawanna Place, South Orange, New Jersey 07079, 3221 Polaris Avenue, Las Vegas, Nevada 89102 and 1015 Telegraph Street, Unit B, Reno, Nevada 89502. These locations house the Company’s corporate headquarters, research, manufacturing, and distribution facilities. In addition, the Company maintains small administrative offices in various locations in the United States and Ireland. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including SRP, in which a controlling interest is maintained by the Company. Outside stockholders’ interest in SRP of 37.5 Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, value of contingent consideration, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. Liquidity The Company has sustained operating losses and expects such losses to continue over the next several quarters. In addition, net cash from operations has been negative since inception, generating an accumulated deficit of $ 135.7 On September 5, 2018, SRP completed a private placement transaction whereby SRP sold preferred shares equivalent to 37.5 % of its outstanding equity interests for aggregate proceeds of $ 3.0 million. As of approximately July 1, 2020, SRP had fully spent the proceeds from this private placement. On October 9, 2020, Nephros and SRP entered into a loan agreement under which Nephros agreed to lend up to $ 1.3 million to SRP, including the $ 1.0 million borrowed during the year ended December 31, 2020. These funds are to be used to fund SRP’s operating activities and are expected to be sufficient to fund SRP through the planned FDA 510(k) clearance process of SRP’s second-generation hemodiafiltration system, which was initially submitted to the FDA for “Special 510(k)” clearance in February 2021 and resubmitted for “Traditional 510(k)” clearance in June 2021. As of December 31, 2021, the outstanding balance, including accrued interest, was $ 1.3 million. Based on cash that is available for the Company’s operations and projections of future Company operations, the Company believes that its cash balances will be sufficient to fund its current operating plan – including any remaining negative impact of the COVID-19 pandemic – through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. Additionally, the Company’s operating plans are designed to help control operating costs and to increase revenue until such time as the Company generates sufficient cash flows from operations. While significant progress has been made against the COVID-19 pandemic, some uncertainty remains with respect to the Company’s projections regarding the availability of sufficient cash resources, due to the possibility that COVID-19 infections could increase again and cause further disruption to economic conditions. During the pandemic, particularly during calendar year 2020, the Company saw decreased demand for its hospital filtration products, particularly in emergency pathogen outbreak response. In addition, sales to new customers – including water filtration and pathogen detection products – were hindered by pandemic-related travel restrictions. Also, the Company’s commercial filtration products, which are primarily targeted at the hospitality and food service markets, saw a decrease in demand, due to the closure of many hotels and restaurants. The Company believes that broad vaccine distribution and increased population immunity has reduced the probability of further significant negative COVID-19 impacts, but if these decreases in demand return and the Company is unable to achieve its revenue plan, the Company may need to reduce budgeted expenditures as appropriate to preserve its available capital resources, which could slow its revenue growth plans. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes,” which removes certain exceptions to the general principles of the accounting for income taxes and also improves consistent application of and simplification of other areas when accounting for income taxes. The Company adopted this guidance as of January 1, 2021 and the guidance did not have an impact on its consolidated financial statements. Concentration of Credit Risk The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. Major Customers For the years ended December 31, 2021 and 2020, the following customers accounted for the following percentages of the Company’s revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2021 2020 A 17 % 16 % B 11 % 14 % C 7 % 11 % Total 35 % 41 % As of December 31, 2021 and 2020, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2021 2020 B 19 % 5 % D 11 % 3 % A 8 % 19 % E 6 % 12 % Total 44 % 39 % Cash and Cash Equivalents The Company considers all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020, cash and cash equivalents were deposited in financial institutions and consisted entirely of immediately available fund balances. The Company maintains its cash deposits and cash equivalents with financial institutions it believes to be well-known and stable. Accounts Receivable The Company provides credit terms to customers in connection with purchases of the Company’s products. Management periodically reviews customer account activity in order to assess the adequacy of the allowances provided for potential collection issues and returns. Factors considered include economic conditions, each customer’s payment and return history and credit worthiness. Adjustments, if any, are made to reserve balances following the completion of these reviews to reflect management’s best estimate of potential losses. The allowance for doubtful accounts was approximately $ 1,000 11,000 Inventory For all medical device products and some commercial products, the Company engages third parties to manufacture and package its finished goods, which are shipped to the Company for warehousing, until sold to distributors or end customers. Some commercial products are manufactured at Company facilities. Inventory consists of finished goods and raw materials and is valued at the lower of cost or net realizable value using the first-in, first-out method. Our inventory reserve requirements are based on various factors including product expiration date and estimates for the future sales of the product. Reserve assessments include inventory obsolescence based upon expiration date, damaged, or rejected product, slow-moving products, and other considerations. License and Supply Rights The Company’s rights under the License and Supply Agreement with Medica are capitalized and stated at cost, less accumulated amortization, and are amortized using the straight-line method over the term of the License and Supply Agreement, which is from April 23, 2012 through December 31, 2025. The Company determines amortization periods for licenses based on its assessment of various factors impacting estimated useful lives and cash flows of the acquired rights. Such factors include the expected launch date of the product, the strength of the intellectual property protection of the product and various other competitive, developmental, and regulatory issues, and contractual terms. See Note 9 – License and Supply Agreement, net for further discussion. Leases The Company determines if an arrangement contains a lease at inception. Leases are included in lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 842 to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from nonlease components and, instead, account for them as a single component. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. These assets are depreciated over their estimated useful lives of three to seven years using the straight-line method The Company adheres to ASC 360 and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell. There were no Intangible Assets The Company’s intangible assets include finite lived assets. Finite lived intangible assets, consisting of customer relationships, tradenames, service marks and domain names are amortized on a straight-line basis over the estimated useful lives of the assets. Finite lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Impairment testing requires management to estimate the future undiscounted cash flows of an intangible asset using assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in the impairment testing. Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired. In accordance with ASC 350, “Goodwill and Other Intangibles,” rather than recording periodic amortization, goodwill is subject to an annual assessment for impairment by applying a fair value-based test. If the fair value of the reporting unit exceeds the reporting unit’s carrying value, including goodwill, then goodwill is considered not impaired, making further analysis not required. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable. Fair Value Measurements The Company measures certain financial instruments and other items at fair value. To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 Level 2 - Level 3 Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers.” ASC 606 prescribes a five-step model for recognizing revenue, which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price; and (v) recognizing revenue. See Note 4 – Revenue Recognition for further discussion. Shipping and Handling Costs Shipping and handling costs charged to customers are recorded as revenue and as cost of goods sold and were approximately $ 71,000 and $ 47,000 for the years ended December 31, 2021 and 2020, respectively. Research and Development Costs Research and development costs represent a significant part of our business. Costs included in research and development are expensed as incurred and relate to the processes of discovering, testing and developing new products, improving existing products and regulatory compliance prior to FDA approval. Research and development costs include, but are not limited to, personnel expenses, consulting costs and equipment depreciation. Stock-Based Compensation The fair value of stock options is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of the Company’s stock option awards is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. The fair value of stock-based awards is amortized over the vesting period of the award. For stock awards that vest based on performance conditions (e.g., achievement of certain milestones), expense is recognized when it is probable that the condition will be met. Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Other Income and Expense, net Other income, net, of $ 0.5 million for the year ended December 31, 2021 is primarily due to the extinguishment of the U.S. Small Business Administration’s Paycheck Protection Plan (“PPP”) loan. Other expense, net, of $ 0.2 million for the year ended December 31, 2020 is primarily due to interest expense of $ 0.1 0.1 Income Taxes The Company accounts for income taxes in accordance with ASC 740, which requires accounting for deferred income taxes under the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2021 and 2020. ASC 740 prescribes, among other things, a recognition threshold and measurement attributes for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return. ASC 740 utilizes a two-step approach for evaluating uncertain tax positions. Step one, or recognition, requires a company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, or measurement, is based on the largest amount of benefit that is more likely than not to be realized on settlement with the taxing authority. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2016. During the years ended December 31, 2021 and 2020, the Company recognized no adjustments for uncertain tax positions. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulation and interpretations, thereof. The Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was enacted into law on March 27, 2020. The act contains several tax relief and economic stimulus provisions. The enactment of the CARES Act did not have a material impact on the Company’s financial statements. See Note 15 – Income Taxes for further discussion. Net Loss per Common Share Basic net loss per common share is calculated by dividing net loss available to common stockholders by the number of weighted average common shares issued and outstanding. Diluted net loss per common share is calculated by dividing net loss available to common stockholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. The following securities have been excluded from the dilutive per share computation as they are antidilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2021 2020 Shares underlying options outstanding 1,426,510 1,265,660 Shares underlying warrants outstanding 123,476 260,597 Unvested restricted stock 59,732 - Foreign Currency Translation Foreign currency translation is recognized in accordance with ASC 830. The functional currency of Nephros International Limited, the Company’s Irish subsidiary is the Euro, and its translation gains and losses are included in accumulated other comprehensive income. The balance sheet is translated at the year-end rate. The consolidated statements of operations and comprehensive loss are translated at the weighted average rate for the year. Comprehensive Loss Comprehensive loss, as defined in ASC 220, is the total of net loss and all other non-owner changes in equity (or other comprehensive loss). The Company’s other comprehensive loss consists only of foreign currency translation adjustments. Recent Accounting Pronouncements, Not Yet Effective In May 2021, the FASB issued ASU 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options,” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires that an entity recognize contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606. The guidance is effective for the Company beginning in the first quarter of fiscal year 2023 and should be applied prospectively. Early adoption is permitted. The Company will assess the impact, if any, of adopting this guidance on its consolidated financial statements. |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | Note 3 – Asset Acquisition On July 9, 2021, the Company acquired 100 123,981 1.2 49,000 Fifty percent of the 123,981 common shares issued were subject to a risk of forfeiture which lapsed during the three months ended September 30, 2021. The Company will also make royalty payments to GenArraytion equal to 5 % of net sales of certain products over the next five years. The total consideration of $ 1.2 Schedule of Assets Acquired Total Consideration (in thousands) Intellectual property $ 1,098 Equipment 75 Total consideration $ 1,173 The acquired intellectual property is being amortized over its estimated useful life of 10 years (see Note 8 – Intangible Assets and Goodwill) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 4 – Revenue Recognition The Company recognizes revenue related to product sales when product is shipped via external logistics provider and the other criteria of ASC 606 are met. Product revenue is recorded net of returns and allowances. There was no allowance for sales returns at December 31, 2021 or 2020. In addition to product revenue, the Company recognizes revenue related to royalty and other agreements in accordance with the five-step model in ASC 606. Royalty and other revenues recognized for the years ended December 31, 2021 and 2020 (in thousands) is comprised of: Schedule of License, Royal and Other Revenue 2021 2020 Years Ended December 31, 2021 2020 $ $ Other revenue 121 40 Royalty revenue under the License Agreement with Bellco 59 48 Royalty revenue under the Sublicense Agreement with CamelBak (1) 20 - Total royalty and other revenues $ 200 $ 108 Revenue $ 200 $ 108 (1) In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under the Sublicense Agreement, the Company granted CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the Company’s individual water treatment device. In exchange for the rights granted to CamelBak, CamelBak agreed, through December 31, 2022, to pay the Company a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay a fixed per-unit fee for any other sales made. CamelBak was also required to meet or exceed certain minimum annual fees payable to the Company, and if such fees were not met or exceeded, the Company was able to convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. In the first quarter of 2019, the Sublicense Agreement was amended to eliminate the minimum fee obligations starting May 6, 2018 and, as such, Camelbak has no further minimum fee obligation. Bellco License Agreement With regard to the OLpūr MD190 and MD220, on June 27, 2011, the Company entered into a License Agreement (the “License Agreement”), effective July 1, 2011, with Bellco S.r.l. (“Bellco”), an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of the Company’s patented mid-dilution dialysis filters (the “Products”). Under the License Agreement, as amended, the Company granted Bellco a license to manufacture, market and sell the Products under its own name, label, and CE mark in certain countries on an exclusive basis, and to do the same on a non-exclusive basis in certain other countries. Under the License Agreement with Bellco, the Company received upfront payments which were previously deferred and subsequently recognized as license revenue over the term of the License Agreement. The License Agreement, as amended, and which expired as of December 31, 2021 also provided minimum sales targets which, if not satisfied, will, at the discretion of the Company, result in conversion of the license to non-exclusive status. Beginning on January 1, 2015 through and including December 31, 2021, Bellco committed to pay the Company a royalty based on the number of units of Products sold per year in the covered territory as follows: for the first 125,000 units sold in total, € 1.75 (approximately $ 2.10 ) per unit; thereafter, € 1.25 (approximately $ 1.50 ) per unit. The License Agreement also provided for a fixed royalty payment payable to the Company for the period beginning on January 1, 2015 through and including December 31, 2021 if the minimum sales targets are not met. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 (in thousands): Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Cash $ 2,952 $ - $ - $ 2,952 Money market funds 4,021 - - 4,021 Cash and cash equivalents $ 6,973 $ - $ - $ 6,973 The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020 (in thousands): Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Cash $ 4,238 $ - $ - $ 4,238 Money market funds 4,011 - - 4,011 Cash and cash equivalents $ 8,249 $ - $ - $ 8,249 The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent consideration liability using unobservable Level 3 inputs for the year ended December 31, 2020 (in thousands): Schedule of Change in Fair Value of Contingent Consideration Liability Using Unobservable Level 3 Inputs Contingent Consideration Balance as of December 31, 2019 $ 300 Payments against contingent consideration (85 ) Change in fair value of contingent consideration liability (229 ) Accretion of contingent consideration liability 14 Balance as of December 31, 2020 $ - For the year ended December 31, 2020 the change in fair value of contingent consideration of $ 0.2 0.1 94,000 Consideration paid in a business combination may include potential future payments that are contingent upon the acquired business achieving certain levels of earnings in the future (“contingent consideration”). Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations. Fair value as of the date of acquisition is estimated based on projections of expected future cash flows of the acquired business. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method), which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. There were no transfers between levels in the fair value hierarchy during the year ended December 31, 2021. Assets and Liabilities Not Measured at Fair Value on a Recurring Basis The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value as of December 31, 2021 and 2020 due to the short-term maturity of these instruments. The carrying amounts of the secured long-term note payable, lease liabilities and equipment financing approximate fair value as of December 31, 2021 and 2020 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. The carrying amount of the U.S. Small Business Administration’s Paycheck Protection Program (“PPP”) loan outstanding at December 31, 2020 did not include interest imputed at a market rate as the PPP loan was a transaction whereby the interest rate was prescribed by a government agency . |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6 - Inventory The Company’s inventory components as of December 31, 2021 and 2020 were as follows (in thousands): Schedule of Inventory, Net 2021 2020 December 31, 2021 2020 Finished goods $ 3,760 $ 4,340 Raw material 1,035 964 Total inventory $ 4,795 $ 5,304 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 7 - Property and Equipment, Net Property and equipment as of December 31, 2021 and 2020 was as follows (in thousands): Schedule of Property and Equipment, Net Estimated Useful December 31, Life 2021 2020 Manufacturing and research equipment 3 7 $ 1,144 $ 1,045 Computer equipment 3 4 43 43 Furniture and fixtures 7 37 37 Leasehold improvements 2 4 25 13 Property and equipment, gross 1,249 1,138 Less: accumulated depreciation (883 ) (843 ) Property and equipment, net $ 366 $ 295 Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the consolidated statements of operations and comprehensive loss. Depreciation related to equipment utilized in research and development is recognized in research and development on the consolidated statements of operations and comprehensive loss. Equipment is capitalized due to various uses inclusive of R&D. Depreciation expense for the years ended December 31, 2021 and 2020 was approximately $ 38,000 and $ 25,000 , respectively. Approximately $ 17,000 of depreciation expense has been recognized in cost of goods sold for the year ended December 31, 2021. Approximately $ 7,000 of depreciation expense has been recognized in research and development expenses for the year ended December 31, 2021. Approximately $ 16,000 of depreciation expense has been recognized in cost of goods sold for the year ended December 31, 2020. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 8 – Intangible Assets and Goodwill Intangible Assets The following table shows the gross carrying values and accumulated amortization of the Company’s intangible assets by type as of December 31, 2021 and 2020: Schedule of Intangible Assets December 31, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) Tradenames, service marks and domain names $ 50 $ (30 ) $ 20 $ 50 $ (20 ) $ 30 Intellectual property 1,098 (26 ) 1,072 - - - Customer relationships 540 (96 ) 444 540 (64 ) 476 Total intangible assets $ 1,688 $ (152 ) $ 1,536 $ 590 $ (84 ) $ 506 The Company recognized amortization expense of approximately $ 68,000 for the year ended December 31, 2021. Of the approximately $68,000, approximately $ 42,000 26,000 The Company recognized amortization expense of approximately $ 42,000 As of December 31, 2021, future amortization expense for the next five years is estimated to be: Schedule of Future Amortization Expense 2022 $ 152,000 2023 $ 152,000 2024 $ 142,000 2025 $ 142,000 2026 $ 142,000 The Company did no Goodwill Goodwill had a carrying value on the Company’s consolidated balance sheets of $ 0.8 |
License and Supply Agreement, n
License and Supply Agreement, net | 12 Months Ended |
Dec. 31, 2021 | |
License And Supply Agreement Net | |
License and Supply Agreement, net | Note 9 – License and Supply Agreement, net On April 23, 2012, the Company entered into a License and Supply Agreement (as thereafter amended, the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products, and for an exclusive supply arrangement for the filtration products. Under the License and Supply Agreement Medica granted to the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the filtration products worldwide, with certain limitations on territory, during the term of the License and Supply Agreement. In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the filtration products during the term of the License and Supply Agreement. The filtration products covered under the License and Supply Agreement include both certain products based on Medica’s proprietary Versatile microfiber technology and certain filtration products based on Medica’s proprietary Medisulfone ultrafiltration technology. The term of the License Agreement with Medica expires on December 31, 2025, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement. In exchange for the license, the gross value of the intangible asset capitalized was $ 2.3 0.5 0.7 1.8 1.6 0.1 As of September 2013, the Company has an understanding with Medica whereby the Company has agreed to pay interest to Medica at a 12 no In addition, for the period beginning April 23, 2014 through December 31, 2025 3 0.3 0.2 70,000 68,000 |
Secured Revolving Credit Facili
Secured Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2021 | |
Secured Revolving Credit Facility | |
Secured Revolving Credit Facility | Note 10 – Secured Revolving Credit Facility On August 17, 2017, the Company entered into the Loan and Security Agreement, subsequently amended on December 20, 2019 (the “Loan Agreement”) with Tech Capital, LLC (“Tech Capital”). The Loan Agreement provided for a secured asset-based revolving credit facility (the “Revolver”) of up to $ 2.5 On May 26, 2020, the Company terminated the Revolver and, as a result, recognized fees of approximately $ 7,000 , which are included in interest expense on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. Although the Revolver was terminated, the Loan Agreement, as amended on May 26, 2020 to reflect this termination, remains in place for purposes of specifying obligations related to the Secured Note (see Note 11 – Secured Note Payable). For the year ended December 31, 2020, excluding approximately $ 7,000 related to the termination of the Revolver, approximately $ 25,000 was recognized as interest expense on the consolidated statement of operations and comprehensive loss. |
Secured Note Payable
Secured Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Secured Note Payable | Note 11 – Secured Note Payable On March 27, 2018, the Company entered into a Secured Promissory Note Agreement (the “Secured Note”) with Tech Capital for a principal amount of $ 1.2 0.3 0.6 The Secured Note has a maturity date of April 1, 2023 8 Principal and interest payments are due on the first day of each month commencing on May 1, 2018. In addition, Nephros International Limited, a wholly owned subsidiary of the Company, unconditionally guaranteed the Company’s obligations under the Loan Agreement. During each of the years ended December 31, 2021 and 2020, the Company made payments under the Secured Note of $ 0.3 38,000 58,000 As of December 31, 2021, future principal maturities are as follows (in thousands): Schedule of Future Debt Principal Maturities 2022 $ 248 2023 95 Total $ 343 |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2021 | |
Paycheck Protection Program Loan | |
Paycheck Protection Program Loan | Note 12 – Paycheck Protection Program Loan On April 24, 2020, the Company obtained a loan from the U.S. Small Business Administration’s Paycheck Protection Program (“ 0.5 million (“PPP loan”). Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses during the first 24 weeks of the loan. On January 14, 2021, the U.S Small Business Administration notified the Company that, in accordance with the PPP terms, the PPP loan was forgiven in full, including all principal and interest outstanding as of the date of forgiveness. As such, $ 0.5 million has been recognized as an extinguishment of debt on the Company’s consolidated statement of operations and comprehensive loss. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 13 – Leases The Company has operating leases for corporate offices, an automobile and office equipment. The leases have remaining lease terms of approximately 1 4 The Company entered into an operating lease that began in December 2017 for 380 Lackawanna Place, South Orange, New Jersey 07079, which consists of approximately 7,700 expires in November 2022 11,000 11,000 The Company entered into an operating lease in March 2019 for approximately 16,000 total square feet of office space at 3221 Polaris Avenue, Las Vegas, Nevada 89118. The rental agreement commenced in June 2019 and expires in August 2024 with a monthly cost of approximately $ 15,000 . Approximately $ 20,000 related to a security deposit for this office facility is classified as other assets on the consolidated balance sheet as of December 31, 2021 and 2020. The Company entered into an operating lease in March 2020 for 1015 Telegraph Street, Unit B, Reno, Nevada 89502. The rental agreement commenced in March 2020 and expires in February 2022 5,000 5,000 The Company also has lease agreements for an automobile and office equipment. The components of total lease costs were as follows (in thousands): Schedule of Components of Lease Cost Year ended December 31, 2021 Year ended December 31, 2020 Operating lease cost $ 391 $ 402 Finance lease cost: Amortization of right-of-use assets 12 7 Interest on lease liabilities 2 2 Total finance lease cost 14 9 Variable lease cost 48 43 Total lease cost $ 453 $ 454 Supplemental cash flow information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Year ended December 31, 2021 Year ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 429 $ 392 Financing cash flows from finance leases $ 11 $ 6 Supplemental balance sheet information related to leases was as follows (in thousands except years): Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2021 December 31, 2020 Operating lease right-of-use assets $ 706 $ 1,002 Finance lease right-of-use assets $ 24 $ 35 Current portion of operating lease liabilities $ 352 $ 321 Operating lease liabilities, net of current portion 400 735 Total operating lease liabilities $ 752 $ 1,056 Current portion of finance lease liabilities $ 12 $ 11 Finance lease liabilities, net of current portion 12 24 Total finance lease liabilities $ 24 $ 35 Weighted average remaining lease term Operating leases 2.2 3.1 Finance leases 2.2 3.3 Weighted average discount rate Operating leases 8.0 % 8.0 % Finance leases 8.0 % 8.0 % As of December 31, 2021, maturities of lease liabilities were as follows (in thousands): Schedule of Maturities of Lease Liabilities Operating Leases Finance Leases 2022 $ 395 $ 14 2023 269 8 2024 156 4 Total future minimum lease payments 820 26 Less imputed interest (68 ) (2 ) Total $ 752 $ 24 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 14 - Accrued Expenses Accrued expenses as of December 31, 2021 and 2020 were as follows (in thousands): Schedule of Accrued Expenses 2021 2020 December 31, 2021 2020 Accrued bonus $ 232 $ 81 Accrued directors’ fees - 169 Accrued legal 37 - Accrued sales commission 34 24 Accrued sales tax payable 26 - Accrued franchise tax 21 - Accrued other 94 67 Accrued expenses $ 444 $ 341 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 - Income Taxes There was no income tax current or deferred tax benefit or expense recognized during the years ended December 31, 2021 and 2020. A reconciliation of the income tax benefit computed at the statutory tax rate to the Company’s effective tax rate for the years ended December 31, 2021 and 2020 is as follows: Schedule of Effective Income Tax Rate Reconciliation Years Ended December 31, 2021 2020 U.S. federal statutory rate 21.00 % 21.00 % State taxes 1.82 % 1.31 % Expired NOLs and credits (6.60 )% (31.40 )% Stock-based compensation (2.17 )% (2.40 )% Federal research and development credits 2.59 % 3.38 % Other (1.27 )% 2.98 % Paycheck protection loan forgiveness 2.62 % - Valuation allowance (17.99 )% 4.98 % Effective tax rate - % (0.15 )% Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2021 and 2020 are as follows (in thousands): Schedule of Deferred Tax Assets 2021 2020 December 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 18,473 $ 17,922 Research and development credits 1,413 1,348 Nonqualified stock option compensation expense 601 487 Lease liabilities 179 256 Other temporary book - tax differences 75 69 Total deferred tax assets 20,741 20,082 Deferred tax liabilities: Lease right-of-use assets (169 ) (244 ) Fixed and intangible asset basis difference (119 ) (76 ) Total deferred tax liabilities (288 ) (320 ) Deferred tax assets, net 20,453 19,762 Valuation allowance for deferred tax assets (20,453 ) (19,762 ) Deferred tax assets, net after valuation allowance $ - $ - A valuation allowance has been recognized to offset the Company’s net deferred tax asset as it is more likely than not that such net asset will not be realized. The Company primarily considered its historical loss and potential Internal Revenue Code Section 382 limitations to arrive at its conclusion that a valuation allowance was required. The Company’s valuation allowance increased approximately $ 691,000 from December 31, 2020 to December 31, 2021. At December 31, 2021, the Company had Federal income tax net operating loss carryforwards of $ 81.8 million and State income tax net operating loss carryforwards of $ 4.9 million. Foreign income tax net operating loss carryforwards were $ 7.6 million as of December 31, 2021. The Company had Federal research and development tax credit carryforwards of $ 1.4 million at December 31, 2021. State research and development tax credit carryforwards of approximately $ 7,000 at December 31, 2021. The Company’s net operating losses and research and development tax credits may ultimately be limited by Section 382 of the Internal Revenue Code and, as a result, the Company may be unable to offset future taxable income (if any) with losses, or its tax liability with credits, before such losses and credits expire. Included in the Federal net operating loss carryforwards are $ 13.0 million of losses generated from 2018 onward that have an indefinite carryover period. The remaining Federal and New Jersey net operating loss carryforwards and Federal and New Jersey tax credit carryforwards will expire at various times between 2021 and 2038 unless utilized. The Company has analyzed the tax positions taken or expected to be taken in its tax returns and concluded it has no liability related to uncertain tax positions. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2016 and does not anticipate a change in its uncertain tax positions within the next twelve months. The Company’s policy is to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Stock Plans and Share-Based Pay
Stock Plans and Share-Based Payments | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plans and Share-Based Payments | Note 16 - Stock Plans and Share-Based Payments The fair value of stock options and restricted stock is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of stock-based awards is amortized over the vesting period of the award. Stock Plans In 2015, the Board of Directors adopted the Nephros, Inc. 2015 Equity Incentive Plan (“2015 Plan”). As of December 31, 2021, including amendments approved by the Board of Directors, 2,547,400 10 As of December 31, 2021, options to purchase 1,349,471 shares of common stock had been issued to employees under the 2015 Plan and were outstanding. The options issued to employees expire on various dates between April 15, 2025 and December 14, 2031. Taking into account all options and restricted stock granted under the 2015 Plan, there are 633,209 shares available for future grant under the 2015 Plan. Generally, grants vest based on a service condition only and vest between two four years The Company’s previously adopted and approved plan, the 2004 Stock Incentive Plan (“2004 Plan”), expired in the year ended December 31, 2014. As of December 31, 2021, options to purchase 43,705 The options expire on various dates between March 24, 2021 and March 26, 2024. 33,334 Options currently outstanding are fully vested. Stock Options The Company has elected to recognize forfeitures as they occur. Stock-based compensation expense recognized for the years ended December 31, 2021 and 2020 was $ 0.9 0.7 For the year ended December 31, 2021, $ 0.9 48,000 0.6 55,000 The following table summarizes the option activity for the years ended December 31, 2021 and 2020: Summary of Option Activity Shares Weighted Outstanding at December 31, 2019 1,011, 082 $ 5.51 Options granted 291,648 7.01 Options forfeited or expired (33,402 ) 8.60 Options exercised (3,668 ) 2.84 Outstanding at December 31, 2020 1,265,660 $ 5.78 Options granted 391,156 7.81 Options forfeited or expired (152,051 ) 6.71 Options exercised (78,255 ) 4.79 Outstanding at December 31, 2021 1,426,510 $ 6.29 The following table summarizes the options exercisable and vested and expected to vest as of December 31, 2021 and 2020 (in thousands except per share prices): Summary of Options Exercisable Vested and Expected to Vest Shares Weighted Exercisable at December 31, 2020 814,160 $ 5.21 Vested and expected to vest at December 31, 2020 1,239,473 $ 5.76 Exercisable at December 31, 2021 877,633 $ 5.46 Vested and expected to vest at December 31, 2021 1,395,932 $ 6.26 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility. Schedule of Fair Value Assumptions Option Pricing Assumptions Grant Year 2021 2020 Stock Price Volatility 70.62 % 71.88 % Risk-Free Interest Rates 1.02 % 0.41 % Expected Life (in years) 6.17 6.23 Expected Dividend Yield 0 % 0 % Expected volatility is based on historical volatility of the Company’s common stock at the time of grant. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding with the expected life of the options. For the expected life, the Company is using the simplified method as described in the SEC Staff Accounting Bulletin 107. This method assumes that stock option grants will be exercised based on the average of the vesting periods and the option’s life. The weighted-average fair value of options granted in 2021 and 2020 is $ 4.94 and $ 4.45 , respectively. The aggregate intrinsic values of stock options outstanding and stock options vested or expected to vest as of December 31, 2021 were $ 0.7 million and $ 0.8 million, respectively. A stock option has intrinsic value, at any given time, if and to the extent that the exercise price of such stock option is less than the market price of the underlying common stock at such time. The weighted-average remaining contractual life of options vested or expected to vest as of December 31, 2021 was 6.6 years. The intrinsic values of stock options exercised were approximately $ 265,000 20,000 As of December 31, 2021, there was $ 2.4 3.0 Restricted Stock The Company has issued restricted stock as compensation for the services of certain employees and non-employee directors. The grant date fair value of restricted stock is based on the fair value of the common stock on the date of grant, and compensation expense is recognized based on the period in which the restrictions lapse. The following table summarizes restricted stock activity for the years ended December 31, 2021 and 2020: Summary of Restricted Stock Activity Shares Weighted Nonvested at December 31, 2019 55,111 $ 8.57 - - Vested (55,111 ) 8.57 Nonvested at December 31, 2020 - - Granted 83,513 8.07 Vested (23,781 ) 8.06 Nonvested at December 31, 2021 59,732 $ 8.07 The total fair value of restricted stock that vested during the years ended December 31, 2021 and 2020 was $ 0.2 0.5 Total stock-based compensation expense for the restricted stock granted to employees and non-employee directors was approximately $ 333,000 for the year ended December 31, 2021 and is included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss. Total stock-based compensation expense for the restricted stock granted to employees and non-employee directors was approximately $ 52,000 for the year ended December 31, 2020. Approximately $ 42,000 and $ 10,000 is included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. 169,000 As of December 31, 2021, there was approximately $ 172,000 2.5 The aggregate shares of common stock legally issued and outstanding as of December 31, 2021 is greater than the aggregate shares of common stock outstanding for accounting purposes by the amount of unvested restricted shares. SRP Equity Incentive Plan SRP’s 2019 Equity Incentive Plan was approved on May 7, 2019 under which 150,000 Summary of Option Activity Shares Weighted Outstanding at December 31, 2019 23,040 $ 5.00 Options forfeited or expired (8,587 ) 5.00 Outstanding at December 31, 2020 14,453 $ 5.00 Options forfeited or expired (9,173 ) 5.00 Outstanding at December 31, 2021 5,280 $ 5.00 Stock-based compensation expense related to the SRP stock options was approximately $ 3,000 37,000 16,000 21,000 Stock-based compensation expense related to the SRP stock options is presented by the Company as noncontrolling interest on the consolidated balance sheet as of December 31, 2021. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 17 - Stockholders’ Equity July 2021 Common Stock Issuance On July 9, 2021, the Company issued 123,981 100 1.2 49,000 123,981 October 2020 Common Stock Issuance On October 20, 2020, the Company issued 833,333 5.0 6.00 0.3 4.7 833,333 166,667 1.0 February 2020 Common Stock Issuance On February 4, 2020, the Company issued 937,500 7.5 8.00 0.7 6.8 Noncontrolling Interest On September 5, 2018, SRP entered into a Series A Preferred Stock Purchase Agreement with certain purchasers pursuant to which SRP sold 600,000 shares of its Series A Preferred Stock (“Series A Preferred”) for $ 5.00 per share. The aggregate purchase price was $ 3.0 million. The net proceeds from the issuance of the Series A Preferred are restricted to SRP expenses, and may not be used for the benefit of the Company or other affiliated entities, except to reimburse for expenses directly attributable to SRP. Following the Series A Preferred transaction, the Company retained a 62.5 % ownership interest in SRP, holding 100 % of the outstanding common shares, and holders of Series A Preferred retained a 37.5 % interest in SRP on a fully diluted basis, holding 100 % of the outstanding preferred shares. Of the 600,000 shares of Series A Preferred issued, the shares purchased by related parties comprised of persons controlled by members of management and by the Company’s largest stockholder amounted to 18,000 and 400,000 shares, respectively. Each share of Series A Preferred is initially convertible into one share of SRP common stock, subject to adjustment for stock splits and recapitalization events. Subject to customary exempt issuances, in the event SRP issues additional shares of its common stock or securities convertible into common stock at a per share price that is less than the original Series A Preferred price, the conversion price of the Series A Preferred will automatically be reduced to such lower price. In the event of any voluntary or involuntary liquidation, dissolution or winding up of SRP, the holders of the Series A Preferred are entitled to be paid out of the assets of SRP available for distribution to its stockholders or, in the case of a deemed liquidation event, out of the consideration payable to stockholders in such deemed liquidation event or the available proceeds, before any payment shall be made to the holders of SRP common stock by reason of their ownership thereof, an amount per share equal to one times (1x) the Series A Preferred original issue price, plus any accruing dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Series A Liquidation Preference”). If upon any such liquidation, dissolution or winding up of SRP or deemed liquidation event, the assets of SRP available for distribution to its stockholders shall be insufficient to pay the Series A Liquidation Preference in full, the holders of Series A Preferred shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. After the full payment of the Series A Liquidation Preference, the holders of the Series A Preferred and the holders of common stock will share ratably in any remaining proceeds available for distribution on an as-converted to common stock basis. Each share of Series A Preferred accrues dividends at the rate per annum of $ 0.40 per share. The accruing dividends shall accrue from day to day, whether or not declared, and shall be cumulative and shall be payable only when, as, and if declared by the Board. As of December 31, 2021, accrued dividends on the Series A Preferred was $ 0.8 Holders of Series A Preferred shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred held by such holder are convertible as of the record date for determining stockholders entitled to vote. Except as provided by law or by the other provisions, the holders of Series A Preferred vote together with the holders of common stock as a single class. Notwithstanding the foregoing, for as long as at least 150,000 250,000 The noncontrolling interest in SRP held by holders of the Series A Preferred has been classified as equity on the accompanying consolidated balance sheet, as the noncontrolling interest is redeemable only upon the occurrence of events that are within the control of the Company. Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. As of December 31, 2021 and 2020, all of the Company’s outstanding warrants are classified as equity. The following table summarizes certain terms of all of the Company’s outstanding warrants at December 31, 2021 and 2020: Schedule of Warrant Outstanding Exercise Total Common Title of Warrant Date Issued Expiry Date Price 2021 2020 Equity-classified warrants June 2016 – Note and Warrant Agreement 6/7/2016 6/7/2021 $ 2.70 - 127,121 March 2017 – private placement warrants 3/22/2017 3/22/2022 $ 2.70 123,476 143,476 Warrants Exercised During 2021 and 2020 During the year ended December 31, 2021, the Company issued an aggregate of 120,966 126,008 120,966 110,003 0.3 10,963 16,005 66,667 0.2 4,570 6,669 During the year ended December 31, 2020, warrants to purchase 40,012 0.2 40,012 4,344 33,000 |
Savings Incentive Match Plan
Savings Incentive Match Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Savings Incentive Match Plan | Note 18 – Savings Incentive Match Plan On January 1, 2017, the Company established a Savings Incentive Match Plan for Employees Individual Retirement Account (SIMPLE IRA), which covers all employees. The SIMPLE IRA Plan provides for voluntary employee contributions up to statutory IRA limitations. The Company matches 100 3 92,000 89,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19 - Commitments and Contingencies Purchase Commitments In exchange for the rights granted under the License and Supply Agreement with Medica (see Note 9 – License and Supply Agreement, net), the Company agreed to make certain minimum annual aggregate purchases from Medica over the term of the License and Supply Agreement. For the year ended December 31, 2021, the Company agreed to make minimum annual aggregate purchases from Medica of € 3.3 million (approximately $ 3.9 million). For the year ended December 31, 2021, the Company’s aggregate purchase commitments totaled € 3.5 million (approximately $ 4.2 million). |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 20 – Segment Reporting The Company has defined three nd The Company’s chief operating decision maker evaluates the financial performance of the Company’s segments based upon segment revenues, gross margin and operating expenses which include research and development and selling, general and administrative expenses. Items below loss from operations are not reported by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s chief operating decision maker. The Company does not report balance sheet information by segment since such information is not reviewed by the Company’s chief operating decision maker. The accounting policies for the Company’s segments are the same as those described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” of this Annual Report on Form 10-K and Note 2 – Summary of Significant Accounting Policies. The tables below present segment information reconciled to total Company loss from operations, with segment operating loss including gross profit less direct research and development expenses and direct selling, general and administrative expenses to the extent specifically identified by segment (in thousands): Schedule of Segment Information Water Filtration Pathogen Detection Renal Products Nephros, Inc. Consolidated Year Ended December 31, 2021 Water Filtration Pathogen Detection Renal Products Nephros, Inc. Consolidated Total net revenues $ 10,217 $ 187 $ - $ 10,404 Gross margin 5,641 102 - 5,743 Research and development expenses 1,251 668 247 2,166 Depreciation and amortization expense 200 2 - 202 Selling, general and administrative expenses 7,124 515 71 7,710 Change in fair value of contingent consideration Total operating expenses 8,575 1,184 318 10,078 Loss from operations $ (2,934 ) $ (1,083 ) $ (318 ) $ (4,335 ) Water Filtration Pathogen Detection Renal Products Nephros, Inc. Consolidated Year Ended December 31, 2020 Water Filtration Pathogen Detection Renal Products Nephros, Inc. Consolidated Total net revenues $ 8,532 $ 29 $ - $ 8,561 Gross margin 4,900 13 - 4,913 Research and development expenses 1,240 262 1,257 2,759 Depreciation and amortization expense 192 - - 192 Selling, general and administrative expenses 5,693 468 305 6,466 Change in fair value of contingent consideration (229 ) - - (229 ) Total operating expenses 6,896 730 1,562 9,188 Loss from operations $ (1,996 ) $ (717 ) $ (1,562 ) $ (4,275 ) As of December 31, 2021, $ 0.2 million of total assets in the Renal Products segment consisted of cash received from the loan agreement between Nephros and SRP. As of December 31, 2020, $ 0.2 0.2 0.1 0.1 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 21 – Subsequent Event On February 1, 2022, SRP, the Company’s majority-owned subsidiary, entered into a First Amendment to Series A Preferred Stock Purchase Agreement (the “Amendment”) with the holders of SRP’s outstanding shares of Series A Preferred Stock. The Amendment amended the terms of the Series A Preferred Stock Purchase Agreement, dated September 9, 2018, among SRP and the purchasers identified therein (the “SRP Purchase Agreement”), pursuant to which SRP had sold to such purchasers an aggregate of 600,000 5.00 3.0 100,003 100,003 500,015 62,500 62.5% 833 36% 29,938 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including SRP, in which a controlling interest is maintained by the Company. Outside stockholders’ interest in SRP of 37.5 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, value of contingent consideration, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. |
Liquidity | Liquidity The Company has sustained operating losses and expects such losses to continue over the next several quarters. In addition, net cash from operations has been negative since inception, generating an accumulated deficit of $ 135.7 On September 5, 2018, SRP completed a private placement transaction whereby SRP sold preferred shares equivalent to 37.5 % of its outstanding equity interests for aggregate proceeds of $ 3.0 million. As of approximately July 1, 2020, SRP had fully spent the proceeds from this private placement. On October 9, 2020, Nephros and SRP entered into a loan agreement under which Nephros agreed to lend up to $ 1.3 million to SRP, including the $ 1.0 million borrowed during the year ended December 31, 2020. These funds are to be used to fund SRP’s operating activities and are expected to be sufficient to fund SRP through the planned FDA 510(k) clearance process of SRP’s second-generation hemodiafiltration system, which was initially submitted to the FDA for “Special 510(k)” clearance in February 2021 and resubmitted for “Traditional 510(k)” clearance in June 2021. As of December 31, 2021, the outstanding balance, including accrued interest, was $ 1.3 million. Based on cash that is available for the Company’s operations and projections of future Company operations, the Company believes that its cash balances will be sufficient to fund its current operating plan – including any remaining negative impact of the COVID-19 pandemic – through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. Additionally, the Company’s operating plans are designed to help control operating costs and to increase revenue until such time as the Company generates sufficient cash flows from operations. While significant progress has been made against the COVID-19 pandemic, some uncertainty remains with respect to the Company’s projections regarding the availability of sufficient cash resources, due to the possibility that COVID-19 infections could increase again and cause further disruption to economic conditions. During the pandemic, particularly during calendar year 2020, the Company saw decreased demand for its hospital filtration products, particularly in emergency pathogen outbreak response. In addition, sales to new customers – including water filtration and pathogen detection products – were hindered by pandemic-related travel restrictions. Also, the Company’s commercial filtration products, which are primarily targeted at the hospitality and food service markets, saw a decrease in demand, due to the closure of many hotels and restaurants. The Company believes that broad vaccine distribution and increased population immunity has reduced the probability of further significant negative COVID-19 impacts, but if these decreases in demand return and the Company is unable to achieve its revenue plan, the Company may need to reduce budgeted expenditures as appropriate to preserve its available capital resources, which could slow its revenue growth plans. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes,” which removes certain exceptions to the general principles of the accounting for income taxes and also improves consistent application of and simplification of other areas when accounting for income taxes. The Company adopted this guidance as of January 1, 2021 and the guidance did not have an impact on its consolidated financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. |
Major Customers | Major Customers For the years ended December 31, 2021 and 2020, the following customers accounted for the following percentages of the Company’s revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2021 2020 A 17 % 16 % B 11 % 14 % C 7 % 11 % Total 35 % 41 % As of December 31, 2021 and 2020, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2021 2020 B 19 % 5 % D 11 % 3 % A 8 % 19 % E 6 % 12 % Total 44 % 39 % |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020, cash and cash equivalents were deposited in financial institutions and consisted entirely of immediately available fund balances. The Company maintains its cash deposits and cash equivalents with financial institutions it believes to be well-known and stable. |
Accounts Receivable | Accounts Receivable The Company provides credit terms to customers in connection with purchases of the Company’s products. Management periodically reviews customer account activity in order to assess the adequacy of the allowances provided for potential collection issues and returns. Factors considered include economic conditions, each customer’s payment and return history and credit worthiness. Adjustments, if any, are made to reserve balances following the completion of these reviews to reflect management’s best estimate of potential losses. The allowance for doubtful accounts was approximately $ 1,000 11,000 |
Inventory | Inventory For all medical device products and some commercial products, the Company engages third parties to manufacture and package its finished goods, which are shipped to the Company for warehousing, until sold to distributors or end customers. Some commercial products are manufactured at Company facilities. Inventory consists of finished goods and raw materials and is valued at the lower of cost or net realizable value using the first-in, first-out method. Our inventory reserve requirements are based on various factors including product expiration date and estimates for the future sales of the product. Reserve assessments include inventory obsolescence based upon expiration date, damaged, or rejected product, slow-moving products, and other considerations. |
License and Supply Rights | License and Supply Rights The Company’s rights under the License and Supply Agreement with Medica are capitalized and stated at cost, less accumulated amortization, and are amortized using the straight-line method over the term of the License and Supply Agreement, which is from April 23, 2012 through December 31, 2025. The Company determines amortization periods for licenses based on its assessment of various factors impacting estimated useful lives and cash flows of the acquired rights. Such factors include the expected launch date of the product, the strength of the intellectual property protection of the product and various other competitive, developmental, and regulatory issues, and contractual terms. See Note 9 – License and Supply Agreement, net for further discussion. |
Leases | Leases The Company determines if an arrangement contains a lease at inception. Leases are included in lease right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 842 to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from nonlease components and, instead, account for them as a single component. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. These assets are depreciated over their estimated useful lives of three to seven years using the straight-line method The Company adheres to ASC 360 and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell. There were no |
Intangible Assets | Intangible Assets The Company’s intangible assets include finite lived assets. Finite lived intangible assets, consisting of customer relationships, tradenames, service marks and domain names are amortized on a straight-line basis over the estimated useful lives of the assets. Finite lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Impairment testing requires management to estimate the future undiscounted cash flows of an intangible asset using assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in the impairment testing. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired. In accordance with ASC 350, “Goodwill and Other Intangibles,” rather than recording periodic amortization, goodwill is subject to an annual assessment for impairment by applying a fair value-based test. If the fair value of the reporting unit exceeds the reporting unit’s carrying value, including goodwill, then goodwill is considered not impaired, making further analysis not required. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable. |
Fair Value Measurements | Fair Value Measurements The Company measures certain financial instruments and other items at fair value. To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 Level 2 - Level 3 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers.” ASC 606 prescribes a five-step model for recognizing revenue, which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price; and (v) recognizing revenue. See Note 4 – Revenue Recognition for further discussion. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs charged to customers are recorded as revenue and as cost of goods sold and were approximately $ 71,000 and $ 47,000 for the years ended December 31, 2021 and 2020, respectively. |
Research and Development Costs | Research and Development Costs Research and development costs represent a significant part of our business. Costs included in research and development are expensed as incurred and relate to the processes of discovering, testing and developing new products, improving existing products and regulatory compliance prior to FDA approval. Research and development costs include, but are not limited to, personnel expenses, consulting costs and equipment depreciation. |
Stock-Based Compensation | Stock-Based Compensation The fair value of stock options is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of the Company’s stock option awards is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. The fair value of stock-based awards is amortized over the vesting period of the award. For stock awards that vest based on performance conditions (e.g., achievement of certain milestones), expense is recognized when it is probable that the condition will be met. |
Warrants | Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. |
Other Income and Expense, net | Other Income and Expense, net Other income, net, of $ 0.5 million for the year ended December 31, 2021 is primarily due to the extinguishment of the U.S. Small Business Administration’s Paycheck Protection Plan (“PPP”) loan. Other expense, net, of $ 0.2 million for the year ended December 31, 2020 is primarily due to interest expense of $ 0.1 0.1 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, which requires accounting for deferred income taxes under the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2021 and 2020. ASC 740 prescribes, among other things, a recognition threshold and measurement attributes for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return. ASC 740 utilizes a two-step approach for evaluating uncertain tax positions. Step one, or recognition, requires a company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, or measurement, is based on the largest amount of benefit that is more likely than not to be realized on settlement with the taxing authority. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2016. During the years ended December 31, 2021 and 2020, the Company recognized no adjustments for uncertain tax positions. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulation and interpretations, thereof. The Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was enacted into law on March 27, 2020. The act contains several tax relief and economic stimulus provisions. The enactment of the CARES Act did not have a material impact on the Company’s financial statements. See Note 15 – Income Taxes for further discussion. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing net loss available to common stockholders by the number of weighted average common shares issued and outstanding. Diluted net loss per common share is calculated by dividing net loss available to common stockholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. The following securities have been excluded from the dilutive per share computation as they are antidilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2021 2020 Shares underlying options outstanding 1,426,510 1,265,660 Shares underlying warrants outstanding 123,476 260,597 Unvested restricted stock 59,732 - |
Foreign Currency Translation | Foreign Currency Translation Foreign currency translation is recognized in accordance with ASC 830. The functional currency of Nephros International Limited, the Company’s Irish subsidiary is the Euro, and its translation gains and losses are included in accumulated other comprehensive income. The balance sheet is translated at the year-end rate. The consolidated statements of operations and comprehensive loss are translated at the weighted average rate for the year. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss, as defined in ASC 220, is the total of net loss and all other non-owner changes in equity (or other comprehensive loss). The Company’s other comprehensive loss consists only of foreign currency translation adjustments. |
Recent Accounting Pronouncements, Not Yet Effective | Recent Accounting Pronouncements, Not Yet Effective In May 2021, the FASB issued ASU 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options,” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires that an entity recognize contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606. The guidance is effective for the Company beginning in the first quarter of fiscal year 2023 and should be applied prospectively. Early adoption is permitted. The Company will assess the impact, if any, of adopting this guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenues and Accounts Receivable Percentage of Major Customers | For the years ended December 31, 2021 and 2020, the following customers accounted for the following percentages of the Company’s revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2021 2020 A 17 % 16 % B 11 % 14 % C 7 % 11 % Total 35 % 41 % As of December 31, 2021 and 2020, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2021 2020 B 19 % 5 % D 11 % 3 % A 8 % 19 % E 6 % 12 % Total 44 % 39 % |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities have been excluded from the dilutive per share computation as they are antidilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, 2021 2020 Shares underlying options outstanding 1,426,510 1,265,660 Shares underlying warrants outstanding 123,476 260,597 Unvested restricted stock 59,732 - |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired | Schedule of Assets Acquired Total Consideration (in thousands) Intellectual property $ 1,098 Equipment 75 Total consideration $ 1,173 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of License, Royal and Other Revenue | Schedule of License, Royal and Other Revenue 2021 2020 Years Ended December 31, 2021 2020 $ $ Other revenue 121 40 Royalty revenue under the License Agreement with Bellco 59 48 Royalty revenue under the Sublicense Agreement with CamelBak (1) 20 - Total royalty and other revenues $ 200 $ 108 Revenue $ 200 $ 108 (1) In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under the Sublicense Agreement, the Company granted CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the Company’s individual water treatment device. In exchange for the rights granted to CamelBak, CamelBak agreed, through December 31, 2022, to pay the Company a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay a fixed per-unit fee for any other sales made. CamelBak was also required to meet or exceed certain minimum annual fees payable to the Company, and if such fees were not met or exceeded, the Company was able to convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. In the first quarter of 2019, the Sublicense Agreement was amended to eliminate the minimum fee obligations starting May 6, 2018 and, as such, Camelbak has no further minimum fee obligation. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 (in thousands): Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Cash $ 2,952 $ - $ - $ 2,952 Money market funds 4,021 - - 4,021 Cash and cash equivalents $ 6,973 $ - $ - $ 6,973 The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020 (in thousands): Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Cash $ 4,238 $ - $ - $ 4,238 Money market funds 4,011 - - 4,011 Cash and cash equivalents $ 8,249 $ - $ - $ 8,249 |
Schedule of Change in Fair Value of Contingent Consideration Liability Using Unobservable Level 3 Inputs | The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent consideration liability using unobservable Level 3 inputs for the year ended December 31, 2020 (in thousands): Schedule of Change in Fair Value of Contingent Consideration Liability Using Unobservable Level 3 Inputs Contingent Consideration Balance as of December 31, 2019 $ 300 Payments against contingent consideration (85 ) Change in fair value of contingent consideration liability (229 ) Accretion of contingent consideration liability 14 Balance as of December 31, 2020 $ - |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | The Company’s inventory components as of December 31, 2021 and 2020 were as follows (in thousands): Schedule of Inventory, Net 2021 2020 December 31, 2021 2020 Finished goods $ 3,760 $ 4,340 Raw material 1,035 964 Total inventory $ 4,795 $ 5,304 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment as of December 31, 2021 and 2020 was as follows (in thousands): Schedule of Property and Equipment, Net Estimated Useful December 31, Life 2021 2020 Manufacturing and research equipment 3 7 $ 1,144 $ 1,045 Computer equipment 3 4 43 43 Furniture and fixtures 7 37 37 Leasehold improvements 2 4 25 13 Property and equipment, gross 1,249 1,138 Less: accumulated depreciation (883 ) (843 ) Property and equipment, net $ 366 $ 295 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table shows the gross carrying values and accumulated amortization of the Company’s intangible assets by type as of December 31, 2021 and 2020: Schedule of Intangible Assets December 31, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) Tradenames, service marks and domain names $ 50 $ (30 ) $ 20 $ 50 $ (20 ) $ 30 Intellectual property 1,098 (26 ) 1,072 - - - Customer relationships 540 (96 ) 444 540 (64 ) 476 Total intangible assets $ 1,688 $ (152 ) $ 1,536 $ 590 $ (84 ) $ 506 |
Schedule of Future Amortization Expense | As of December 31, 2021, future amortization expense for the next five years is estimated to be: Schedule of Future Amortization Expense 2022 $ 152,000 2023 $ 152,000 2024 $ 142,000 2025 $ 142,000 2026 $ 142,000 |
Secured Note Payable (Tables)
Secured Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Future Debt Principal Maturities | As of December 31, 2021, future principal maturities are as follows (in thousands): Schedule of Future Debt Principal Maturities 2022 $ 248 2023 95 Total $ 343 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Components of Lease Cost | The components of total lease costs were as follows (in thousands): Schedule of Components of Lease Cost Year ended December 31, 2021 Year ended December 31, 2020 Operating lease cost $ 391 $ 402 Finance lease cost: Amortization of right-of-use assets 12 7 Interest on lease liabilities 2 2 Total finance lease cost 14 9 Variable lease cost 48 43 Total lease cost $ 453 $ 454 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): Schedule of Supplemental Cash Flow Information Related to Leases Year ended December 31, 2021 Year ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 429 $ 392 Financing cash flows from finance leases $ 11 $ 6 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands except years): Schedule of Supplemental Balance Sheet Information Related to Leases December 31, 2021 December 31, 2020 Operating lease right-of-use assets $ 706 $ 1,002 Finance lease right-of-use assets $ 24 $ 35 Current portion of operating lease liabilities $ 352 $ 321 Operating lease liabilities, net of current portion 400 735 Total operating lease liabilities $ 752 $ 1,056 Current portion of finance lease liabilities $ 12 $ 11 Finance lease liabilities, net of current portion 12 24 Total finance lease liabilities $ 24 $ 35 Weighted average remaining lease term Operating leases 2.2 3.1 Finance leases 2.2 3.3 Weighted average discount rate Operating leases 8.0 % 8.0 % Finance leases 8.0 % 8.0 % |
Schedule of Maturities of Lease Liabilities | As of December 31, 2021, maturities of lease liabilities were as follows (in thousands): Schedule of Maturities of Lease Liabilities Operating Leases Finance Leases 2022 $ 395 $ 14 2023 269 8 2024 156 4 Total future minimum lease payments 820 26 Less imputed interest (68 ) (2 ) Total $ 752 $ 24 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of December 31, 2021 and 2020 were as follows (in thousands): Schedule of Accrued Expenses 2021 2020 December 31, 2021 2020 Accrued bonus $ 232 $ 81 Accrued directors’ fees - 169 Accrued legal 37 - Accrued sales commission 34 24 Accrued sales tax payable 26 - Accrued franchise tax 21 - Accrued other 94 67 Accrued expenses $ 444 $ 341 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax benefit computed at the statutory tax rate to the Company’s effective tax rate for the years ended December 31, 2021 and 2020 is as follows: Schedule of Effective Income Tax Rate Reconciliation Years Ended December 31, 2021 2020 U.S. federal statutory rate 21.00 % 21.00 % State taxes 1.82 % 1.31 % Expired NOLs and credits (6.60 )% (31.40 )% Stock-based compensation (2.17 )% (2.40 )% Federal research and development credits 2.59 % 3.38 % Other (1.27 )% 2.98 % Paycheck protection loan forgiveness 2.62 % - Valuation allowance (17.99 )% 4.98 % Effective tax rate - % (0.15 )% |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2021 and 2020 are as follows (in thousands): Schedule of Deferred Tax Assets 2021 2020 December 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 18,473 $ 17,922 Research and development credits 1,413 1,348 Nonqualified stock option compensation expense 601 487 Lease liabilities 179 256 Other temporary book - tax differences 75 69 Total deferred tax assets 20,741 20,082 Deferred tax liabilities: Lease right-of-use assets (169 ) (244 ) Fixed and intangible asset basis difference (119 ) (76 ) Total deferred tax liabilities (288 ) (320 ) Deferred tax assets, net 20,453 19,762 Valuation allowance for deferred tax assets (20,453 ) (19,762 ) Deferred tax assets, net after valuation allowance $ - $ - |
Stock Plans and Share-Based P_2
Stock Plans and Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Option Activity | The following table summarizes the option activity for the years ended December 31, 2021 and 2020: Summary of Option Activity Shares Weighted Outstanding at December 31, 2019 1,011, 082 $ 5.51 Options granted 291,648 7.01 Options forfeited or expired (33,402 ) 8.60 Options exercised (3,668 ) 2.84 Outstanding at December 31, 2020 1,265,660 $ 5.78 Options granted 391,156 7.81 Options forfeited or expired (152,051 ) 6.71 Options exercised (78,255 ) 4.79 Outstanding at December 31, 2021 1,426,510 $ 6.29 |
Summary of Options Exercisable Vested and Expected to Vest | The following table summarizes the options exercisable and vested and expected to vest as of December 31, 2021 and 2020 (in thousands except per share prices): Summary of Options Exercisable Vested and Expected to Vest Shares Weighted Exercisable at December 31, 2020 814,160 $ 5.21 Vested and expected to vest at December 31, 2020 1,239,473 $ 5.76 Exercisable at December 31, 2021 877,633 $ 5.46 Vested and expected to vest at December 31, 2021 1,395,932 $ 6.26 |
Schedule of Fair Value Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility. Schedule of Fair Value Assumptions Option Pricing Assumptions Grant Year 2021 2020 Stock Price Volatility 70.62 % 71.88 % Risk-Free Interest Rates 1.02 % 0.41 % Expected Life (in years) 6.17 6.23 Expected Dividend Yield 0 % 0 % |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity for the years ended December 31, 2021 and 2020: Summary of Restricted Stock Activity Shares Weighted Nonvested at December 31, 2019 55,111 $ 8.57 - - Vested (55,111 ) 8.57 Nonvested at December 31, 2020 - - Granted 83,513 8.07 Vested (23,781 ) 8.06 Nonvested at December 31, 2021 59,732 $ 8.07 |
SRP Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Option Activity | Summary of Option Activity Shares Weighted Outstanding at December 31, 2019 23,040 $ 5.00 Options forfeited or expired (8,587 ) 5.00 Outstanding at December 31, 2020 14,453 $ 5.00 Options forfeited or expired (9,173 ) 5.00 Outstanding at December 31, 2021 5,280 $ 5.00 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrant Outstanding | The following table summarizes certain terms of all of the Company’s outstanding warrants at December 31, 2021 and 2020: Schedule of Warrant Outstanding Exercise Total Common Title of Warrant Date Issued Expiry Date Price 2021 2020 Equity-classified warrants June 2016 – Note and Warrant Agreement 6/7/2016 6/7/2021 $ 2.70 - 127,121 March 2017 – private placement warrants 3/22/2017 3/22/2022 $ 2.70 123,476 143,476 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The tables below present segment information reconciled to total Company loss from operations, with segment operating loss including gross profit less direct research and development expenses and direct selling, general and administrative expenses to the extent specifically identified by segment (in thousands): Schedule of Segment Information Water Filtration Pathogen Detection Renal Products Nephros, Inc. Consolidated Year Ended December 31, 2021 Water Filtration Pathogen Detection Renal Products Nephros, Inc. Consolidated Total net revenues $ 10,217 $ 187 $ - $ 10,404 Gross margin 5,641 102 - 5,743 Research and development expenses 1,251 668 247 2,166 Depreciation and amortization expense 200 2 - 202 Selling, general and administrative expenses 7,124 515 71 7,710 Change in fair value of contingent consideration Total operating expenses 8,575 1,184 318 10,078 Loss from operations $ (2,934 ) $ (1,083 ) $ (318 ) $ (4,335 ) Water Filtration Pathogen Detection Renal Products Nephros, Inc. Consolidated Year Ended December 31, 2020 Water Filtration Pathogen Detection Renal Products Nephros, Inc. Consolidated Total net revenues $ 8,532 $ 29 $ - $ 8,561 Gross margin 4,900 13 - 4,913 Research and development expenses 1,240 262 1,257 2,759 Depreciation and amortization expense 192 - - 192 Selling, general and administrative expenses 5,693 468 305 6,466 Change in fair value of contingent consideration (229 ) - - (229 ) Total operating expenses 6,896 730 1,562 9,188 Loss from operations $ (1,996 ) $ (717 ) $ (1,562 ) $ (4,275 ) |
Schedule of Revenues and Accoun
Schedule of Revenues and Accounts Receivable Percentage of Major Customers (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 17.00% | 16.00% |
Revenue Benchmark [Member] | Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 11.00% | 14.00% |
Revenue Benchmark [Member] | Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 7.00% | 11.00% |
Revenue Benchmark [Member] | Customer Total [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 35.00% | 41.00% |
Accounts Receivable [Member] | Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 8.00% | 19.00% |
Accounts Receivable [Member] | Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 19.00% | 5.00% |
Accounts Receivable [Member] | Customer Total [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 44.00% | 39.00% |
Accounts Receivable [Member] | Customer D [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 11.00% | 3.00% |
Accounts Receivable [Member] | Customer E [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 6.00% | 12.00% |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,426,510 | 1,265,660 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 123,476 | 260,597 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 59,732 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Oct. 09, 2020 | Sep. 05, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Product Information [Line Items] | ||||
Accumulated deficit | $ 135,725,000 | $ 131,858,000 | ||
Allowance for doubtful accounts receivable | $ 1,000 | 11,000 | ||
Estimated useful lives for property and equipment, net | These assets are depreciated over their estimated useful lives of three to seven years using the straight-line method | |||
Impairment losses for long-lived assets | $ 0 | 0 | ||
Cost of Goods and Services Sold | 4,661,000 | 3,648,000 | ||
Interest expense | 41,000 | 110,000 | ||
Loss on foreign currency transactions | (3,000) | (1,000) | ||
Paycheck Protection Plan [Member] | ||||
Product Information [Line Items] | ||||
Other Nonoperating Income | 500,000 | |||
Other Nonoperating Expense | 200,000 | |||
Interest expense | 100,000 | |||
Loss on foreign currency transactions | 100,000 | |||
Shipping and Handling [Member] | ||||
Product Information [Line Items] | ||||
Cost of Goods and Services Sold | 71,000 | 47,000 | ||
Specialty Renal Products, Inc. [Member] | Loan Agreement [Member] | ||||
Product Information [Line Items] | ||||
Repayments of Debt | $ 1,300,000 | |||
Proceeds from Loans | $ 1,000,000 | |||
Loans Payable | $ 1,300,000 | |||
Private Placement [Member] | Specialty Renal Products, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Equity method investment, ownership percentage | 37.50% | |||
Sale of Stock, Consideration Received on Transaction | $ 3,000,000 |
Schedule of Assets Acquired (De
Schedule of Assets Acquired (Details) - GenArraytion Inc [Member] $ in Thousands | Jul. 09, 2021USD ($) |
Intellectual property | $ 1,098 |
Equipment | 75 |
Total consideration | $ 1,173 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | Jul. 09, 2021 | Sep. 30, 2021 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Common stock purchase price | $ 1,124,000 | ||
GenArraytion Inc [Member] | Intellectual Property [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
GenArraytion Inc [Member] | Asset Purchase Agreement [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Asset acquisition percentage of asset interests acquired | 100.00% | ||
Common stock shares issued | 123,981 | 123,981 | |
Common stock purchase price | $ 1,200,000 | ||
Asset acquisition consideration transferred transaction cost | $ 49,000 | ||
Percentage for common shares issued to risk of forfeiture | 5000.00% | ||
Royalty payments rate | 5.00% | ||
Consideration amount | $ 1,200,000 |
Schedule of License, Royal and
Schedule of License, Royal and Other Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 10,404 | $ 8,561 | |
Other Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 121 | 40 | |
Royalty Revenue [Member] | Bellco License Agreement [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 59 | 48 | |
Royalty Revenue [Member] | Camelbak Sublicense Agreement [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | [1] | 20 | |
License Royalty and Other Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 200 | $ 108 | |
[1] | In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under the Sublicense Agreement, the Company granted CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the Company’s individual water treatment device. In exchange for the rights granted to CamelBak, CamelBak agreed, through December 31, 2022, to pay the Company a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay a fixed per-unit fee for any other sales made. CamelBak was also required to meet or exceed certain minimum annual fees payable to the Company, and if such fees were not met or exceeded, the Company was able to convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. In the first quarter of 2019, the Sublicense Agreement was amended to eliminate the minimum fee obligations starting May 6, 2018 and, as such, Camelbak has no further minimum fee obligation. |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - Bellco [Member] | Dec. 31, 2021Products$ / shares | Dec. 31, 2021Products€ / shares |
Number of units under first tier royalty receivable | 125,000 | 125,000 |
First Tier Royalty Per Unit | (per share) | $ 2.10 | € 1.75 |
Second tier royalty per unit | (per share) | $ 1.50 | € 1.25 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 2,952 | $ 4,238 |
Money market funds | 4,021 | 4,011 |
Cash and cash equivalents | 6,973 | 8,249 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | 2,952 | 4,238 |
Money market funds | 4,021 | 4,011 |
Cash and cash equivalents | 6,973 | 8,249 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Money market funds | ||
Cash and cash equivalents | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Money market funds | ||
Cash and cash equivalents |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value of Contingent Consideration Liability Using Unobservable Level 3 Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value of contingent consideration liability | $ (229) | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance as of December 31, 2019 | ||
Balance as of December 31, 2020 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance as of December 31, 2019 | 300 | |
Payments against contingent consideration | (85) | |
Change in fair value of contingent consideration liability | (229) | |
Accretion of contingent consideration liability | $ 14 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Change in fair value of contingent consideration | $ 229,000 | ||
Remaining escrow amount | $ 94,000 | ||
Membership Interest Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Lump sum payment | $ 100,000 |
Schedule of Inventory, Net (Det
Schedule of Inventory, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 3,760 | $ 4,340 |
Raw material | 1,035 | 964 |
Total inventory | $ 4,795 | $ 5,304 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,249 | $ 1,138 |
Less: accumulated depreciation | (883) | (843) |
Property and equipment, net | 366 | 295 |
Manufacturing and Research Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,144 | 1,045 |
Manufacturing and Research Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 3 years | |
Manufacturing and Research Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 43 | 43 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 4 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 7 years | |
Property and equipment, gross | $ 37 | 37 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25 | $ 13 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Life | 4 years |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation | $ 38,000 | $ 25,000 |
Cost, Depreciation | 17,000 | $ 16,000 |
Research and Development Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation | $ 7,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,688 | $ 590 |
Accumulated Amortization | (152) | (84) |
Total Intangible Assets, Net | 1,536 | 506 |
Tradenames, Service Marks and Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 50 | 50 |
Accumulated Amortization | (30) | (20) |
Total Intangible Assets, Net | 20 | 30 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,098 | |
Accumulated Amortization | (26) | |
Total Intangible Assets, Net | 1,072 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 540 | 540 |
Accumulated Amortization | (96) | (64) |
Total Intangible Assets, Net | $ 444 | $ 476 |
Schedule of Future Amortization
Schedule of Future Amortization Expense (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 152,000 |
2023 | 152,000 |
2024 | 142,000 |
2025 | 142,000 |
2026 | $ 142,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Amortization of intangible assets | $ 68,000 | $ 42,000 |
Selling, General and Administrative Expense | 7,710,000 | 6,466,000 |
Cost of goods sold | 4,661,000 | 3,648,000 |
Impairment of intangible assets | 0 | 0 |
Goodwill | 759,000 | $ 759,000 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Selling, General and Administrative Expense | 42,000 | |
Cost of goods sold | $ 26,000 |
License and Supply Agreement,_2
License and Supply Agreement, net (Details Narrative) - USD ($) | Apr. 23, 2012 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2013 |
Long-term intangible asset, gross | $ 2,300,000 | |||
License and supply agreement, net | 536,000 | $ 670,000 | ||
Accumulated amortization | (152,000) | (84,000) | ||
Amortization expense | 68,000 | 42,000 | ||
Accounts payable | 70,000 | 68,000 | ||
Cost of Goods Sold [Member] | ||||
Royalty expense | 300,000 | 200,000 | ||
Medica S.p.A. [Member] | ||||
Debt instrument, interest rate, stated percentage | 12.00% | |||
Expiration term of license agreement | Dec. 31, 2025 | |||
License and Supply Agreement [Member] | ||||
Accumulated amortization | 1,800,000 | 1,600,000 | ||
Amortization expense | 100,000 | 100,000 | ||
Interest expense | $ 0 | $ 0 | ||
License and Supply Agreement [Member] | Medica [Member] | April 23, 2014 through December 31, 2025 [Member] | ||||
Royalty rate | 3.00% |
Secured Revolving Credit Faci_2
Secured Revolving Credit Facility (Details Narrative) - USD ($) | May 26, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 17, 2017 |
Interest Expense | $ 41,000 | $ 110,000 | ||
Revolver [Member] | ||||
Interest Expense | $ 7,000 | |||
Related to termination amount | 7,000 | |||
Revolver [Member] | Minimum [Member] | ||||
Interest Expense | $ 25,000 | |||
Loan Agreement [Member] | Tech Capital, LLC [Member] | ||||
Maximum secured revolving credit facility | $ 2,500,000 |
Schedule of Future Debt Princip
Schedule of Future Debt Principal Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 248 |
2023 | 95 |
Total | $ 343 |
Secured Note Payable (Details N
Secured Note Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 27, 2018 | |
Short-term Debt [Line Items] | |||
Interest expense | $ 41,000 | $ 110,000 | |
Secured Note [Member] | |||
Short-term Debt [Line Items] | |||
Repayments of notes payable | 300,000 | 300,000 | |
Interest expense | 38,000 | 58,000 | |
Secured Promissory Note Agreement [Member] | Tech Capital, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Principal amount of secured note payable | $ 300,000 | $ 600,000 | $ 1,200,000 |
Maturity date | Apr. 1, 2023 | ||
Debt interest rate | 8.00% | ||
Debt instrument, maturity date, description | Principal and interest payments are due on the first day of each month commencing on May 1, 2018. |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Details Narrative) - USD ($) $ in Thousands | Jan. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 24, 2020 |
Short-term Debt [Line Items] | ||||
Notes Payable, Noncurrent | $ 482 | |||
Gain (Loss) on Extinguishment of Debt | $ 482 | |||
Paycheck Protection Program [Member] | ||||
Short-term Debt [Line Items] | ||||
Notes Payable, Noncurrent | $ 500 | |||
Gain (Loss) on Extinguishment of Debt | $ 500 |
Schedule of Components of Lease
Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease cost | $ 391 | $ 402 |
Amortization of right-of-use assets | 12 | 7 |
Interest on lease liabilities | 2 | 2 |
Total finance lease cost | 14 | 9 |
Variable lease cost | 48 | 43 |
Total lease cost | $ 453 | $ 454 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating cash flows from operating leases | $ 429 | $ 392 |
Financing cash flows from finance leases | $ 11 | $ 6 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating lease right-of-use assets | $ 706 | $ 1,002 |
Current portion of operating lease liabilities | 352 | 321 |
Operating lease liabilities, net of current portion | 400 | 735 |
Total operating lease liabilities | 752 | 1,056 |
Current portion of finance lease liabilities | 12 | 11 |
Finance lease liabilities, net of current portion | 12 | 24 |
Total finance lease liabilities | $ 24 | $ 35 |
Weighted average remaining lease term, Operating leases | 2 years 2 months 12 days | 3 years 1 month 6 days |
Weighted average remaining lease term, Finance leases | 2 years 2 months 12 days | 3 years 3 months 18 days |
Weighted average discount rate, Operating leases | 8.00% | 8.00% |
Weighted average discount rate, Finance leases | 8.00% | 8.00% |
Finance Lease Right Of Use Assets [Member] | ||
Finance lease right-of-use assets | $ 24 | $ 35 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating Leases, 2022 | $ 395 | |
Finance Leases, 2022 | 14 | |
Operating Leases, 2023 | 269 | |
Finance Leases, 2023 | 8 | |
Operating Leases, 2024 | 156 | |
Finance Leases, 2024 | 4 | |
Operating Leases, Total future minimum lease payments | 820 | |
Finance Leases, Total future minimum lease payments | 26 | |
Operating Leases, Less imputed interest | (68) | |
Finance Leases, Less imputed interest | (2) | |
Operating Leases, Total | 752 | $ 1,056 |
Finance Leases, Total | $ 24 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | ||||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($)ft² | Dec. 31, 2017USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Operating Lease [Member] | |||||
Area of a land | ft² | 7,700 | ||||
Lease expiration date, description | expires in November 2022 | ||||
Monthly rent expense | $ 11,000 | ||||
Security deposit | $ 11,000 | $ 11,000 | |||
Operating Lease Two [Member] | |||||
Area of a land | ft² | 16,000 | ||||
Lease expiration date, description | expires in August 2024 | ||||
Monthly rent expense | $ 15,000 | ||||
Security deposit | 20,000 | ||||
Operating Lease [Member] | |||||
Lease expiration date, description | expires in February 2022 | ||||
Monthly rent expense | $ 5,000 | ||||
Security deposit | $ 5,000 | $ 5,000 | |||
Minimum [Member] | |||||
Operating lease terms | 1 year | ||||
Maximum [Member] | |||||
Operating lease terms | 4 years |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 232 | $ 81 |
Accrued directors’ fees | 169 | |
Accrued legal | 37 | |
Accrued sales commission | 34 | 24 |
Accrued sales tax payable | 26 | |
Accrued franchise tax | 21 | |
Accrued other | 94 | 67 |
Accrued expenses | $ 444 | $ 341 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21.00% | 21.00% |
State taxes | 1.82% | 1.31% |
Expired NOLs and credits | (6.60%) | (31.40%) |
Stock based compensation | (2.17%) | (2.40%) |
Federal research and development credits | 2.59% | 3.38% |
Other | (1.27%) | 2.98% |
Paycheck protection loan forgiveness | 2.62% | |
Valuation allowance | (17.99%) | 4.98% |
Effective tax rate | (0.15%) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 18,473 | $ 17,922 |
Research and development credits | 1,413 | 1,348 |
Nonqualified stock option compensation expense | 601 | 487 |
Lease liabilities | 179 | 256 |
Other temporary book - tax differences | 75 | 69 |
Total deferred tax assets | 20,741 | 20,082 |
Lease right-of-use assets | (169) | (244) |
Fixed and intangible asset basis difference | (119) | (76) |
Total deferred tax liabilities | (288) | (320) |
Deferred tax assets, net | 20,453 | 19,762 |
Valuation allowance for deferred tax assets | (20,453) | (19,762) |
Deferred tax assets, net after valuation allowance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax benefit | $ 0 | $ 0 |
Income tax current | 0 | 0 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 691,000 | $ 691,000 |
Federal Research and Development Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax Credit Carryforward, Amount | 1,400,000 | |
State Research and Development Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax Credit Carryforward, Amount | 7,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 81,800,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 4,900,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 7,600,000 | |
2018 Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 13,000,000 |
Summary of Option Activity (Det
Summary of Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | 1,265,660 | 1,011 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 5.78 | $ 5.51 |
Shares, Options granted | 391,156 | 291,648 |
Weighted Average Exercise Price, Options granted | $ 7.81 | $ 7.01 |
Shares, Options forfeited or expired | (152,051) | (33,402) |
Weighted Average Exercise Price, Options forfeited or expired | $ 6.71 | $ 8.60 |
Shares, Options exercised | (78,255) | (3,668) |
Weighted Average Exercise Price, Options exercised | $ 4.79 | $ 2.84 |
Shares, Outstanding at end of year | 1,426,510 | 1,265,660 |
Weighted Average Exercise Price, Outstanding at end of year | $ 6.29 | $ 5.78 |
SRP's 2019 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | 14,453,000 | 23,040,000 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 5 | $ 5 |
Shares, Options forfeited or expired | (9,173,000) | (8,587,000) |
Weighted Average Exercise Price, Options forfeited or expired | $ 5 | $ 5 |
Shares, Outstanding at end of year | 5,280,000 | 14,453,000 |
Weighted Average Exercise Price, Outstanding at end of year | $ 5 | $ 5 |
Summary of Options Exercisable
Summary of Options Exercisable Vested and Expected to Vest (Details) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Payment Arrangement [Abstract] | ||
Shares, Exercisable | 814,160 | 877,633 |
Weighted Average Exercise Price, Exercisable | $ 5.21 | $ 5.46 |
Shares, Vested and expected to vest | 1,239,473 | 1,395,932 |
Weighted Average Exercise Price, Vested and expected to vest | $ 5.76 | $ 6.26 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) - Employee Stock [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
Stock Price Volatility | 70.62% | 71.88% |
Risk-Free Interest Rates | 1.02% | 41.00% |
Expected Life (in years) | 6 years 2 months 1 day | 6 years 2 months 23 days |
Expected Dividend Yield | 0.00% | 0.00% |
Summary of Restricted Stock Act
Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Nonvested Beginning Balance | 55,111 | |
Weighted Average Grant Date Fair Value, Nonvested Beginning Balance | $ 8.57 | |
Shares, Granted | 83,513 | |
Weighted Average Grant Date Fair Value, Granted | $ 8.07 | |
Shares, Vested | (23,781) | (55,111) |
Weighted Average Grant Date Fair Value, Vested | $ 8.06 | $ 8.57 |
Shares, Nonvested Ending Balance | 59,732 | |
Weighted Average Grant Date Fair Value, Nonvested Ending Balance | $ 8.07 |
Stock Plans and Share-Based P_3
Stock Plans and Share-Based Payments (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 07, 2019 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 1,426,510 | 1,265,660 | 1,011 | ||
Stock option vested term | 6 years 7 months 6 days | ||||
Share-based compensation expense | $ 900,000 | $ 700,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.94 | $ 4.45 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 700,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 800,000 | ||||
Intrinsic values of stock options exercised | 265,000 | $ 20,000 | |||
Unrecognized compensation | $ 2,400,000 | ||||
Unrecognized compensation expense, period for recognition | 3 years | ||||
Selling, General and Administrative Expense | $ 7,710,000 | 6,466,000 | |||
Research and Development Expense | 2,166,000 | 2,759,000 | |||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 333,000 | 52,000 | |||
Unrecognized compensation expense, period for recognition | 2 years 6 months | ||||
Fair value of restricted stock | $ 200,000 | $ 500,000 | |||
Selling, General and Administrative Expense | 42,000 | ||||
Research and Development Expense | $ 10,000 | ||||
Number of stock options granted | 83,513,000 | ||||
Unrecognized compensation expense | $ 172,000 | ||||
Restricted Stock [Member] | Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted | 169,000 | ||||
Selling, General and Administrative Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 900,000 | $ 600,000 | |||
Research and Development Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 48,000 | 55,000 | |||
2015 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock are reserved for the issuance | 2,547,400 | ||||
2015 Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 1,349,471 | ||||
Stock option plan terms and description | The options issued to employees expire on various dates between April 15, 2025 and December 14, 2031. | ||||
2015 Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Option and Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 633,209 | ||||
2015 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options contractual term | 10 years | ||||
2015 Equity Incentive Plan [Member] | Maximum [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option vested term | 4 years | ||||
2015 Equity Incentive Plan [Member] | Minimum [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option vested term | 2 years | ||||
2004 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 43,705 | ||||
Stock option plan terms and description | The options expire on various dates between March 24, 2021 and March 26, 2024. | ||||
Stock option vesting term description | Options currently outstanding are fully vested. | ||||
2004 Stock Incentive Plan [Member] | Non Employee Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 33,334 | ||||
SRP Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock are reserved for the issuance | 150,000 | ||||
Share-based compensation expense | $ 3,000 | $ 37,000 | |||
2019 SRP Equity Incentive Plan [Member] | Selling, General and Administrative Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 16,000 | ||||
2019 SRP Equity Incentive Plan [Member] | Research and Development Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 21,000 |
Schedule of Warrant Outstanding
Schedule of Warrant Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
June 2016 - Note and Warrant Agreement [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Date Issued | Jun. 7, 2016 | |
Expiry Date | Jun. 7, 2021 | |
Exercise Price | $ 2.70 | |
Total Common Shares Issuable | 127,121 | |
March 2017 - Private Placement Warrants [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Date Issued | Mar. 22, 2017 | |
Expiry Date | Mar. 22, 2022 | |
Exercise Price | $ 2.70 | |
Total Common Shares Issuable | 123,476 | 143,476 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Jul. 09, 2021 | Oct. 20, 2020 | Feb. 04, 2020 | Sep. 05, 2018 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price of assets | $ 1,124,000 | ||||||
Proceeds from common stock | $ 11,452,000 | ||||||
Proceeds from sale of stock value | 11,452,000 | ||||||
Equity issuance costs | $ 1,048,000 | ||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Number of stock options exercised | 78,255 | 3,668 | |||||
Proceeds from warrants exercised | $ 297,000 | $ 163,000 | |||||
Number of stock options exercised, value | $ 204,000 | $ 7,000 | |||||
Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants purchase | 120,966 | 40,012 | |||||
Number of warrants exercised | 126,008 | ||||||
Number of stock options exercised | 110,003 | ||||||
Proceeds from warrants exercised | $ 300,000 | $ 200,000 | |||||
Cashless exercise of stock options, shares | 10,963 | ||||||
Warrants purchase | 40,012 | ||||||
Common Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock issued | 123,981 | ||||||
Purchase price of assets | |||||||
Warrants purchase | 1,770,833 | ||||||
Proceeds from sale of stock value | $ 2,000 | ||||||
Number of stock options exercised | 42,231 | 2,556 | |||||
Cashless exercise of stock options, shares | 14,747 | 755 | |||||
Cashless exercise of stock options, shares | 16,005 | ||||||
Number of stock options exercised, value | |||||||
Warrants purchase | 110,003 | 40,012 | |||||
Series A Preferred Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 150,000 | ||||||
Proceeds from indebtedness | $ 250,000 | ||||||
Entities Controlled by Member of Management [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants purchase | 4,570 | ||||||
Entities Controlled by Member of Management [Member] | Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of warrants exercised | 6,669 | ||||||
Largest Shareholder [Member] | Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of stock options exercised | 66,667 | ||||||
Number of stock options exercised, value | $ 200,000 | ||||||
Members of Management [Member] | Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from warrants exercised | $ 33,000 | ||||||
Warrants purchase | 4,344 | ||||||
Direct Offering [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants purchase | 833,333 | ||||||
Proceeds from common stock | $ 5,000,000 | ||||||
Stock price per share | $ 6 | ||||||
Proceeds from net of equity issuance cost | $ 300,000 | ||||||
Proceeds from public offering | $ 4,700,000 | ||||||
Sale of common stock | 166,667 | ||||||
Proceeds from sale of stock value | $ 1,000,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants purchase | 937,500 | ||||||
Stock price per share | $ 8 | ||||||
Proceeds from public offering | $ 6,800,000 | ||||||
Proceeds from sale of stock value | 7,500,000 | ||||||
Equity issuance costs | $ 700,000 | ||||||
Series A Preferred Stock Purchase Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred Stock, Shares Issued | 600,000 | ||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of common stock | 600,000 | ||||||
Proceeds from sale of stock value | $ 3,000,000 | ||||||
Sale of Stock, Price Per Share | $ 5 | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 62.50% | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 37.50% | ||||||
Dividends Payable, Amount Per Share | $ 0.40 | ||||||
Accrued dividends | $ 800,000 | ||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | Entities Controlled by Member of Management [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants purchase | 18,000 | ||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | Largest Shareholder [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants purchase | 400,000 | ||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | Holders of Series A Preferred [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||
GenArraytion Inc [Member] | Asset Purchase Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock issued | 123,981 | 123,981 | |||||
Aquired percentage | 100.00% | ||||||
Purchase price of assets | $ 1,200,000 | ||||||
Transaction cost | $ 49,000 |
Savings Incentive Match Plan (D
Savings Incentive Match Plan (Details Narrative) - Savings Incentive Match Plan [Member] - USD ($) | Jan. 02, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employer matching contribution, percentage | 100.00% | ||
Maximum annual contributions percentage | 3.00% | ||
Contribution expense | $ 92,000 | $ 89,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - 12 months ended Dec. 31, 2021 - License and Supply Agreement [Member] - Medica S.p.A. [Member] € in Millions, $ in Millions | USD ($) | EUR (€) | EUR (€) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Long-term Purchase Commitment, Amount | $ 3.9 | € 3.3 | |
Purchase Commitment, Remaining Minimum Amount Committed | $ 4.2 | € 3.5 |
Schedule of Segment Information
Schedule of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total net revenues | $ 10,404 | $ 8,561 |
Gross margin | 5,743 | 4,913 |
Research and development expenses | 2,166 | 2,759 |
Depreciation and amortization expense | 202 | 192 |
Selling, general and administrative expenses | 7,710 | 6,466 |
Change in fair value of contingent consideration | (229) | |
Total operating expenses | 10,078 | 9,188 |
Loss from operations | (4,335) | (4,275) |
Water Filtration [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 10,217 | 8,532 |
Gross margin | 5,641 | 4,900 |
Research and development expenses | 1,251 | 1,240 |
Depreciation and amortization expense | 200 | 192 |
Selling, general and administrative expenses | 7,124 | 5,693 |
Change in fair value of contingent consideration | (229) | |
Total operating expenses | 8,575 | 6,896 |
Loss from operations | (2,934) | (1,996) |
Pathogen Detection [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 187 | 29 |
Gross margin | 102 | 13 |
Research and development expenses | 668 | 262 |
Depreciation and amortization expense | 2 | |
Selling, general and administrative expenses | 515 | 468 |
Change in fair value of contingent consideration | ||
Total operating expenses | 1,184 | 730 |
Loss from operations | (1,083) | (717) |
Renal Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | ||
Gross margin | ||
Research and development expenses | 247 | 1,257 |
Depreciation and amortization expense | ||
Selling, general and administrative expenses | 71 | 305 |
Change in fair value of contingent consideration | ||
Total operating expenses | 318 | 1,562 |
Loss from operations | $ (318) | $ (1,562) |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 3 | ||
Assets | $ 17,650 | $ 18,510 | |
Renal Products Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 200 | 200 | |
Sale of preferred stock, cash value | 200 | ||
Prepaid expenses and other current assets | $ 100 | ||
Renal Products Segment [Member] | Series A Preferred Stock [Member] | |||
Segment Reporting Information [Line Items] | |||
Sale of preferred stock, cash value | $ 100 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 04, 2022 | Feb. 01, 2022 |
Specialty Renal Products, Inc. [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 62,500 | |
Ownership interest percentage | 62.50% | |
Specialty Renal Products, Inc. [Member] | Chief Executive Officer [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 833 | |
Lambda Investors LLC [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 29,938 | |
Ownership interest percentage | 36.00% | |
SRP Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Sale of stock | 600,000 | |
Sale of stock price per share | $ 5 | |
Proceeds from sale of stock | $ 3,000,000 | |
SRP Purchase Agreement Closing [Member] | ||
Subsequent Event [Line Items] | ||
Sale of stock | 100,003 | 100,003 |
Proceeds from sale of stock | $ 500,015 |