Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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 $0.001 per share | |
Trading Symbol | NEPH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,316,597 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 3,940 | $ 6,973 |
Accounts receivable, net | 1,374 | 1,641 |
Inventory | 3,488 | 4,462 |
Prepaid expenses and other current assets | 186 | 207 |
Current assets held-for-sale | 130 | 351 |
Total current assets | 9,118 | 13,634 |
Property and equipment, net | 128 | 72 |
Lease right-of-use assets | 404 | 614 |
Intangible assets, net | 433 | 465 |
Goodwill | 759 | 759 |
License and supply agreement, net | 435 | 536 |
Other assets | 58 | 84 |
Non-current assets held-for-sale | 1,486 | |
TOTAL ASSETS | 11,335 | 17,650 |
Current liabilities: | ||
Current portion of secured note payable | 141 | 248 |
Accounts payable | 779 | 1,334 |
Accrued expenses | 272 | 444 |
Current portion of lease liabilities | 229 | 313 |
Current liabilities associated with assets held-for-sale | 130 | 51 |
Total current liabilities | 1,551 | 2,390 |
Secured note payable, net of current portion | 95 | |
Equipment financing, net of current portion | 2 | 4 |
Lease liabilities, net of current portion | 201 | 340 |
Non-current liabilities associated with assets held-for-sale | 72 | |
TOTAL LIABILITIES | 1,754 | 2,901 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $.001 par value; 5,000,000 shares authorized at September 30, 2022 and December 31, 2021; no shares issued and outstanding at September 30, 2022 and December 31, 2021. | ||
Common stock, $.001 par value; 40,000,000 shares authorized at September 30, 2022 and December 31, 2021; 10,303,818 and 10,258,444 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively. | 10 | 10 |
Additional paid-in capital | 148,275 | 147,346 |
Accumulated other comprehensive income | 64 | |
Accumulated deficit | (141,983) | (135,725) |
Subtotal | 6,302 | 11,695 |
Noncontrolling interest | 3,279 | 3,054 |
TOTAL STOCKHOLDERS’ EQUITY | 9,581 | 14,749 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 11,335 | $ 17,650 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 10,303,818 | 10,258,444 |
Common stock, shares outstanding | 10,303,818 | 10,258,444 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net revenue: | ||||
Total net revenues | $ 2,409 | $ 2,578 | $ 7,417 | $ 7,504 |
Cost of goods sold | 1,647 | 1,218 | 4,195 | 3,342 |
Gross margin | 762 | 1,360 | 3,222 | 4,162 |
Operating expenses: | ||||
Research and development | 252 | 395 | 896 | 1,170 |
Depreciation and amortization | 48 | 49 | 162 | 150 |
Selling, general and administrative | 1,743 | 1,718 | 5,806 | 5,373 |
Total operating expenses | 2,043 | 2,162 | 6,864 | 6,693 |
Loss from continuing operations | (1,281) | (802) | (3,642) | (2,531) |
Other (expense) income: | ||||
Interest expense | (4) | (10) | (17) | (34) |
Interest income | 4 | 2 | 7 | 8 |
Extinguishment of PPP loan | 482 | |||
Other income (expense), net | 31 | 8 | 94 | 16 |
Total other (expense) income: | 31 | 84 | 472 | |
Loss from continuing operations | (1,250) | (802) | (3,558) | (2,059) |
Net loss from discontinued operations | (1,904) | (360) | (2,700) | (766) |
Net loss | (3,154) | (1,162) | (6,258) | (2,825) |
Less: net loss due to undeclared deemed dividends attributable to continuing noncontrolling interest | (77) | (60) | (206) | (179) |
Net loss attributable to Nephros Inc. shareholders | $ (3,231) | $ (1,222) | $ (6,464) | $ (3,004) |
Net loss per common share , basic and diluted from continuing operations | $ (0.12) | $ (0.08) | $ (0.35) | $ (0.20) |
Net loss per common share, basic and diluted, from discontinued operations | (0.18) | (0.03) | (0.26) | (0.08) |
Net loss per common share, basic and diluted | (0.30) | (0.11) | (0.61) | (0.28) |
Net loss per common share, basic and diluted, attributable to continuing noncontrolling interest | (0.01) | (0.01) | (0.02) | (0.02) |
Net loss per common share, basic and diluted attributable to Nephros Inc. shareholders | $ (0.31) | $ (0.12) | $ (0.63) | $ (0.30) |
Weighted average common shares outstanding, basic and diluted | 10,303,818 | 10,044,745 | 10,278,258 | 9,957,528 |
Comprehensive loss: | ||||
Other comprehensive income (loss), foreign currency translation adjustments, net of tax | $ (4) | $ (3) | $ (8) | |
Comprehensive loss | (3,154) | (1,166) | (6,261) | (2,833) |
Comprehensive loss attributable to continuing noncontrolling interest | (77) | (60) | (206) | (179) |
Comprehensive loss attributable to Nephros, Inc. shareholders | (3,231) | (1,226) | (6,467) | (3,012) |
Product [Member] | ||||
Net revenue: | ||||
Total net revenues | 2,399 | 2,558 | 7,387 | 7,416 |
Royalty and Other Revenues [Member] | ||||
Net revenue: | ||||
Total net revenues | $ 10 | $ 20 | $ 30 | $ 88 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 10 | $ 144,296 | $ 74 | $ (131,858) | $ 12,522 | $ 3,051 | $ 15,573 |
Beginning balance, shares at Dec. 31, 2020 | 9,873,006 | ||||||
Net loss | (537) | (537) | (537) | ||||
Net unrealized losses on foreign currency translation, net of tax | (6) | (6) | (6) | ||||
Stock-based compensation | 443 | 443 | 2 | 445 | |||
Exercise of options | 62 | 62 | 62 | ||||
Exercise of options, shares | 14,754 | ||||||
Cashless exercise of options | |||||||
Cashless exercise of options, shares | 131 | ||||||
Ending balance, value at Mar. 31, 2021 | $ 10 | 144,801 | 68 | (132,395) | 12,484 | 3,053 | 15,537 |
Ending balance, shares at Mar. 31, 2021 | 9,887,891 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 10 | 144,296 | 74 | (131,858) | 12,522 | 3,051 | 15,573 |
Beginning balance, shares at Dec. 31, 2020 | 9,873,006 | ||||||
Net loss | (2,825) | ||||||
Net unrealized losses on foreign currency translation, net of tax | (8) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 10 | 146,883 | 66 | (134,683) | 12,276 | 3,054 | 15,330 |
Ending balance, shares at Sep. 30, 2021 | 10,192,526 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 10 | 144,801 | 68 | (132,395) | 12,484 | 3,053 | 15,537 |
Beginning balance, shares at Mar. 31, 2021 | 9,887,891 | ||||||
Net loss | (1,126) | (1,126) | (1,126) | ||||
Net unrealized losses on foreign currency translation, net of tax | 2 | 2 | 2 | ||||
Exercise of warrants | 297 | 297 | 297 | ||||
Exercise of warrants, shares | 110,003 | ||||||
Stock-based compensation | 280 | 280 | 1 | 281 | |||
Cashless exercise of options | |||||||
Cashless exercise of options, shares | 14,616 | ||||||
Cashless exercise of warrants | |||||||
Cashless exercise of warrants, shares | 10,963 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 10 | 145,378 | 70 | (133,521) | 11,937 | 3,054 | 14,991 |
Ending balance, shares at Jun. 30, 2021 | 10,023,473 | ||||||
Net loss | (1,162) | (1,162) | (1,162) | ||||
Net unrealized losses on foreign currency translation, net of tax | (4) | (4) | (4) | ||||
Stock-based compensation | 267 | 267 | 267 | ||||
Exercise of options | 114 | 114 | 114 | ||||
Exercise of options, shares | 21,291 | ||||||
Issuance of common stock for asset acquisition (see Note 3) | 1,124 | 1,124 | 1,124 | ||||
Issuance of common stock for asset acquisition, shares | 123,981 | ||||||
Issuance of vested restricted stock | |||||||
Issuance of vested restricted stock, shares | 23,781 | ||||||
Ending balance, value at Sep. 30, 2021 | $ 10 | 146,883 | 66 | (134,683) | 12,276 | 3,054 | 15,330 |
Ending balance, shares at Sep. 30, 2021 | 10,192,526 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 10 | 147,346 | 64 | (135,725) | 11,695 | 3,054 | 14,749 |
Beginning balance, shares at Dec. 31, 2021 | 10,198,712 | ||||||
Net loss | (1,967) | (1,967) | (1,967) | ||||
Change in non-controlling interest | 188 | 188 | |||||
Net unrealized losses on foreign currency translation, net of tax | (3) | (3) | (3) | ||||
Exercise of warrants | 163 | 163 | 163 | ||||
Exercise of warrants, shares | 60,374 | ||||||
Stock-based compensation | 272 | 272 | 272 | ||||
Ending balance, value at Mar. 31, 2022 | $ 10 | 147,781 | 61 | (137,692) | 10,160 | 3,242 | 13,402 |
Ending balance, shares at Mar. 31, 2022 | 10,259,086 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 10 | 147,346 | 64 | (135,725) | 11,695 | 3,054 | 14,749 |
Beginning balance, shares at Dec. 31, 2021 | 10,198,712 | ||||||
Net loss | (6,258) | ||||||
Net unrealized losses on foreign currency translation, net of tax | (3) | ||||||
Ending balance, value at Sep. 30, 2022 | $ 10 | 148,275 | (141,983) | 6,302 | 3,279 | 9,581 | |
Ending balance, shares at Sep. 30, 2022 | 10,303,818 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 10 | 147,781 | 61 | (137,692) | 10,160 | 3,242 | 13,402 |
Beginning balance, shares at Mar. 31, 2022 | 10,259,086 | ||||||
Net loss | (1,137) | (1,137) | (1,137) | ||||
Stock-based compensation | 259 | 259 | 18 | 277 | |||
Restricted stock vesting | |||||||
Restricted stock vesting, shares | 44,732 | ||||||
Elimination of cumulative translation adjustment, upon closing of wholly owned foreign subsidiary | (61) | (61) | (61) | ||||
Ending balance, value at Jun. 30, 2022 | $ 10 | 148,040 | (138,829) | 9,221 | 3,260 | 12,481 | |
Ending balance, shares at Jun. 30, 2022 | 10,303,818 | ||||||
Net loss | (3,154) | (3,154) | (3,154) | ||||
Net unrealized losses on foreign currency translation, net of tax | |||||||
Stock-based compensation | 235 | 235 | 19 | 254 | |||
Ending balance, value at Sep. 30, 2022 | $ 10 | $ 148,275 | $ (141,983) | $ 6,302 | $ 3,279 | $ 9,581 | |
Ending balance, shares at Sep. 30, 2022 | 10,303,818 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (6,258) | $ (2,825) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 82 | 22 |
Amortization of intangible assets, license and supply agreement and finance lease right-of-use asset | 214 | 140 |
Stock-based compensation, including stock options and restricted stock | 803 | 825 |
Inventory obsolescence charge | 773 | 123 |
Extinguishment of PPP loan | (482) | |
Provision for bad debt expense | (1) | |
Impairment of assets held for sale | 1,395 | |
Gain on foreign currency transactions | (60) | (4) |
Change in lease right-of-use assets | 262 | 237 |
Decrease (increase) in operating assets: | ||
Accounts receivable | 269 | (191) |
Inventory | 429 | 532 |
Prepaid expenses and other current assets | 28 | 170 |
Other assets | 26 | (14) |
(Decrease) increase in operating liabilities: | ||
Accounts payable | (555) | 223 |
Accrued expenses | (174) | 402 |
Lease liabilities | (272) | (240) |
Net cash used in operating activities | (3,039) | (1,082) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (137) | (36) |
Payment of direct transaction costs for asset acquisition | (49) | |
Net cash used in investing activities | (137) | (85) |
FINANCING ACTIVITES: | ||
Proceeds from sale of subsidiary preferred shares to noncontrolling interest | 188 | |
Payments on secured note payable | (201) | (186) |
Principal payments on finance lease liability | (3) | (11) |
Principal payments on equipment financing | (2) | (2) |
Proceeds from exercise of warrants | 163 | 297 |
Proceeds from exercise of options | 176 | |
Net cash provided by financing activities | 145 | 274 |
Effect of exchange rates on cash and cash equivalents | (2) | (6) |
Net decrease in cash and cash equivalents | (3,033) | (899) |
Cash and cash equivalents, beginning of period | 6,973 | 8,249 |
Cash and cash equivalents, end of period | 3,940 | 7,350 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest expense | 17 | 33 |
Cash paid for income taxes | 42 | |
Supplemental disclosure of noncash investing and financing activities | ||
Right-of-use asset obtained in exchange for operating lease liability | 69 | 21 |
Issuance of common shares for asset acquisition | $ 1,124 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
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. On October 4, 2022, the Company entered into a definitive asset purchase agreement with a third party for the sale of substantially all of the Company’s Pathogen Detection Systems (“PDS”) business (disposal group), which had been previously reported as a separate reportable operating segment. As a result, the disposal group was determined to meet the accounting criteria for discontinued operations as well as an asset held for sale as of September 30, 2022. PDS is no longer separately reported in the Company’s reportable segment footnote for any of the periods presented. (See Note 4 - ). 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. After SRP’s formation, the Company assigned to SRP all of the Company’s rights to three patents relating to the Company’s hemodiafiltration technology, 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. |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Liquidity | Note 2 – Basis of Presentation and Liquidity Interim Financial Information The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. The condensed consolidated balance sheet as of December 31, 2021 was derived from the Company’s audited financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. Results as of and for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Consolidation The accompanying condensed consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including the Company’s wholly owned subsidiary Nephros International which was dissolved during the quarter ended June 30, 2022, and SRP, in which the Company maintains a controlling interest. Outside stockholders’ interest in SRP of 37.5 Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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, net realizable 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, 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 $ 142.0 In February 2022, pursuant to a First Amendment to Series A Preferred Stock Purchase Agreement (the “Amendment”) among SRP and the holders of SRP’s outstanding shares of Series A Preferred Stock, SRP issued and sold an additional 100,003 5.00 500,015 1.3 1.0 1.4 Based on cash that is available for the Company’s operations, projections of future Company operations, and recent expense reduction measures taken by management, including the sale of the PDS assets and discontinuance of its operations, the Company believes that its cash balances will be sufficient to fund its current operating plan through at least the next 12 months from the date of issuance of the accompanying condensed consolidated financial statements. In the event that operations do not meet expectations, the Company may need to further reduce discretionary expenditures such as additional headcount, new R&D projects, and other variable costs to alleviate any substantial doubt as to the Company’s ability to continue as a going concern. 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 during 2020 – including water filtration and pathogen detection products – were hindered by pandemic-related travel restrictions. Also in 2020, 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 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 Company adopted this guidance as of January 1, 2022, and the guidance did not have an impact on its condensed consolidated financial statements. Recent Accounting Pronouncements, Not Yet Effective 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. 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 three months ended September 30, 2022 and 2021, the following customers, all of which are in the Water Filtration segment, accounted for the following percentages of the Company’s revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2022 2021 Three Months Ended September 30 Customer 2022 2021 A 32 % 26 % D 3 % 11 % Total 35 % 37 % For the nine months ended September 30, 2022 and 2021, the following customers, all of which are in the Water Filtration segment, accounted for the following percentages of the Company’s revenues, respectively: Customer 2022 2021 Nine Months Ended September 30 Customer 2022 2021 A 24 % 19 % B 9 % 10 % Total 33 % 29 % No other customer accounted for 10 As of September 30, 2022 and December 31, 2021, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer September 30, 2022 December 31, 2021 A 17 % 8 % C 12 % 19 % B 7 % 11 % Total 36 % 38 % Accounts Receivable The Company recognizes an allowance that reflects a current estimate of credit losses expected to be incurred over the life of a financial asset, including trade receivables. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the expected condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they are determined to be uncollectible. There was no The allowance for doubtful accounts was approximately $ 1,000 Depreciation Expense Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the condensed consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2022, depreciation expense was approximately $ 3,000 19,000 7,000 22,000 Assets Held-For-Sale and Discontinued Operations See Note 4, Assets Held-for-Sale and Discontinued Operations, for a discussion of the Company’s significant accounting policy surrounding the sale of substantially all of the Company’s PDS business. |
Asset Acquisition
Asset Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | Note 3 – Asset Acquisition On July 9, 2021, the Company acquired substantially all of the assets of GenArraytion, Inc. (“GenArraytion”). The acquisition did not qualify as a business combination and, as a result, was accounted for as an asset acquisition as the fair value of the gross assets acquired was primarily related to a single asset. In consideration for the acquisition of these assets, the Company issued 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. Pursuant to the purchase agreement with GenArraytion, the Company also agreed to make royalty payments to GenArraytion equal to 5 (See Note 4 - ). 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 was being amortized over its estimated useful life of 10 0 |
Assets Held-for-Sale and Discon
Assets Held-for-Sale and Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held-for-Sale and Discontinued Operations | Note 4 – Assets Held-for-Sale and Discontinued Operations In accordance with ASC 360-10-45-9, a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which all of the following criteria are met: management has committed to a plan to sell the asset; the asset is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; the sale of the asset is probable and is expected to qualify for recognition as a completed sale within one year; the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets that are classified as held-for-sale are recorded at the lower of carrying value or fair value less costs to sell and are considered to be Level 3 measurements as defined in Note 6. On October 4, 2022, the Company entered into a definitive asset purchase agreement with a third party pursuant to which the Company agreed to sell substantially all of the assets used in the Company’s PDS business. In consideration for the sale of these assets, the Company will receive $ 1,000 seven January 1, 2023 0 The following table presents the components in assets held-for-sale and liabilities associated with assets held-for-sale: Schedule of the Components in Assets Held for Sale and Liabilities Associated with Assets Held for Sale (in thousands) September 30, 2022 December 31, 2021 Inventory - 333 Prepaid expenses - 18 Operating lease right of use assets 130 - Total current assets held-for-sale $ 130 $ 351 Property and equipment - 294 Operating lease right of use assets - 116 Intangible assets, net - 1,071 Other assets - 5 Total non-current assets held-for-sale $ - $ 1,486 Current portion of operating lease liabilities 130 51 Total current liabilities associated with assets held-for-sale $ 130 $ 51 Lease liabilities, net of current portion - 72 Total non-current liabilities associated with assets held-for-sale $ - $ 72 Discontinued Operations In accordance with ASC 205-20, Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity (disposal group) is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the disposal group meets the criteria to be classified as held-for-sale. The condensed consolidated statements of operations reported for current and prior periods report the results of operations of the discontinued operations, including the impairment loss recognized as a component of net income (loss) separate from the net income (loss) from continuing operations. All discontinued operations relate to the Company’s previously reported PDS segment, for the three months ended September 30, 2022 and 2021. Three months ended September 30, Three Months Ended September 30, 2022 2021 Total net revenues $ 79 $ 59 Gross margin (149 ) 52 Research and development expenses 192 237 Depreciation and amortization expense 7 1 Selling, general and administrative expenses 161 174 Total operating expenses 360 412 Operating loss from discontinued operations (509 ) (360 ) Impairment of assets held for sale (1,395 ) - Loss from discontinued operations $ (1,904 ) $ (360 ) All discontinued operations relate to the Company’s previously reported PDS segment, for the nine months ended September 30, 2022 and 2021. Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 Total net revenues $ 141 $ 135 Gross margin (211 ) 112 Research and development expenses 556 505 Depreciation and amortization expense 21 1 Selling, general and administrative expenses 517 372 Total operating expenses 1,094 878 Operating loss from discontinued operations (1,305 ) (766 ) Impairment of assets held for sale (1,395 ) - Loss from discontinued operations $ (2,700 ) $ (766 ) The following items related to discontinued operations were included in the condensed consolidated statement of cash flows: For the nine months ended, (in millions) September 30, 2022 September 30, 2021 Depreciation $ 42 $ 3 Amortization 82 - Stock compensation 66 31 Impairment of assets held-for-sale 1,395 - Operating lease right-of-use assets 33 30 Purchases of property and equipment (34 ) (36 ) During the nine months ended September 30, 2022, $ 49,000 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 5 – Revenue Recognition The Company recognizes revenue related to product sales when product is shipped via external logistics providers 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 for the three and nine months ended September 30, 2022 or 2021. 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 three and nine months ended September 30, 2022 and 2021 is comprised of: Schedule of Royalty and Other Revenues 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Royalty revenue under the Bellco License Agreement $ - $ 15 $ - $ 44 Royalty revenue under the Sublicense Agreement with Camelbak (1) - - - 20 Other revenue 10 5 30 24 Total royalty and other revenues $ 10 $ 20 $ 30 $ 88 (1) In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under this 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 IWTD. 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 are 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 obligations. Bellco License Agreement On June 27, 2011, the Company entered into a License Agreement (as thereafter amended, 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, 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. In addition, the License Agreement also provided for the payment of certain royalties to the Company based on the number of units of Products sold per year in the covered territory. The License Agreement expired in accordance with its terms on December 31, 2021. Other Revenue – Other revenues are derived from sales of services to customers, which primarily include installation, training and testing on product and equipment sold to certain customers. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 – 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 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. At September 30, 2022 and December 31, 2021, the Company’s cash equivalents consisted of money market funds. The Company values its cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics and classify the valuation techniques that use these inputs as Level 1. At September 30, 2022 and December 31, 2021, the fair value measurements of the Company’s assets and liabilities measured on a recurring basis were as follows: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) September 30, 2022 Cash $ 1,911 $ - $ - Money market funds 2,029 - - Cash and cash equivalents $ 3,940 $ - - December 31, 2021 Cash $ 2,952 - - Money market funds 4,021 - - Cash and cash equivalents $ 6,973 $ - $ - Assets and Liabilities Not Measured at Fair Value on a Recurring Basis The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value 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 September 30, 2022 and December 31, 2021 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 7 – Inventory Inventory is stated at the lower of cost or net realizable value using the first-in, first-out method and consists of raw materials and finished goods. The Company’s inventory components as of September 30, 2022 and December 31, 2021, were as follows: Schedule of Inventory, Net September 30, 2022 December 31, 2021 (in thousands) Finished goods $ 2,989 $ 3,427 Raw materials 499 1,035 Total inventory $ 3,488 $ 4,462 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 8 – Intangible Assets and Goodwill Intangible Assets, net Intangible assets at September 30, 2022 and December 31, 2021 are set forth in the table below. Gross carrying values and accumulated amortization of the Company’s intangible assets by type are as follows: Schedule of Intangible Assets September 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) Tradenames, service marks and domain names $ 50 $ (38 ) $ 12 $ 50 $ (30 ) $ 20 Customer relationships 540 (119 ) 421 540 (95 ) 445 Total intangible assets $ 590 (157 ) $ 433 $ 590 (126 ) 465 The Company recognized amortization expense of approximately $ 11,000 11,000 The Company recognized amortization expense of approximately $ 31,000 31,000 As of September 30, 2022, future amortization expense for each of the next five years is (in thousands): Schedule of Future Amortization Expense Fiscal Years 2022 (excluding the nine months ended September 30, 2022) $ 11 2023 42 2024 32 2025 32 2026 32 The Company recognized approximately $ 1.0 Goodwill Goodwill has a carrying value on the Company’s condensed consolidated balance sheets of approximately $ 0.8 |
License and Supply Agreement, n
License and Supply Agreement, net | 9 Months Ended |
Sep. 30, 2022 | |
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 includes 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 0.4 0.5 1.9 1.8 33,000 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, the Company will pay Medica a royalty rate of 3 64,000 70,000 198,000 64,000 70,000 |
Secured Note Payable
Secured Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Secured Note Payable | Note 10 – 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 million. As of September 30, 2022, the principal balance of the Secured Note was approximately $0.1 million. 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 During each of the three months ended September 30, 2022 and 2021, the Company made payments under the Secured Note of approximately $ 72,000 4,000 9,000 216,000 15,000 30,000 As of September 30, 2022, future principal maturities are as follows (in thousands): Schedule of Future Debt Principal Maturities Fiscal Years 2022 (excluding the nine months ended September 30, 2022) $ 46 2023 95 Total $ 141 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 11 – Leases The Company has operating leases for corporate offices, an automobile and office equipment. The leases have remaining lease terms of 1 3 Lease cost, as presented below, includes costs associated with leases for which right-of-use (“ROU”) assets have been recognized as well as short-term leases. The components of total lease costs were as follows: Schedule of Components of Lease Cost Three months ended September 30, 2022 Three months ended September 30, 2021 (in thousands) Operating lease cost $ 103 $ 98 Finance lease cost: Amortization of right-of-use assets 2 3 Interest on lease liabilities 1 1 Total finance lease cost 3 4 Variable lease cost 9 17 Total lease cost $ 115 $ 119 Nine months ended September 30, 2022 Nine months ended September 30, 2021 (in thousands) Operating lease cost $ 316 $ 294 Finance lease cost: Amortization of right-of-use assets 7 9 Interest on lease liabilities 4 2 Total finance lease cost 11 11 Variable lease cost 28 36 Total lease cost $ 355 $ 341 Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Related to Leases Nine months ended September 30, 2022 Nine months ended September 30, 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 316 $ 316 Financing cash flows from finance leases $ 3 $ 11 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases September 30, 2022 December 31, 2021 (in thousands) Operating lease right-of-use assets $ 389 $ 590 Finance lease right-of-use assets $ 15 $ 24 Current portion of operating lease liabilities $ 220 $ 301 Operating lease liabilities, net of current portion 195 328 Total operating lease liabilities $ 415 $ 629 Current portion of finance lease liabilities $ 9 $ 12 Finance lease liabilities, net of current portion 6 12 Total finance lease liabilities $ 15 $ 24 Weighted average remaining lease term Operating leases 1.7 2.3 Finance leases 1.7 2.2 Weighted average discount rate Operating leases 8.0 % 8.0 % Finance leases 8.0 % 8.0 % As of September 30, 2022, maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities Operating Leases Finance Leases (in thousands) 2022 (excluding the nine months ended September 30, 2022) $ 79 $ 3 2023 220 8 2024 145 4 2025 - - Total future minimum lease payments 444 15 Less imputed interest (29 ) - Total $ 415 $ 15 |
Stock Plans and Share-Based Pay
Stock Plans and Share-Based Payments | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Plans and Share-Based Payments | Note 12 – 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 condensed 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 Options The Company granted stock options to purchase 19,615 274,115 18,000 0.3 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility were utilized for the stock options granted during the nine months ended September 30, 2022. Schedule of Fair Value Assumptions Assumptions for Option Grants Stock Price Volatility 75.38 % Risk-Free Interest Rate 2.72 % Expected Life (in years) 5.63 Expected Dividend Yield - % Stock-based compensation expense related to stock options was $ 251,000 212,000 227,000 24,000 200,000 12,000 Stock-based compensation expense related to stock options was $ 724,000 661,000 669,000 55,000 626,000 35,000 There was no 1.3 2.06 Restricted Stock Total stock-based compensation expense for restricted stock on the Company’s condensed consolidated statement of operations was a credit to expense of ($ 16,000 15,000 55,000 16,000 55,000 Total stock-based compensation expense for restricted stock was approximately $ 42,000 161,000 42,000 161,000 Approximately $ 168,000 As of September 30, 2022, there was no 15,000 SRP Equity Incentive Plan SRP’s 2019 Equity Incentive Plan (the “SRP Plan”) was approved on May 7, 2019 under which 150,000 There were no 29,880 19,000 37,000 There was no 3,000 SRP stock grants are expensed over the respective vesting period, which was based on a service condition. Stock-based compensation expense related to the SRP stock grants is presented by the Company as noncontrolling interest on the consolidated balance sheets as of September 30, 2022 and December 31, 2021. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 13 – Stockholders’ Equity July 2021 Common Stock Issuance On July 9, 2021, the Company issued 123,981 100 1.2 49,000 123,981 Noncontrolling Interest Pursuant to the terms and conditions of a Series A Preferred Stock Purchase Agreement, dated September 9, 2018, among SRP and the purchasers identified therein (the “SRP Purchase Agreement”), SRP sold to such purchasers an aggregate of 600,000 5.00 3.0 100,003 100,003 500,015 188,000 62,500 62.5 313 36 25,938 1.3 1.0 1.4 Each share of SRP 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 purchase price of the Series A Preferred , 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 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 interim balance sheet, as the noncontrolling interest is redeemable only upon the occurrence of events that are within the control of the Company. Warrants During the nine months ended September 30, 2022, warrants to purchase 60,374 0.2 60,374 14,815 40,000 63,102 |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Note 14 – Net Loss per Common Share Basic loss per common share is calculated by dividing net loss available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted loss per common share is calculated by dividing net loss available to common shareholders 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 and unvested restricted stock, 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 potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share September 30, 2022 2021 Shares underlying warrants outstanding - 123,476 Shares underlying options outstanding 1,492,247 1,298,172 Unvested restricted stock - 40,557 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – 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, 2022, the Company has agreed to make minimum annual aggregate purchases from Medica of € 3.5 3.7 2.8 3 Contractual Obligations See Note 11 – Leases for a discussion of the Company’s contractual obligations. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 16 – Segment Reporting The Company has defined three reportable segments : Water Filtration, Pathogen Detection and Renal Products. During the period ended September 30, 2022, it was determined the Pathogen Detection segment was to be treated as a discontinued operation (See Note 4 – Assets Held-for-Sale and Discontinued Operations). For purposes of this segment reporting, the Company is reporting only on the remaining two segments that are considered part of continuing operations. The Water Filtration segment primarily develops and sells high performance water purification filters. The Renal Products segment is focused on the development of medical device products for patients with renal disease, including a second generation hemodiafiltration system for the treatment of patients with ESRD. 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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: Schedule of Segment Information Three months ended September 30, 2022 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 2,409 $ - $ 2,409 Gross margin 762 - 762 Research and development expenses 184 68 252 Depreciation and amortization expense 48 - 48 Selling, general and administrative expenses 1,663 80 1,743 Total operating expenses 1,895 148 2,043 Loss from continuing operations $ (1,133 ) $ (148 ) $ (1,281 ) Nine months ended September 30,2022 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 7,417 $ - $ 7,417 Gross margin 3,222 - 3,222 Research and development expenses 644 252 896 Depreciation and amortization expense 162 - 162 Selling, general and administrative expenses 5,618 188 5,806 Total operating expenses 6,424 440 6,864 Loss from continuing operations $ (3,202 ) $ (440 ) $ (3,642 ) Three months ended September 30, 2021 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 2,578 $ - $ 2,578 Gross margin 1,360 - 1,360 Research and development expenses 363 32 395 Depreciation and amortization expense 49 - 49 Selling, general and administrative expenses 1,704 14 1,718 Total operating expenses 2,116 46 2,162 Loss from continuing operations $ (755 ) $ (46 ) $ (802 ) Nine months ended September 30, 2021 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 7,504 $ - $ 7,504 Gross margin 4,162 - 4,162 Research and development expenses 961 209 1,170 Depreciation and amortization expense 150 - 150 Selling, general and administrative expenses 5,314 59 5,373 Total operating expenses 6,425 268 6,693 Loss from continuing operations $ (2,263 ) $ (268 ) $ (2,531 ) |
Basis of Presentation and Liq_2
Basis of Presentation and Liquidity (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Interim Financial Information | Interim Financial Information The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. The condensed consolidated balance sheet as of December 31, 2021 was derived from the Company’s audited financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. Results as of and for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Consolidation | Consolidation The accompanying condensed consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including the Company’s wholly owned subsidiary Nephros International which was dissolved during the quarter ended June 30, 2022, and SRP, in which the Company maintains a controlling interest. Outside stockholders’ interest in SRP of 37.5 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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, net realizable 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, 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 $ 142.0 In February 2022, pursuant to a First Amendment to Series A Preferred Stock Purchase Agreement (the “Amendment”) among SRP and the holders of SRP’s outstanding shares of Series A Preferred Stock, SRP issued and sold an additional 100,003 5.00 500,015 1.3 1.0 1.4 Based on cash that is available for the Company’s operations, projections of future Company operations, and recent expense reduction measures taken by management, including the sale of the PDS assets and discontinuance of its operations, the Company believes that its cash balances will be sufficient to fund its current operating plan through at least the next 12 months from the date of issuance of the accompanying condensed consolidated financial statements. In the event that operations do not meet expectations, the Company may need to further reduce discretionary expenditures such as additional headcount, new R&D projects, and other variable costs to alleviate any substantial doubt as to the Company’s ability to continue as a going concern. 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 during 2020 – including water filtration and pathogen detection products – were hindered by pandemic-related travel restrictions. Also in 2020, 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 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 Company adopted this guidance as of January 1, 2022, and the guidance did not have an impact on its condensed consolidated financial statements. |
Recent Accounting Pronouncements, Not Yet Effective | Recent Accounting Pronouncements, Not Yet Effective 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. |
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 three months ended September 30, 2022 and 2021, the following customers, all of which are in the Water Filtration segment, accounted for the following percentages of the Company’s revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2022 2021 Three Months Ended September 30 Customer 2022 2021 A 32 % 26 % D 3 % 11 % Total 35 % 37 % For the nine months ended September 30, 2022 and 2021, the following customers, all of which are in the Water Filtration segment, accounted for the following percentages of the Company’s revenues, respectively: Customer 2022 2021 Nine Months Ended September 30 Customer 2022 2021 A 24 % 19 % B 9 % 10 % Total 33 % 29 % No other customer accounted for 10 As of September 30, 2022 and December 31, 2021, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer September 30, 2022 December 31, 2021 A 17 % 8 % C 12 % 19 % B 7 % 11 % Total 36 % 38 % |
Accounts Receivable | Accounts Receivable The Company recognizes an allowance that reflects a current estimate of credit losses expected to be incurred over the life of a financial asset, including trade receivables. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time balances are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company and the expected condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they are determined to be uncollectible. There was no The allowance for doubtful accounts was approximately $ 1,000 |
Depreciation Expense | Depreciation Expense Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the condensed consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2022, depreciation expense was approximately $ 3,000 19,000 7,000 22,000 Assets Held-For-Sale and Discontinued Operations See Note 4, Assets Held-for-Sale and Discontinued Operations, for a discussion of the Company’s significant accounting policy surrounding the sale of substantially all of the Company’s PDS business. |
Basis of Presentation and Liq_3
Basis of Presentation and Liquidity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenues and Accounts Receivable Percentage of Major Customers | For the three months ended September 30, 2022 and 2021, the following customers, all of which are in the Water Filtration segment, accounted for the following percentages of the Company’s revenues, respectively: Schedule of Revenues and Accounts Receivable Percentage of Major Customers Customer 2022 2021 Three Months Ended September 30 Customer 2022 2021 A 32 % 26 % D 3 % 11 % Total 35 % 37 % For the nine months ended September 30, 2022 and 2021, the following customers, all of which are in the Water Filtration segment, accounted for the following percentages of the Company’s revenues, respectively: Customer 2022 2021 Nine Months Ended September 30 Customer 2022 2021 A 24 % 19 % B 9 % 10 % Total 33 % 29 % No other customer accounted for 10 As of September 30, 2022 and December 31, 2021, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer September 30, 2022 December 31, 2021 A 17 % 8 % C 12 % 19 % B 7 % 11 % Total 36 % 38 % |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 |
Assets Held-for-Sale and Disc_2
Assets Held-for-Sale and Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of the Components in Assets Held for Sale and Liabilities Associated with Assets Held for Sale | The following table presents the components in assets held-for-sale and liabilities associated with assets held-for-sale: Schedule of the Components in Assets Held for Sale and Liabilities Associated with Assets Held for Sale (in thousands) September 30, 2022 December 31, 2021 Inventory - 333 Prepaid expenses - 18 Operating lease right of use assets 130 - Total current assets held-for-sale $ 130 $ 351 Property and equipment - 294 Operating lease right of use assets - 116 Intangible assets, net - 1,071 Other assets - 5 Total non-current assets held-for-sale $ - $ 1,486 Current portion of operating lease liabilities 130 51 Total current liabilities associated with assets held-for-sale $ 130 $ 51 Lease liabilities, net of current portion - 72 Total non-current liabilities associated with assets held-for-sale $ - $ 72 All discontinued operations relate to the Company’s previously reported PDS segment, for the three months ended September 30, 2022 and 2021. Three months ended September 30, Three Months Ended September 30, 2022 2021 Total net revenues $ 79 $ 59 Gross margin (149 ) 52 Research and development expenses 192 237 Depreciation and amortization expense 7 1 Selling, general and administrative expenses 161 174 Total operating expenses 360 412 Operating loss from discontinued operations (509 ) (360 ) Impairment of assets held for sale (1,395 ) - Loss from discontinued operations $ (1,904 ) $ (360 ) All discontinued operations relate to the Company’s previously reported PDS segment, for the nine months ended September 30, 2022 and 2021. Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 Total net revenues $ 141 $ 135 Gross margin (211 ) 112 Research and development expenses 556 505 Depreciation and amortization expense 21 1 Selling, general and administrative expenses 517 372 Total operating expenses 1,094 878 Operating loss from discontinued operations (1,305 ) (766 ) Impairment of assets held for sale (1,395 ) - Loss from discontinued operations $ (2,700 ) $ (766 ) The following items related to discontinued operations were included in the condensed consolidated statement of cash flows: For the nine months ended, (in millions) September 30, 2022 September 30, 2021 Depreciation $ 42 $ 3 Amortization 82 - Stock compensation 66 31 Impairment of assets held-for-sale 1,395 - Operating lease right-of-use assets 33 30 Purchases of property and equipment (34 ) (36 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Royalty and Other Revenues | Schedule of Royalty and Other Revenues 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Royalty revenue under the Bellco License Agreement $ - $ 15 $ - $ 44 Royalty revenue under the Sublicense Agreement with Camelbak (1) - - - 20 Other revenue 10 5 30 24 Total royalty and other revenues $ 10 $ 20 $ 30 $ 88 (1) In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under this 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 IWTD. 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 are 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 obligations. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | At September 30, 2022 and December 31, 2021, the fair value measurements of the Company’s assets and liabilities measured on a recurring basis were as follows: Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) September 30, 2022 Cash $ 1,911 $ - $ - Money market funds 2,029 - - Cash and cash equivalents $ 3,940 $ - - December 31, 2021 Cash $ 2,952 - - Money market funds 4,021 - - Cash and cash equivalents $ 6,973 $ - $ - |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | Schedule of Inventory, Net September 30, 2022 December 31, 2021 (in thousands) Finished goods $ 2,989 $ 3,427 Raw materials 499 1,035 Total inventory $ 3,488 $ 4,462 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at September 30, 2022 and December 31, 2021 are set forth in the table below. Gross carrying values and accumulated amortization of the Company’s intangible assets by type are as follows: Schedule of Intangible Assets September 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Amortization Net (in thousands) Tradenames, service marks and domain names $ 50 $ (38 ) $ 12 $ 50 $ (30 ) $ 20 Customer relationships 540 (119 ) 421 540 (95 ) 445 Total intangible assets $ 590 (157 ) $ 433 $ 590 (126 ) 465 |
Schedule of Future Amortization Expense | As of September 30, 2022, future amortization expense for each of the next five years is (in thousands): Schedule of Future Amortization Expense Fiscal Years 2022 (excluding the nine months ended September 30, 2022) $ 11 2023 42 2024 32 2025 32 2026 32 |
Secured Note Payable (Tables)
Secured Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Future Debt Principal Maturities | As of September 30, 2022, future principal maturities are as follows (in thousands): Schedule of Future Debt Principal Maturities Fiscal Years 2022 (excluding the nine months ended September 30, 2022) $ 46 2023 95 Total $ 141 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of Components of Lease Cost | The components of total lease costs were as follows: Schedule of Components of Lease Cost Three months ended September 30, 2022 Three months ended September 30, 2021 (in thousands) Operating lease cost $ 103 $ 98 Finance lease cost: Amortization of right-of-use assets 2 3 Interest on lease liabilities 1 1 Total finance lease cost 3 4 Variable lease cost 9 17 Total lease cost $ 115 $ 119 Nine months ended September 30, 2022 Nine months ended September 30, 2021 (in thousands) Operating lease cost $ 316 $ 294 Finance lease cost: Amortization of right-of-use assets 7 9 Interest on lease liabilities 4 2 Total finance lease cost 11 11 Variable lease cost 28 36 Total lease cost $ 355 $ 341 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Related to Leases Nine months ended September 30, 2022 Nine months ended September 30, 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 316 $ 316 Financing cash flows from finance leases $ 3 $ 11 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases September 30, 2022 December 31, 2021 (in thousands) Operating lease right-of-use assets $ 389 $ 590 Finance lease right-of-use assets $ 15 $ 24 Current portion of operating lease liabilities $ 220 $ 301 Operating lease liabilities, net of current portion 195 328 Total operating lease liabilities $ 415 $ 629 Current portion of finance lease liabilities $ 9 $ 12 Finance lease liabilities, net of current portion 6 12 Total finance lease liabilities $ 15 $ 24 Weighted average remaining lease term Operating leases 1.7 2.3 Finance leases 1.7 2.2 Weighted average discount rate Operating leases 8.0 % 8.0 % Finance leases 8.0 % 8.0 % |
Schedule of Maturities of Lease Liabilities | As of September 30, 2022, maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities Operating Leases Finance Leases (in thousands) 2022 (excluding the nine months ended September 30, 2022) $ 79 $ 3 2023 220 8 2024 145 4 2025 - - Total future minimum lease payments 444 15 Less imputed interest (29 ) - Total $ 415 $ 15 |
Stock Plans and Share-Based P_2
Stock Plans and Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions | Schedule of Fair Value Assumptions Assumptions for Option Grants Stock Price Volatility 75.38 % Risk-Free Interest Rate 2.72 % Expected Life (in years) 5.63 Expected Dividend Yield - % |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be antidilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share September 30, 2022 2021 Shares underlying warrants outstanding - 123,476 Shares underlying options outstanding 1,492,247 1,298,172 Unvested restricted stock - 40,557 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Schedule of Segment Information Three months ended September 30, 2022 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 2,409 $ - $ 2,409 Gross margin 762 - 762 Research and development expenses 184 68 252 Depreciation and amortization expense 48 - 48 Selling, general and administrative expenses 1,663 80 1,743 Total operating expenses 1,895 148 2,043 Loss from continuing operations $ (1,133 ) $ (148 ) $ (1,281 ) Nine months ended September 30,2022 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 7,417 $ - $ 7,417 Gross margin 3,222 - 3,222 Research and development expenses 644 252 896 Depreciation and amortization expense 162 - 162 Selling, general and administrative expenses 5,618 188 5,806 Total operating expenses 6,424 440 6,864 Loss from continuing operations $ (3,202 ) $ (440 ) $ (3,642 ) Three months ended September 30, 2021 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 2,578 $ - $ 2,578 Gross margin 1,360 - 1,360 Research and development expenses 363 32 395 Depreciation and amortization expense 49 - 49 Selling, general and administrative expenses 1,704 14 1,718 Total operating expenses 2,116 46 2,162 Loss from continuing operations $ (755 ) $ (46 ) $ (802 ) Nine months ended September 30, 2021 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 7,504 $ - $ 7,504 Gross margin 4,162 - 4,162 Research and development expenses 961 209 1,170 Depreciation and amortization expense 150 - 150 Selling, general and administrative expenses 5,314 59 5,373 Total operating expenses 6,425 268 6,693 Loss from continuing operations $ (2,263 ) $ (268 ) $ (2,531 ) |
Schedule of Revenues and Accoun
Schedule of Revenues and Accounts Receivable Percentage of Major Customers (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Customer A [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Total | 32% | 26% | 24% | 19% | |
Customer A [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Total | 17% | 8% | |||
Customer D [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Total | 3% | 11% | |||
Customer Total [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Total | 35% | 37% | 33% | 29% | |
Customer Total [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Total | 36% | 38% | |||
Customer B [Member] | Revenue Benchmark [Member] | |||||
Product Information [Line Items] | |||||
Total | 9% | 10% | |||
Customer B [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Total | 7% | 11% | |||
Customer C [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Total | 12% | 19% |
Basis of Presentation and Liq_4
Basis of Presentation and Liquidity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 04, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||||
Accumulated deficit | $ 141,983,000 | $ 141,983,000 | $ 135,725,000 | |||||
Allowance for doubtful accounts receivable | 0 | 0 | $ 1,000 | |||||
Depreciation expense | 3,000 | $ 7,000 | $ 19,000 | $ 22,000 | ||||
Other Cutomer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 10% | |||||||
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 | $ 1,400,000 | $ 1,400,000 | ||||||
Specialty Renal Products, Inc. [Member] | Series A Preferred Stock [Member] | SRP Purchase Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Number of shares sold in transaction | 100,003 | |||||||
Share price | $ 5 | |||||||
Gross proceeds received through transaction | $ 500,015 | |||||||
Specialty Renal Products, Inc. [Member] | ||||||||
Product Information [Line Items] | ||||||||
Equity method investment, ownership percentage | 62.50% | |||||||
Private Placement [Member] | Specialty Renal Products, Inc. [Member] | ||||||||
Product Information [Line Items] | ||||||||
Equity method investment, ownership percentage | 37.50% | 37.50% |
Schedule of Assets Acquired (De
Schedule of Assets Acquired (Details) - GenArraytion Inc [Member] $ in Thousands | Jul. 09, 2021 USD ($) |
Intellectual property | $ 1,098 |
Equipment | 75 |
Total consideration | $ 1,173 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 09, 2021 | Sep. 30, 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 | |
Impairment of assets | $ 0 | |
GenArraytion Inc [Member] | Asset Purchase Agreement [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Common stock shares issued | 123,981 | 123,981 |
Common stock purchase price | $ 1,200,000 | |
Asset acquisition consideration transferred transaction cost | $ 49,000 | |
Royalty payments rate | 5% | |
Consideration amount | $ 1,200,000 |
Schedule of the Components in A
Schedule of the Components in Assets Held for Sale and Liabilities Associated with Assets Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Inventory | $ 333 | ||||
Prepaid expenses | 18 | ||||
Operating lease right of use assets | 130 | 130 | |||
Total current assets held-for-sale | 130 | 130 | 351 | ||
Property and equipment | 294 | ||||
Operating lease right of use assets | 116 | ||||
Intangible assets, net | 1,071 | ||||
Other assets | 5 | ||||
Total non-current assets held-for-sale | 1,486 | ||||
Current portion of operating lease liabilities | 130 | 130 | 51 | ||
Total current liabilities associated with assets held-for-sale | 130 | 130 | 51 | ||
Lease liabilities, net of current portion | 72 | ||||
Total non-current liabilities associated with assets held-for-sale | $ 72 | ||||
Total net revenues | 79 | $ 59 | 141 | $ 135 | |
Gross margin | (149) | 52 | (211) | 112 | |
Research and development expenses | 192 | 237 | 556 | 505 | |
Depreciation and amortization expense | 7 | 1 | 21 | 1 | |
Selling, general and administrative expenses | 161 | 174 | 517 | 372 | |
Total operating expenses | 360 | 412 | 1,094 | 878 | |
Operating loss from discontinued operations | (509) | (360) | (1,305) | (766) | |
Impairment of assets held for sale | (1,395) | (1,395) | |||
Loss from discontinued operations | $ (1,904) | $ (360) | (2,700) | (766) | |
Loss from discontinued operations | (2,700) | (766) | |||
Depreciation | 42,000 | 3,000 | |||
Amortization | 82,000 | ||||
Stock compensation | 66,000 | 31,000 | |||
Impairment of assets held-for-sale | 1,395,000 | ||||
Operating lease right-of-use assets | 33,000 | 30,000 | |||
Purchases of property and equipment | $ (34,000) | $ (36,000) |
Assets Held-for-Sale and Disc_3
Assets Held-for-Sale and Discontinued Operations (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 04, 2022 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets Held-for-sale, Not Part of Disposal Group | $ 0 | |
Operating lease right of use assets | $ 49,000 | |
Definitive Asset Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Consideration in sale of assets, description | In consideration for the sale of these assets, the Company will receive $ | |
Consideration receivable on sale of assets | $ 1,000 | |
Potential royalties payable period | 7 years | |
Potential royalties payments commencing date | Jan. 01, 2023 |
Schedule of Royalty and Other R
Schedule of Royalty and Other Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Disaggregation of Revenue [Line Items] | |||||
Total royalty and other revenues | $ 2,409 | $ 2,578 | $ 7,417 | $ 7,504 | |
Royalty Revenue [Member] | Bellco License Agreement [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total royalty and other revenues | 15 | 44 | |||
Royalty Revenue [Member] | Camelbak Sublicense Agreement [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total royalty and other revenues | [1] | 20 | |||
Other Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total royalty and other revenues | 10 | 5 | 30 | 24 | |
Royalty and Other Revenues [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total royalty and other revenues | $ 10 | $ 20 | $ 30 | $ 88 | |
[1]In May 2015, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with CamelBak Products, LLC (“CamelBak”). Under this 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 IWTD. 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 are 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 obligations. |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 1,911 | $ 2,952 |
Money market funds | 2,029 | 4,021 |
Cash and cash equivalents | 3,940 | 6,973 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents |
Schedule of Inventory, Net (Det
Schedule of Inventory, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,989 | $ 3,427 |
Raw materials | 499 | 1,035 |
Total inventory | $ 3,488 | $ 4,462 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 590 | $ 590 |
Accumulated Amortization | (157) | (126) |
Total Intangible Assets, Net | 433 | 465 |
Tradenames, Service Marks and Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 50 | 50 |
Accumulated Amortization | (38) | (30) |
Total Intangible Assets, Net | 12 | 20 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 540 | 540 |
Accumulated Amortization | (119) | (95) |
Total Intangible Assets, Net | $ 421 | $ 445 |
Schedule of Future Amortization
Schedule of Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (excluding the nine months ended September 30, 2022) | $ 11 |
2023 | 42 |
2024 | 32 |
2025 | 32 |
2026 | $ 32 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization of intangible assets | $ 11,000 | $ 11,000 | $ 31,000 | $ 31,000 | |
Impairment of intangible assets | 1,000,000 | 1,000,000 | |||
Goodwill | $ 759,000 | $ 759,000 | $ 759,000 |
License and Supply Agreement,_2
License and Supply Agreement, net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2013 | |
Long-term intangible asset, gross | $ 2,300,000 | $ 2,300,000 | ||||
License and supply agreement, net | 435,000 | 435,000 | $ 536,000 | |||
Accumulated Amortization | (157,000) | (157,000) | (126,000) | |||
Amortization of intangible assets | 11,000 | $ 11,000 | 31,000 | $ 31,000 | ||
Accounts Payable [Member] | ||||||
Royalty expense | 64,000 | 70,000 | ||||
Cost of Goods Sold [Member] | ||||||
Royalty expense | 64,000 | 70,000 | 198,000 | 198,000 | ||
Medica [Member] | ||||||
Debt instrument, interest rate, stated percentage | 12% | |||||
License and Supply Agreement [Member] | ||||||
Accumulated Amortization | 1,900,000 | 1,900,000 | $ 1,800,000 | |||
Amortization of intangible assets | $ 33,000 | $ 33,000 | ||||
Interest expense, debt | $ 0 | $ 0 | ||||
License and Supply Agreement [Member] | Medica [Member] | April 23, 2014 through December 31, 2025 [Member] | ||||||
Royalty rate | 3% |
Schedule of Future Debt Princip
Schedule of Future Debt Principal Maturities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 (excluding the nine months ended September 30, 2022) | $ 46 |
2023 | 95 |
Total | $ 141 |
Secured Note Payable (Details N
Secured Note Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||||
Interest expense | $ 4,000 | $ 10,000 | $ 17,000 | $ 34,000 |
Secured Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Repayments of notes payable | 72,000 | 72,000 | 216,000 | 216,000 |
Interest expense | $ 4,000 | $ 9,000 | $ 15,000 | $ 30,000 |
Secured Promissory Note Agreement [Member] | Tech Capital, LLC [Member] | ||||
Short-Term Debt [Line Items] | ||||
Maturity date | Apr. 01, 2023 | |||
Debt interest rate | 8% | 8% | ||
Debt instrument, maturity date, description | Principal and interest payments are due on the first day of each month commencing on May 1, 2018 |
Schedule of Components of Lease
Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||||
Operating lease cost | $ 103 | $ 98 | $ 316 | $ 294 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 2 | 3 | 7 | 9 |
Interest on lease liabilities | 1 | 1 | 4 | 2 |
Total finance lease cost | 3 | 4 | 11 | 11 |
Variable lease cost | 9 | 17 | 28 | 36 |
Total lease cost | $ 115 | $ 119 | $ 355 | $ 341 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 316 | $ 316 |
Financing cash flows from finance leases | $ 3 | $ 11 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease right-of-use assets | $ 389 | $ 590 |
Finance lease right-of-use assets | 15 | 24 |
Current portion of operating lease liabilities | 220 | 301 |
Operating lease liabilities, net of current portion | 195 | 328 |
Total operating lease liabilities | 415 | 629 |
Current portion of finance lease liabilities | 9 | 12 |
Finance lease liabilities, net of current portion | 6 | 12 |
Total finance lease liabilities | $ 15 | $ 24 |
Weighted average remaining lease term, Operating leases | 1 year 8 months 12 days | 2 years 3 months 18 days |
Weighted average remaining lease term, Finance leases | 1 year 8 months 12 days | 2 years 2 months 12 days |
Operating leases | 8% | 8% |
Finance leases | 8% | 8% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
Operating Leases, 2022 | $ 79 | |
Operating Leases, 2023 | 220 | |
Operating Leases, 2024 | 145 | |
Operating Leases, 2025 | ||
Operating Leases, Total future minimum lease payments | 444 | |
Operating Leases, Less imputed interest | (29) | |
Operating Leases, Total | 415 | $ 629 |
Finance Lease, Liability, to be Paid [Abstract] | ||
Finance Leases, 2022 | 3 | |
Finance Leases, 2023 | 8 | |
Finance Leases, 2024 | 4 | |
Finance Leases, 2025 | ||
Finance Leases, Total future minimum lease payments | 15 | |
Finance Leases, Less imputed interest | ||
Finance Leases, Total | $ 15 | $ 24 |
Leases (Details Narrative)
Leases (Details Narrative) | Sep. 30, 2022 |
Minimum [Member] | |
Operating lease terms | 1 year |
Maximum [Member] | |
Operating lease terms | 3 years |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) - Employee Stock [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |
Stock Price Volatility | 75.38% |
Risk-Free Interest Rates | 2.72% |
Expected Life (in years) | 5 years 7 months 17 days |
Expected Dividend Yield |
Stock Plans and Share-Based P_3
Stock Plans and Share-Based Payments (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 07, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized compensation expense | 1,300,000 | $ 1,300,000 | |||
Unrecognized compensation expense, period for recognition | 2 years 21 days | ||||
SRP Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 0 | 0 | |||
Number of shares reserved and authorized for awards | 150,000 | ||||
Restricted stock | 29,880 | ||||
Selling, General and Administrative Expenses [Member] | SRP Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 19,000 | $ 37,000 | 3,000 | ||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | 251,000 | 212,000 | 724,000 | 661,000 | |
Share-Based Payment Arrangement, Option [Member] | Selling, General and Administrative Expenses [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | 227,000 | 200,000 | 669,000 | 626,000 | |
Share-Based Payment Arrangement, Option [Member] | Research and Development Expense [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | 24,000 | 12,000 | 55,000 | 35,000 | |
Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | 42,000 | 161,000 | |||
Unrecognized compensation expense | 0 | $ 0 | |||
Unvested stock options granted | 15,000 | ||||
Restricted Stock [Member] | Selling, General and Administrative Expenses [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | 16,000 | 55,000 | $ 42,000 | 161,000 | |
Unvested Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 15,000 | 55,000 | |||
Employees [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock options granted | 19,615 | 274,115 | |||
Fair value of stock options granted | $ 18,000 | $ 300,000 | |||
Unrecognized compensation expense | $ 168,000 | $ 168,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 04, 2022 | Feb. 01, 2022 | Jul. 09, 2021 | Sep. 09, 2018 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||||
Purchase price of assets | $ 1,124,000 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Proceeds from warrants exercised | $ 163,000 | $ 297,000 | |||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant purchase | 60,374 | ||||||||
Proceeds from warrants exercised | $ 200,000 | ||||||||
Number of warrants exercised | 60,374 | ||||||||
Warrants purchased, expired | 63,102 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares outstanding | 150,000 | ||||||||
Proceeds from indebtedness | $ 250,000 | ||||||||
Management [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrant purchase | 14,815 | ||||||||
Proceeds from warrants exercised | $ 40,000 | ||||||||
Specialty Renal Products, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Ownership percentage | 62.50% | ||||||||
Series A Preferred Stock Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock | 600,000 | ||||||||
Sale of stock price per share | $ 5 | ||||||||
Proceeds from sale of stock | $ 3 | ||||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends per share rate | $ 0.40 | ||||||||
SRP Purchase Agreement Closing [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock | 100,003 | 100,003 | |||||||
Proceeds from sale of stock | $ 500,015 | ||||||||
Sale of stock | $ 188,000 | ||||||||
Loan Agreement [Member] | Specialty Renal Products, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Repayments of debt | $ 1,300,000 | ||||||||
Proceeds from Loans | $ 1,000,000 | ||||||||
Loans payable | $ 1,400,000 | ||||||||
GenArraytion Inc [Member] | Asset Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued | 123,981 | 123,981 | |||||||
Aquired percentage | 100% | ||||||||
Purchase price of assets | $ 1,200,000 | ||||||||
Transaction cost | $ 49,000 | ||||||||
Specialty Renal Products, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for common stock | 62,500 | ||||||||
Specialty Renal Products, Inc. [Member] | Chief Executive Officer [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for common stock | 313 | ||||||||
Lambda investors LLC [Member] | Series A Preferred Stock [Member] | Specialty Renal Products, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for common stock | 25,938 | ||||||||
Lambda investors LLC [Member] | Specialty Renal Products, Inc. [Member] | Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Ownership percentage | 36% |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 123,476 | |
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 | 1,492,247 | 1,298,172 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 40,557 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - License and Supply Agreement [Member] - Medica Spa [Member] € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | |
Purchase Commitment, Remaining Minimum Amount Committed | $ 3 | € 2.8 | ||
Forecast [Member] | ||||
Long-Term Purchase Commitment, Amount | $ 3.7 | € 3.5 |
Schedule of Segment Information
Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total net revenues | $ 2,409 | $ 2,578 | $ 7,417 | $ 7,504 |
Gross margin | 762 | 1,360 | 3,222 | 4,162 |
Research and development expenses | 252 | 395 | 896 | 1,170 |
Depreciation and amortization expense | 48 | 49 | 162 | 150 |
Selling, general and administrative expenses | 1,743 | 1,718 | 5,806 | 5,373 |
Total operating expenses | 2,043 | 2,162 | 6,864 | 6,693 |
Loss from continuing operations | (1,281) | (802) | (3,642) | (2,531) |
Water Filtration [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues | 2,409 | 2,578 | 7,417 | 7,504 |
Gross margin | 762 | 1,360 | 3,222 | 4,162 |
Research and development expenses | 184 | 363 | 644 | 961 |
Depreciation and amortization expense | 48 | 49 | 162 | 150 |
Selling, general and administrative expenses | 1,663 | 1,704 | 5,618 | 5,314 |
Total operating expenses | 1,895 | 2,116 | 6,424 | 6,425 |
Loss from continuing operations | (1,133) | (755) | (3,202) | (2,263) |
Renal Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues | ||||
Gross margin | ||||
Research and development expenses | 68 | 32 | 252 | 209 |
Depreciation and amortization expense | ||||
Selling, general and administrative expenses | 80 | 14 | 188 | 59 |
Total operating expenses | 148 | 46 | 440 | 268 |
Loss from continuing operations | (148) | (46) | (440) | (268) |
Consolidated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues | 2,409 | 2,578 | 7,417 | 7,504 |
Gross margin | 762 | 1,360 | 3,222 | 4,162 |
Research and development expenses | 252 | 395 | 896 | 1,170 |
Depreciation and amortization expense | 48 | 49 | 162 | 150 |
Selling, general and administrative expenses | 1,743 | 1,718 | 5,806 | 5,373 |
Total operating expenses | 2,043 | 2,162 | 6,864 | 6,693 |
Loss from continuing operations | $ (1,281) | $ (802) | $ (3,642) | $ (2,531) |