Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-35817 | ||
Entity Registrant Name | VYANT BIO, INC. | ||
Entity Central Index Key | 0001349929 | ||
Entity Tax Identification Number | 04-3462475 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 2 Executive Campus | ||
Entity Address, Address Line Two | 2370 State Route 70 | ||
Entity Address, Address Line Three | Suite 310 | ||
Entity Address, City or Town | Cherry Hill | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08002 | ||
City Area Code | (201) | ||
Local Phone Number | 479-1357 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | VYNT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 80.7 | ||
Entity Common Stock, Shares Outstanding | 28,998,169 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 34 | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Location | Minneapolis, Minnesota |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 20,608 | $ 792 |
Trade accounts and other receivables | 434 | 357 |
Inventory | 475 | 415 |
Prepaid expenses and other current assets | 895 | 223 |
Assets of discontinuing operations – current | 802 | |
Total current assets | 23,214 | 1,787 |
Non-current assets: | ||
Fixed assets, net | 1,020 | 1,031 |
Operating lease right-of-use assets, net | 673 | 1,095 |
Long-term prepaid expenses and other assets | 1,221 | 136 |
Assets of discontinuing operations – non-current | 11,508 | |
Total non-current assets | 14,422 | 2,262 |
Total Assets | 37,636 | 4,049 |
Current liabilities: | ||
Accounts payable | 740 | 1,300 |
Accrued expenses | 764 | 162 |
Deferred revenue | 74 | 92 |
Obligations under operating leases, current portion | 174 | 486 |
Obligation under finance lease, current portion | 157 | |
Other current liabilities | 9 | |
Liabilities of discontinuing operations – current | 3,522 | |
Total current liabilities | 5,431 | 2,049 |
Obligations under operating leases, less current portion | 516 | 627 |
Obligations under finance leases, less current portion | 293 | |
Share-settlement obligation derivative | 1,690 | |
Accrued interest | 277 | |
Long-term debt | 57 | 6,839 |
Liabilities of discontinuing operations – non-current | 49 | |
Total Liabilities | 6,346 | 11,482 |
Commitments and Contingencies (Note 16) | ||
Temporary Equity | ||
Total Temporary Equity | 29,007 | |
Stockholders’ Equity (Deficit) | ||
Preferred stock, authorized 9,764 shares $ 0.0001 par value, 0 shares issued and outstanding as of December 31, 2021 and 2020 | ||
Common stock, authorized 100,000 shares, $0.0001 par value, 28,993 and 2,594 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 3 | |
Additional paid-in capital | 110,174 | 1,514 |
Accumulated comprehensive loss | (74) | |
Accumulated deficit | (78,813) | (37,954) |
Total Common Stockholders’ Equity (Deficit) | 31,290 | (36,440) |
Total Liabilities and Stockholders’ Equity (Deficit) | 37,636 | 4,049 |
Series A Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Total Temporary Equity | 12,356 | |
Series B Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Total Temporary Equity | 16,651 | |
Series C Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Total Temporary Equity |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Shares Authorized | 9,764 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 28,993 | 2,594 |
Common stock, shares outstanding | 28,993 | 2,594 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 4,700 | 4,700 |
Temporary equity, shares issued | 0 | 4,612 |
Temporary equity, shares outstanding | 0 | 4,612 |
Temporary equity, liquidation preference | $ 0 | $ 11,732 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 4,700 | 4,700 |
Temporary equity, shares issued | 0 | 3,489 |
Temporary equity, shares outstanding | 0 | 3,489 |
Temporary equity, liquidation preference | $ 0 | $ 15,707 |
Series C Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 2,000 | 2,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Temporary equity, liquidation preference | $ 0 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Total revenue | $ 1,148 | $ 867 |
Operating costs and expenses: | ||
Research and development | 4,273 | 3,232 |
Selling, general and administrative | 8,424 | 2,717 |
Merger related costs | 2,310 | 1,440 |
Total operating costs and expenses | 16,854 | 8,490 |
Loss from operations | (15,706) | (7,623) |
Other income (expense): | ||
Change in fair value of warrant liability | 214 | |
Change in fair value of share-settlement obligation derivative | (250) | (503) |
Loss on debt conversions | (2,518) | |
Other income | 57 | 11 |
Interest expense, net | (372) | (535) |
Total other income (expense) | (2,869) | (1,027) |
Loss from continuing operations before income taxes | (18,575) | (8,650) |
Income tax expense (benefit) | ||
Loss from continuing operations | (18,575) | (8,650) |
Discontinuing operations (net of $0 tax benefit in 2021) | (22,284) | |
Net loss | (40,859) | (8,650) |
Cumulative translation adjustment | (74) | |
Comprehensive loss | $ (40,933) | $ (8,650) |
Net loss per share attributed to common stock – basic and diluted: | ||
Net loss per share from continuing operations | $ (0.82) | $ (3.48) |
Net loss per share from discontinuing operations | (0.99) | |
Net loss per share | $ (1.81) | $ (3.48) |
Weighted average shares outstanding: | ||
Weighted average common shares outstanding – basic and diluted | 22,614,449 | 2,485,968 |
Service [Member] | ||
Revenue: | ||
Total revenue | $ 665 | $ 588 |
Operating costs and expenses: | ||
Cost of goods sold | 408 | 384 |
Product [Member] | ||
Revenue: | ||
Total revenue | 483 | 279 |
Operating costs and expenses: | ||
Cost of goods sold | $ 1,439 | $ 717 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Income Tax Expense (Benefit) |
Consolidated Statements of Temp
Consolidated Statements of Temporary Equity and Common Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Temporary Equity [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Dec. 31, 2019 | $ 12,356 | $ 18,045 | $ 30,401 | $ 1,047 | $ (29,304) | $ (28,257) | |||
Balance, shares at Dec. 31, 2019 | 4,612 | 3,735 | 2,456 | ||||||
Stock-based compensation | 216 | 216 | |||||||
Issuance of shares for services | $ 30 | 30 | 40 | 40 | |||||
Issuance of shares for services, shares | 5 | 20 | |||||||
Exercise of stock options in exchange for a note payable | 26 | 26 | |||||||
Exercise of stock options in exchange for a note payable, shares | 12 | ||||||||
Issuance of shares upon exercise of common stock options | 99 | 99 | |||||||
Issuance of shares upon exercise of common stock options, shares | 63 | ||||||||
Executives restricted common stock grants | 86 | 86 | |||||||
Executives restricted common stock grants, shares | 43 | ||||||||
Issuance of Series B Convertible Preferred shares, net of issuance costs of $41 | $ 1,250 | 1,250 | |||||||
Issuance of Series B Convertible Preferred shares, net of issuance costs of $41, shares | 236 | ||||||||
Exchange of Series B Preferred Stock for 2020 Convertible Notes | $ (2,674) | (2,674) | |||||||
Exchange of Series B Preferred Stock for 2020 Convertible Notes, shares | (487) | ||||||||
Net loss | (8,650) | (8,650) | |||||||
Balance at Dec. 31, 2020 | $ 12,356 | $ 16,651 | 29,007 | 1,514 | (37,954) | (36,440) | |||
Balance, shares at Dec. 31, 2020 | 4,612 | 3,489 | 2,594 | ||||||
Stock-based compensation | 1,298 | 1,298 | |||||||
Exercise of stock options | 41 | 41 | |||||||
Exercise of stock options, shares | 8 | ||||||||
Issuance of Series C Convertible Preferred shares, net of issuance costs of $214 | $ 1,786 | 1,786 | |||||||
Issuance of Series C Convertible Preferred shares, net of issuance costs of $214, shares | 567 | ||||||||
Issuance of Common Stock for acquisition consideration | $ 2 | 59,918 | 59,920 | ||||||
Issuance of Common Stock for acquisition consideration, shares | 11,007 | ||||||||
Warrant liability reclassified to equity upon Merger | 421 | 421 | |||||||
Foreign currency translation adjustment | (74) | (74) | |||||||
Net loss | (40,859) | (40,859) | |||||||
Issuance of incremental shares to StemoniX shareholders upon Merger | |||||||||
Issuance of incremental shares to StemoniX shareholders upon Merger, shares | 805 | ||||||||
Conversion of Preferred Stock to Common Stock upon Merger | $ (12,356) | $ (16,651) | $ (1,786) | (30,793) | $ 1 | 30,792 | 30,793 | ||
Conversion of preferred stock to common stock upon merger, shares | (4,612) | (3,489) | (567) | 11,197 | |||||
Conversion of 2020 Convertible Notes to Common Stock upon Merger | 16,190 | 16,190 | |||||||
Conversion of 2020 convertible notes to common sock upon merger, shares | 3,339 | ||||||||
Preferred stock warrant settled for Common Stock upon Merger | |||||||||
Preferred stock warrant settled for Common Stock upon Merger , shares | 43 | ||||||||
Balance at Dec. 31, 2021 | $ 3 | $ 110,174 | $ (78,813) | $ (74) | $ 31,290 | ||||
Balance, shares at Dec. 31, 2021 | 28,993 |
Consolidated Statements of Te_2
Consolidated Statements of Temporary Equity and Common Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Series B Preferred Stock [Member] | ||
Payments of Stock Issuance Costs | $ 41 | |
Series C Preferred Stock [Member] | ||
Payments of Stock Issuance Costs | $ 214 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (40,859) | $ (8,650) |
Net loss from discontinuing operations | 22,284 | |
Reconciliation of net loss to net cash used in operating activities, continuing operations: | ||
Stock-based compensation | 1,003 | 372 |
Amortization of operating lease right-of-use assets | 504 | 538 |
Depreciation and amortization expense | 550 | 572 |
Change in fair value of share-settlement obligation derivative | 250 | 503 |
Change in fair value of financial instruments | (210) | |
Accretion of debt discount | 173 | 235 |
Loss on conversion of debt | 2,518 | |
PPL loan and EIDL grant forgiveness | (740) | |
Other | (14) | 29 |
Changes in operating assets and liabilities, net of impacts of business combination: | ||
Trade accounts and other receivables | (77) | (127) |
Inventory | (60) | (43) |
Prepaid expense and other assets | (165) | 68 |
Accounts payable | (1,146) | 878 |
PPL loan and EIDL grant proceeds | 740 | |
Obligations under operating leases | (499) | (485) |
Accrued expenses and other liabilities | (740) | 298 |
Net cash used in operating activities, continuing operations | (16,488) | (5,812) |
Net cash provided by operating activities, discontinuing operations | (505) | |
Net cash used in operating activities | (16,993) | (5,812) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (535) | (60) |
Proceeds from patent held for sale and equipment sales | 50 | 17 |
Cash acquired from acquisition | 30,163 | |
Net cash provided by (used in) investing activities, continuing operations | 29,678 | (43) |
Net cash used in investing activities, discontinuing operations | (59) | |
Net cash provided by (used in) investing activities | 29,619 | (43) |
Cash Flows from Financing Activities: | ||
EIDL loan proceeds | 57 | |
Issuance of common stock, net of issuance costs | 41 | 98 |
Issuance of Series B Convertible Preferred Stock, net of issuance costs | 1,250 | |
Issuance of Series C Convertible Preferred Stock, net of issuance costs | 1,786 | |
2020 Convertible Note proceeds, net of issuance costs | 5,022 | 4,923 |
Related party notes payable | 80 | |
Principal payments on long-term debt | (82) | |
Proceeds from lease financing | 492 | |
Principal payments on obligations under financing leases | (37) | (76) |
Net cash provided by financing activities, continuing operations | 7,222 | 6,332 |
Net cash used in financing activities, discontinuing operations | (32) | |
Net cash provided by financing activities | 7,190 | 6,332 |
Net increase in cash and cash equivalents | 19,816 | 477 |
Cash and cash equivalents, beginning of year | 792 | 315 |
Cash and cash equivalents, end of year | 20,608 | 792 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 8 | 5 |
Cash paid for income taxes | 1 | |
Non-cash investing activities: | ||
Fair value of non-cash merger consideration | 59,920 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 83 | 373 |
Non-cash financing activities: | ||
Conversion of Convertible Preferred Stock to Common Stock upon Merger | 30,793 | |
Conversion of 2020 Convertible Notes and accrued interest to Common Stock upon Merger | 16,190 | |
Exchange of Series B Convertible Preferred Stock for 2020 Convertible Notes | 2,674 | |
Related party note payable converted to 2020 Convertible Notes | 55 | |
Related party note payable exchanged for stock option exercise | 26 | |
Reclass warrant liability to equity upon Merger | $ 421 |
Organization, Description of Bu
Organization, Description of Business, Business Disposals, Offerings and Merger | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Business Disposals, Offerings and Merger | Note 1. Organization, Description of Business, Business Disposals, Offerings and Merger Vyant Bio, Inc. (the “Company”, “Vyant Bio”, “VYNT” or “we”) , As further described in Note 3, i n December 2021, the Company’s Board of Directors approved a plan to sell the vivo vivo vivo On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. Many of the Company’s customers worldwide were impacted by COVID-19 and temporarily closed their facilities which impacted revenue in the first half of 2020 for StemoniX. While the impact of the pandemic on our business has lessened in 2021, the global outbreak of COVID-19 continued in late 2021 with new variants and has impacted the way we operate our business including remote working, including its impact on technology security risks and employee retention. The extent to which the COVID-19 pandemic may impact the Company’s future business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as, the duration of the outbreak, travel restrictions and social distancing in the U.S. and other countries, business closures or business disruptions, and the effectiveness of actions taken in the U.S. and other countries to contain and treat the disease. The Company is actively monitoring the impact of the COVID-19 pandemic on its business, results of operations and financial condition. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition in the future is unknown at this time and will depend on future developments that are highly unpredictable. Dollar amounts in tables are stated in thousands of U.S. dollars. |
Cancer Genetics, Inc. Merger
Cancer Genetics, Inc. Merger | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Cancer Genetics, Inc. Merger | Note 2. Cancer Genetics, Inc. Merger The Company formerly known as Cancer Genetics, Inc. (“CGI”), StemoniX and CGI Acquisition, Inc. (“Merger Sub”) entered into a merger agreement on August 21, 2020, which was amended on February 8, 2021 and February 26, 2021 (as amended, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub was merged (the “Merger”) with and into StemoniX on March 30, 2021, with StemoniX surviving the Merger as a wholly owned subsidiary of the Company. For U.S. federal income tax purposes, the Merger qualified as a tax-free “reorganization”. Concurrent with the Merger closing, the Company changed its name to Vyant Bio, Inc. Under the terms of the Merger Agreement, upon consummation of the Merger, the Company issued (i) an aggregate of 17,977,544 shares of VYNT common stock, par value $ 0.0001 per share (the “Common Stock”) to the holders of StemoniX capital stock (after giving effect to the conversion of all StemoniX preferred shares and StemoniX 2020 Convertible Notes) and StemoniX warrants (which does not include a certain warrant (the “Investor Warrant”) issued to a certain StemoniX convertible note holder (the “Major Investor”)), (ii) options to purchase an aggregate of 891,780 shares of Common Stock to the holders of StemoniX options with exercise prices ranging from $ 0.66 to $ 4.61 per share and a weighted average exercise price of $ 1.46 per share, and (iii) a warrant (the “Major Investor Warrant”) to the Major Investor, expiring February 23, 2026 to purchase 143,890 shares of Common Stock at a price of $ 5.9059 per share in exchange for the Investor Warrant. The Merger was accounted for as a reverse acquisition with StemoniX being the accounting acquirer of CGI using the acquisition method of accounting. Under acquisition accounting, the assets and liabilities (including executory contracts, commitments and other obligations) of CGI, as of March 30, 2021, the closing date of the Merger, were recorded at their respective fair values and added to those of StemoniX. Any excess of purchase price consideration over the fair values of the identifiable net assets is recorded as goodwill. The total consideration paid by StemoniX in the Merger amounted to $ 59.9 11,007,186 50.74 2,157,686 9.04 55,907 139 804,711 The Company incurred $ 2.3 million 1.4 million of costs associated with the Merger that have been reported on the consolidated statements of operations as Merger related costs for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, accounts payable includes $ 0 thousand and $ 1.0 million of Merger related costs. The following details the allocation of the preliminary purchase price consideration recorded on March 30, 2021, the acquisition date, with adjustments recorded in the remainder of 2021, and purchase price allocation. Schedule of Preliminary Allocation of the Purchase Price Consideration Preliminary Adjustments Final Assets acquired: Cash and equivalents $ 30,163 $ - $ 30,163 Accounts receivable 705 - 705 Other current assets 806 227 1,033 Intangible assets 9,500 - 9,500 Fixed assets 416 (256 ) 160 Goodwill 22,164 216 22,380 Long-term prepaid expenses and other assets 1,381 - 1,381 Total assets acquired $ 65,135 $ 187 $ 65,322 Liabilities assumed: Accounts payable and accrued expenses $ 2,670 $ 437 $ 3,107 Current liabilities of discontinuing operations 588 (141 ) 447 Obligations under operating leases 198 - 198 Obligations under finance leases 106 - 106 Deferred revenue 1,293 (114 ) 1,179 Payroll and income taxes payable 360 5 365 Total liabilities assumed $ 5,215 $ 187 $ 5,402 Net assets acquired: $ 59,920 $ - $ 59,920 The Company substantially completed valuation analyses necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. As of December 31, 2021, the Company has recorded provisional payroll and income taxes payable liabilities. Fair values were based on management’s estimates and assumptions. The Company recognized intangible assets related to the Merger, which consist of the tradename valued at $ 1.5 million with an estimated useful life of ten years and customer relationships valued at $ 8.0 million with an estimated useful life of ten years. The value of the vivo 1.0 % royalty rate was appropriate given the business-to-business nature of the vivo vivo Key assumptions in this analysis included an estimated 10% annual customer attrition rate based on historical vivo These intangible assets are classified as Level 3 measurements within the fair value hierarchy. The following presents the unaudited pro forma combined financial information as if the Merger had occurred as of January 1, 2020: Schedule of Proforma Financial Information Years ended December 31, 2021 2020 Total revenue $ 6,726 $ 6,618 Net loss (35,623 ) (13,138 ) Pro forma loss per common share, basic and diluted (1.23 ) (0.45 ) Pro forma weighted average number of common shares basic and diluted 28,977,491 28,875,162 The pro forma combined results of operations are not necessarily indicative of the results of operations that actually would have occurred had the Merger been completed as of January 1, 2020, nor are they necessarily indicative of future consolidated results. |
Discontinuing Operations
Discontinuing Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinuing Operations | Note 3. Discontinuing Operations I n December 2021, the Company’s Board of Directors approved a plan to sell the vivo vivo vivo vivo The Company classified the vivo vivo 20.2 he Company valued the vivo Also included in discontinuing operations are pre-Merger-related payables related to Cancer Genetic’s sale of its BioPharma and Clinical businesses (“Pre-Merger discontinuing operations”). As of December 31, 2021, $ 409 thousand of liabilities relating to these businesses are classified as other current liabilities – discontinuing operations on the Company’s consolidated balance sheets. The following tables reflect the Pre-Merger discontinuing operations and the vivo Results of discontinuing operations were as follows: Schedule of Disposal Groups Including Discontinuing Operations from Income Statement Revenue $ 3,978 Cost of goods sold 2,524 General and administrative 3,531 Impairment of goodwill 20,216 Total operating costs and expenses $ 26,271 Loss from discontinuing operations $ (22,293 ) Total other income $ 9 Loss from discontinuing operations before income taxes $ (22,284 ) Income tax benefit - Net loss from discontinuing operations $ (22,284 ) Asset and liabilities of discontinuing operations were as follows: Schedule of Disposal Groups Including Discontinuing Operations from Balance Sheet Accounts receivable $ 457 Other current assets 345 Assets of discontinuing operations - current $ 802 Fixed assets, net of accumulated depreciation $ 163 Operating lease right-of-use assets 30 Patents and other intangible assets, net 8,787 Goodwill 2,164 Other assets 364 Assets of discontinuing operations - non-current $ 11,508 Accounts payable $ 358 Accrued expense 418 Obligation under operating lease, current 29 Obligation under finance lease, current 32 Deferred revenue 1,911 Taxes payable 365 Other current liabilities 409 Liabilities of discontinued operations - current $ 3,522 Obligations under operating leases, less current $ 2 Obligations under finance leases, less current 47 Liabilities of discontinued operations -non- current $ 49 Intangible assets consisted of the following as of December 31, 2021: Schedule of Intangible Assets 2021 Intangible Assets: Customer relationships $ 8,000 Trade name 1,500 Intangible assets gross 9,500 Less accumulated amortization (713 ) Intangible assets, net $ 8,787 Amortization expense for intangible assets aggregated $ 713 thousand for the year ended December 31, 2021. Goodwill arising from the Merger was solely attributed to the vivo Schedule of Goodwill Rollforward 2021 Beginning balance, January 1 $ - Initial balance upon consummation of the Merger 22,164 Purchase price adjustments 216 Impairment charge (20,216 ) Ending balance, December 31 $ 2,164 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 4. Significant Accounting Policies Basis of presentation : The Company prepares its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Segment reporting : Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. All of the Company’s assets from continuing operations are maintained in the U.S. The Company views and manages its continuing operations as one segment. Per Note 2, the Merger on March 30, 2021, combined the StemoniX business with Vyant Bio and its vivo vivo vivo vivo vivo Principles of consolidation Reclassification 92 Foreign currency : The Company translates the financial statements of its foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated comprehensive loss as a component of stockholders’ equity. For the year ended December 31, 2021 there were foreign currency translation losses of $ 74 thousand, all related to the vivo no foreign currency translation or transaction gains or losses for the year ended December 31, 2020 as the Merger, which includes significant foreign operations, occurred on March 30, 2021. Use of estimates : The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include estimated transaction price, including variable consideration, of the Company’s revenue contracts; the value of intangible assets arising from the Merger, the fair value of the net assets of the vivo Risks and uncertainties Cash and cash equivalents : The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents as of December 31, 2020 was $ 738 thousand of restricted cash related to the Company’s PPP loan. The Company was required to escrow the PPP loan proceeds plus accrued interest as the Company’s PPP loan forgiveness application had not been processed by the U.S. Small Business Administration at the time of the Merger. This amount was returned to the Company in April 2021 when the PPP loan was fully forgiven. The cash and cash equivalents balance as of December 31, 2021 includes $ 12 million invested in a U.S. government money market fund. Revenue recognition The Company’s primary sources of revenue are product sales from the sale of microOrgan® plates and the performance of preclinical drug testing services using the microOrgan technology. The Company does not act as an agent in any of its revenue arrangements. For product contracts, revenue is recognized at a point-in-time upon delivery to the customer. Product contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 90 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contacts typically do not contain variable consideration as the contracts include stated prices. The Company provides assurance-type warranties on all of its products, which are not separate performance obligations. For service contracts, revenue is recognized over time and is generally defined pursuant to an enforceable right to payment for performance completed on service projects for which the Company has no alternative use as customer furnished compounds are added to Company plates for testing. The Company does not obtain control of the customer furnished compounds as the Company does not have the ability to direct their use. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract (cost-to-cost method). Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials and overhead. Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract assets primarily represent revenue earnings over time that are not yet billable based on the terms of the contracts. Contract liabilities (i.e., deferred revenue) consist of fees invoiced or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. The Company records all amounts collected for shipping as revenue. Amounts collected from customers for sales tax are recorded in sales net of amounts paid to related taxing authorities. The Company may include subcontractor or third-party vendors in certain integrated services arrangements. In these arrangements, revenue from sales of third-party vendor services is generally recorded gross as revenue and cost of goods sold – service, as the Company is the principal for the transaction. When the Company is acting as an agent between a customer and the vendor services, the Company does not record revenue and vendor costs are recorded net within cost of goods sold - service. To determine whether the Company is an agent or principal, the Company considers whether it obtains control of services before they are transferred to the customer. In making this evaluation, several factors are considered, most notably whether the Company has primary responsibility for fulfillment to the client, as well as fiscal risk and pricing discretion. Contract assets from continuing operations were $ 70 thousand and $ 32 thousand as of December 31, 2021 and 2020, respectively. Contract liabilities from continuing operations related to unfulfilled performance obligations were $ 74 thousand and $ 92 thousand as of December 31, 2021 and 2020, respectively, and are recorded in deferred revenue. Contract assets and liabilities classified within discontinuing operations aggregated $ 75 1.9 Remaining performance obligations as of December 31, 2021 are expected to be recognized as revenue in the next twelve months. Trade accounts receivable No Other receivables : For the years ended December 31, 2021 and 2020, the Company elected to use federal research and development (R&D) tax credit carryforwards to offset federal payroll taxes paid. The Company recorded R&D tax credit receivables of $ 100 thousand and $ 133 thousand as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, the Company recognized $ 205 thousand and $ 190 thousand , respectively, of R&D tax credits as a reduction in payroll tax expenses. Concentration of credit risk : Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company places cash and cash equivalents in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. As of December 31, 2021 and 2020, four and three customers, respectively, represented 10% or more of the Company’s total trade accounts receivable, and in the aggregate, these customers represented 78 %, or $ 262 thousand, and 73 %, or $ 131 thousand, respectively, of the Company’s total trade accounts receivable. Inventory : Inventory is stated at the lower of cost or net realizable value, with cost being determined on a first-in first-out basis. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventory. Costs associated with the underutilization of capacity are expensed to Cost of goods sold - product as incurred. Inventory is adjusted for excess and obsolete amounts. Evaluation of excess inventory includes items such as inventory levels, anticipated usage, and customer demand, among others. Prepaid expenses and other assets : In connection with the Merger on March 30, 2021 a number of Director and Officer insurance contracts were in place, including tail policies accounted for as acquired assets in connection with the Merger. Aggregate premiums of $ 2.7 million are being expensed over the term of each respective policy. As of December 31, 2021 , 1.0 million has been classified in the consolidated balance sheet as non-current prepaid assets related to amounts that will be expensed more than one year after December 31, 2021. Deferred revenue : Payments received in advance of services rendered are recorded as deferred revenue and are subsequently recognized as revenue in the period in which the services are performed. Fixed assets : The Company’s purchased fixed assets are stated at cost. Fixed assets under finance leases are stated at the present value of minimum lease payments. The estimated useful life of equipment is five years. Long-lived assets, such as fixed assets subject to depreciation, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. As of December 31, 2021 and 2020 the Company determined that there were no indicators of impairment and did not recognize any fixed asset impairment use in continuing operations. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and appraisals, as considered necessary. Goodwill : Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. The Company did not record Goodwill prior to the March 30, 2021 Merger. As a result of the Merger, the Company recorded $ 22.4 vivo vivo 20.2 million goodwill impairment charge. Convertible notes : The Company accounts for convertible notes using an amortized cost model. Debt issuance costs and the initial fair value of bifurcated compound derivatives reduce the initial carrying amount of the convertible notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that related debt. Fair value option : The Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings. The Company elected to account for the convertible note issued to the Major Investor in February 2021 under the fair value option. See Note 11 to the consolidated financial statements. Warrants The Company issued a warrant during first quarter of 2021 that contained an indexation feature not indexed to the Company’s stock resulting in this warrant being accounted for as a derivative. Derivative warrants are recorded as liabilities in the accompanying consolidated balance sheets. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes valuation pricing model with the assumptions as follows: the risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. The Company uses the historical volatility of its common stock and the closing price of its shares on the NASDAQ Capital Market. As further described in Note 10 to the consolidated financial statements, as a result of the Merger, the terms of this warrant were finalized through the conversion to a Vyant Bio warrant resulting in the Vyant Bio warrant being equity classified. Derivative instruments : The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the consolidated balance sheet date. Income taxes : Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses. The Company elects to present deferred taxes and the effect of unrecognized tax benefits associated with the held for sale assets and liabilities as part of the assets (or liabilities) held for sale. The deferred taxes primarily relate to net operating loss carryforwards in US and foreign jurisdictions that are classified as held for sale. Due to a valuation allowance recorded against the deferred tax assets, the net impact of deferred tax assets included in the held for sale assets and liabilities is $ 0 Leases : The Company leases office space, laboratory facilities, and equipment. The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right of use (“ROU”) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component. Therefore, the lease payments used to measure the lease liability includes all of the fixed consideration in the contract. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The Company discounts its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses the interest rate it pays on its non-collateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. The lease term for all the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Intangible assets : Intangible assets consist of vivo ten years . These assets are included in long-term assets of discontinuing operations as of December 31, 2021. Amortization expense in discontinuing operations for these intangible assets aggregated $ 713 thousand for the year ended December 31, 2021. As a described in Note 3, the Company changed the classification of the vivo Research and development : Research and development costs are expensed as incurred. Research and development costs primarily consist of personnel costs, including salaries and benefits, lab materials and supplies, and overhead allocation consisting of various support and facility related costs. Research and development costs were $ 4.3 million and $ 3.2 million for the years ended December 31, 2021 and 2020, respectively. Advertising costs : Advertising costs are expensed as incurred. Advertising costs were $ 34 thousand and $ 52 thousand for the years ended December 31, 2021 and 2020, respectively. Stock-based compensation Commitments and contingencies : Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Fair value measurements ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Valuation of business combination : The Company allocates the consideration of a business acquisition to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets which either arise from a contractual or legal right or are separable from Goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates to Goodwill any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Transaction costs associated with a business combination are expensed as incurred and recorded as merger related costs. Subsequent events : The Company has evaluated potential subsequent events through the date the financial statements were issued within our Annual Report on Form 10-K. Net loss per share Recent accounting pronouncements : In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5. Inventory The Company’s inventory consists of the following: Schedule of Inventory December 31, 2021 December 31, 2020 Finished goods $ 23 $ 40 Work in process 138 121 Raw materials 314 254 Total inventory $ 475 $ 415 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 6. Fixed Assets Presented in the table below are the major classes of fixed assets by category: Schedule of Fixed Assets December 31, 2021 December 31, 2020 Equipment $ 2,733 $ 2,212 Furniture and fixtures 6 - Leasehold improvements 251 240 Fixed assets, gross 2,990 2,452 Less accumulated depreciation (1,970 ) (1,421 ) Fixed assets, net $ 1,020 $ 1,031 Depreciation expense from continuing operations for the years ended December 31, 2021 and 2020 was $ 550 thousand and $ 572 thousand, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 7. Leases The Company was obligated under finance leases related to certain equipment that were paid in full in 2020. During October 2021, the Company entered into a new $ 491 thousand equipment financing lease. The Company leases its laboratory, research and administrative office spaces under various operating leases. As of December 31, 2020, the Company leased facilities in Maple Grove, Minnesota and in La Jolla, California under arrangements which expire(d) in July 2027 and February 2022, respectively. In 2020, the Company signed a five-year extension of its Maple Grove, Minnesota facility lease. The amendment reduces the Company’s rent to $10 thousand per month plus operating costs and extends the lease to July 31, 2027. The monthly rentals are subject to a 2 % annual rate increase. The Company recorded an increase to the ROU asset of $ 373 thousand in 2020 related to this lease amendment. These leases require monthly rent with periodic rent increases. Under the agreements, the Company is also liable for certain insurance, property tax and common area maintenance costs. As of April 1, 2021 the Company commenced a new lease for its corporate headquarters. The Company recorded a ROU asset and operating lease obligation of $ 83 thousand related to this lease. The components of operating and finance lease expense in continuing operations for the year ended December 31, are as follows: Components of Lease Expense and Supplemental Information 2021 2020 Operating lease cost $ 504 $ 466 Finance lease cost: Depreciation of ROU assets $ 35 $ 72 Interest on lease liabilities 8 4 Total finance lease cost: $ 43 $ 76 Variable lease costs $ - $ - Short-term lease costs - - Total lease continuing operations expense $ 547 $ 542 Amounts reported in the consolidated balance sheet from continuing operations as of December 31, 2021 and 2020 are as follows: Schedule of Amounts Reported in the Consolidated Balance Sheet 2021 2020 Operating leases: Operating lease ROU assets, net $ 673 $ 1,095 Operating lease current liabilities $ 174 $ 486 Operating lease long-term liabilities 516 627 Total operating lease liabilities $ 690 $ 1,113 Finance leases: Equipment $ 477 $ 289 Accumulated depreciation (63 ) (289 ) Finance leases, net $ 414 $ - Current installment obligations under finance leases $ 157 $ - Long-term portion of obligations under finance leases 293 - Total finance lease liabilities $ 450 $ - Equipment subject to finance leases are classified within fixed assets, net, on the accompanying consolidated balance sheets. Supplemental cash flow related to operating and finance leases of the Company’s continuing operations is as follows for the years ended December 31, 2021 and 2020 (in thousands): 2021 2020 Cash paid amounts included in the measurement of lease liabilities from continuing operations: Operating cash flows used for operating leases $ 509 $ 594 Financing cash flows used for finance leases $ (37 ) $ (80 ) Financing cash flows provided by finance leases $ 492 $ - Other supplemental information related to operating and finance leases of the Company’s continuing operations is as follows as of December 31, 2021 and 2020: 2021 2020 Weighted average remaining lease term (in years): Operating leases 5.42 5.91 Finance leases 2.75 - Weighted average discount rate: Operating leases 9.88 % 10.0 % Finance leases 6.54 % - Annual payments of lease liabilities under noncancelable leases as of December 31, 2021 are as follows: Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases Operating leases Finance leases 2022 $ 228 $ 181 2023 157 181 2024 136 136 2025 131 - 2026 134 - Thereafter 84 - Total undiscounted lease payments 870 498 Less: imputed interest (180 ) 48 Total lease liabilities $ 690 $ 450 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes The components of loss before income taxes from continuing operations consist of the following. Schedule Components of Loss Before Income Tax From Continuing Operations 2021 2020 United States $ (18,575 ) $ (8,650 ) Foreign - - Total loss before income taxes (18,575 ) (8,650 ) The Company did not record any current, deferred, or net income tax expense (benefit) in 2021 or 2020. 21% Schedule of Components of Income Tax Expense Benefit 2021 2020 Computed “expected” tax expense $ (3,901 ) $ (1,816 ) Deferred rate change 84 76 State taxes, net of federal tax effect (752 ) (419 ) Non-deductible transaction costs 222 290 Non-deductible interest 664 218 CARES Act PPP loan - (153 ) R&D tax credit (238 ) - Other, net (51 ) 78 Change in valuation allowance 3,972 1,726 Income tax expense (benefit) $ - $ - The tax effects of temporary differences from continuing operations that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below as of December 31: Components of Approximate Deferred Tax 2021 2020 Deferred tax assets Accrued liabilities $ 47 $ - Capitalized R&D costs 1,931 1,367 Intangibles 127 - Stock compensation 160 82 Lease liability 170 291 Loss carryforward 18,144 7,672 Tax credit carryforward 1,406 882 Other temporary differences 4 - Total gross deferred tax assets 21,989 10,294 Valuation allowance (21,807 ) (9,955 ) Total deferred tax assets $ 182 $ 339 Deferred tax liabilities Fixed assets $ (17 ) $ (53 ) Lease assets (165 ) (286 ) Total gross deferred tax liabilities $ (182 ) $ (339 ) Net deferred tax asset $ - $ - The Company assessed that the valuation allowance against its deferred tax assets is still appropriate as of December 31, 2021 and 2020, based on the consideration of all available positive and negative evidence using the “more likely than not” standard required when accounting for income taxes. Under the Code, certain corporate stock transactions into which the Company has entered or may enter in the future could limit the amount of the net operating loss carryforwards that can be utilized in future periods. The Company has completed a review of historical stock transactions, as well as the current stock transactions completed in conjunction with the Merger and concluded our federal net operating loss and R&D credit carryforwards are subject to limitations under Section 382 and 383 of the Internal Revenue Code. As of December 31, 2021, the Company has federal net operating loss carryforwards of $ 68.8 million. Of this amount, $ 11.9 56.9 million generated in tax years beginning on or after December 31, 2017 do not expire. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020 and provides various tax relief measures to taxpayers impacted by the coronavirus. The Company has reflected the impact of the CARES Act within its financial statements for the years ended December 31, 2021 and 2020, and such impact was not material to our consolidated financial statements. As of December 31, 2021 and 2020, the Company had no liability for unrecognized tax benefits recorded in continued operations. The Company does not expect the liability for unrecognized tax benefits to change in the next twelve months. The Company has elected to classify tax-related accrued interest and penalties as a component of income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. As of December 31, 2021, the Company was no longer subject to income tax examinations for taxable years before 2018 in the case of U.S. federal taxing authorities, and taxable years generally before 2017 in the case of state and local taxing jurisdictions. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9. Long-Term Debt Long-term debt consists of the following: Schedule of Long-term Debt December 31, December 31, Department of Employment and Economic Development loan $ - $ 83 Economic Injury Disaster Loan 57 57 8% 7,651 July 2022 - 7,651 Total long-term debt before debt issuance costs and debt discount 57 7,791 Less: current portion of long-term debt - - Less: debt discount (net of accretion of $ 0 235 - (952 ) Total long-term debt $ 57 $ 6,839 Future annual principal repayments due on the long-term debt as of December 31, 2021 are as follows: Schedule of Future Annual Principal Repayments Due on Long-term Debt Amount 2022 $ - 2023 1 2024 1 2025 1 2026 1 Thereafter 53 Total $ 57 Department of Employment and Economic Development (“DEED”) loan On March 10, 2015, the Company received an interest free loan with a loan maturity date of March 10, 2022 from the Minnesota DEED under the State Small Business Credit Initiative Act of 2010. The funds were received under the Angel Loan Fund Program which are provided to early-stage small businesses for financial support through direct loans. As of December 31, 2021 and 2020, the outstanding balance on this loan was $ 0 and $ 83 thousand, respectively, recorded within long-term notes payable in the consolidated balance sheets. If a change in control of the Company’s common stock were to occur the earlier of one year from the loan’s prepayment or the end of the seven-year loan term, the Company would be required to repay the outstanding principal balance with a 30% premium. Upon consummation of the merger with CGI on March 30, 2021, the Company triggered the 30% repayment premium and this loan was repaid. 2020 Convertible Notes Effective February 8, 2021, the Company’s shareholders and 2020 Convertible Note holders approved amendments to the 2020 Convertible Notes to allow for the issuance of up to $ 10.0 million in 2020 Convertible Notes for cash (plus up to approximately $ 3.9 million of 2020 Convertible Notes in exchange for the cancellation of Series B Preferred stock) as well as modifications to the financing’s terms for any 2020 Convertible Noteholder that invested at least $ 3.0 million of cash since May 4, 2020 in the offering (a “Major Investor”). As of March 12, 2021, the Company completed the $ 10.0 million 2020 Convertible Note offering. The Company raised approximately $ 5.0 million from the sale of 2020 Convertible Notes from January 1, 2021 through March 12, 2021. For any Major Investor, the modified terms provide for a fixed conversion discount on the 2020 Convertible Notes of 20% and a common stock warrant equal to 20% of the amount invested in all 2020 Convertible Notes by such Major Investor divided by the weighted average share price of the Common Stock over the five trading days prior to the closing of the Merger. One 2020 Convertible Note holder that had previously invested $ 1.25 million in the offering invested an additional $ 3.0 million on February 23, 2021 and upon the Merger received a warrant to purchase 143,890 shares of the Company’s common stock at an exercise price of $ 5.9059 per share (the “Major Investor Warrant”). At the time of the Merger, the outstanding principal of the 2020 Convertible Notes of approximately $ 12.7 million plus accrued interest of $ 468 thousand were exchanged for 3,338,944 shares of the Company’s common stock. In connection with this exchange, the Company recorded a debt extinguishment loss of $ 2.5 million in the first quarter of 2021. The weighted average interest rate on the 2020 notes during the year-ended December 31, 2021 was 18.22 %. Paycheck Protection Program Loan In April 2020, the Company applied for and received a $ 730 thousand loan under the Paycheck Protection Program (“PPP”) as part of the Coronavirus Aid, Relief, and Economic Security Act’s (“CARES Act”). Under the PPP, the Company was able to receive funds for two and a half months of payroll, rent, utilities, and interest cost. The Company determined that the entire PPP loan would be forgiven resulting in no repayment, including the $ 10 thousand EIDL grant. The $ 730 thousand of PPP loan forgiveness was recorded as a reduction of operating costs during the second and fourth quarters of 2020. Therefore, the PPP loan is not reflected as a liability as of December 31, 2020. In April 2021, the SBA fully forgave the Company’s PPP loan. Economic Injury Disaster Loan In 2020 the Company received a $ 57 thousand Economic Injury Disaster Loan (“EIDL”) loan and a $ 10 thousand grant from the Small Business Administration in connection with the COVID-19 impact on the Company’s business. This loan bears interest at 3.75% and is repayable in monthly installments starting in June 2022 with a final balance due on June 21, 2050. As noted above, the grant was forgiven as has been recorded as other income. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10. Stockholders’ Equity Common Stock Holders of common stock are entitled to one vote per share, to receive dividends if and when declared, and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company. Preferred Stock Series A and B Preferred Stock As of December 31, 2020, the Company had 4,611,587 shares of Series A Preferred Stock (the “Series A Preferred”) 3,489,470 shares of Series B Preferred Stock (the “Series B Preferred”) issued and outstanding (collectively, the “Preferred Stock”). The Company had classified the Preferred Stock as temporary equity in the consolidated balance sheets as the Preferred Shareholders controlled a Deemed Liquidation Event, as defined below, under the terms of the Series A and Series B Preferred Stock as described below. Effective with the Merger, all the Series A Preferred and the Series B Preferred shares were exchanged for 5,973,509 and 4,524,171 shares of Vyant Bio common stock, respectively, and t he related carrying value was reclassified to common stock and additional paid-in capital. During the first quarter of 2020, the Company sold 235,877 shares of Series B Preferred stock for net proceeds of $ 1.25 million. Series C Preferred Stock Effective March 15, 2021, StemoniX shareholders approved the Merger with Cancer Genetics and the authorization of $ 2.0 million of Series C Preferred Stock (“Series C Preferred”). Effective with the Merger on March 30, 2021, the Series C Preferred shares were exchanged for 699,395 shares of Vyant Bio common stock and t he related carrying value was reclassified to common stock and additional paid-in capital. Effective with the Merger, all Series A, B and C Preferred shares were converted to StemoniX common stock which were exchanged for Vyant Bio common stock. As of December 31, 2021, the Company is authorized to issue 9.8 million shares of Preferred stock of which none were outstanding. Warrants Common Stock Warrant The Company issued the Investor Warrant on February 23, 2021. Effective with the Merger, the Investor Warrant was exchanged for a warrant to purchase 143,890 shares of the Company’s common stock at an exercise price of $ 5.9059 per share. Prior to this exchange, the Investor Warrant was classified as a liability and the Company recognized a $ 214 thousand gain in the first quarter of 2021 related to fair value adjustments. The fair value of the Investor Warrant was $ 421 thousand at the time of the Merger and reclassified to additional paid in capital. In connection with the Merger, the Company assume d 2,157,686 common stock warrants issued in prior financings. A summary of the outstanding common stock warrants as of December 31, 2021 is as follows: Summary of Common Stock Warrants Outstanding Issuance Related to: Exercise Price Outstanding Warrants Expiration 2020 Convertible Note $ 5.91 143,890 Feb 23, 2026 2021 offerings $ 3.50 1,624,140 Feb 10, 2026 - Aug 3, 2026 Advisory fees $ 2.42 7.59 492,894 Jan 9, 2024 - Oct 28, 2025 Debt $ 27.60 14,775 Mar 22, 2024 Offering $ 67.50 3,917 Mar 14, 2022 Debt $ 450.00 9,185 Oct 17, 2022 - Dec 7, 2022 Debt $ 300.00 8,112 Oct 17, 2022 Total 2,296,913 Preferred Stock Warrants In connection with the issuance of the Series A Convertible Preferred and Series B Convertible Preferred, the Company issued warrants (the “Series A Warrants” and “Series B Warrants”, respectively, and collectively, the “Preferred Warrants”) as compensation to non-employee placement agents. The Series A Warrants and Series B Warrants were issued on April 28, 2017 and May 18, 2019, respectively. The Company determined the Preferred Warrants should be classified as equity as they were issued as vested share-based payment compensation to nonemployees. The Preferred Warrants were recorded in stockholders’ equity at fair value upon issuance with no subsequent remeasurement. In accordance with the Preferred Warrants’ terms, upon the consummation of the Merger, the Preferred Warrants were converted and settled for a total of 43,107 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11. Fair Value Measurements During the first quarter of 2021, the Company elected to account for the $ 3.0 The fair value of the Company’s 2020 Convertible Note issued to the Major Investor is measured as the sum of the instrument’s parts, being the underlying debt instrument and the conversion feature. The conversion feature was valued using the probability weighted conversion price discount. The instrument provided the holder the right to convert the instrument into shares of Series B Preferred Stock at a 20% discount. Given the timing of the issuance of the instrument near the Merger date, management determined that there was a 99.5% probability of the holders converting the instrument to Company shares at a 20% discount. The Company valued the warrants issued with the 2020 Convertible Notes using a Black-Scholes-Merton model using the value of the underlying stock and exercise price of $ 2.01 0.59 86 5 The Company’s 2020 Convertible Notes contain a share settled redemption feature (“Embedded Derivative”) that requires conversion at the lesser of specified discounts from qualified financing price per share or the fair value of the common stock at the time of conversion. The discount changes based on the passage of time between issuance of the convertible note and the conversion event. This feature is considered a derivative that requires bifurcation because it provides a specified premium to the holder of the note upon conversion. The Company measures the share-settlement obligation derivative at fair value based on significant inputs that are not observable in the market. This results in the liability classified as a Level 3 measurement within the fair value hierarchy. Upon the Merger, all the above Level 3 instruments were exchanged for Vyant Bio equity classified instruments at which time they were no longer classified as Level 3 instruments. Prior to their exchange, all these instruments were marked to their fair market values with corresponding changes recorded in the statement of operations in the first quarter of 2021. In the fourth quarter of 2021, the Company classified the vivo vivo . The following tables present changes in fair value of level 3 valued instruments as of and for the years ended December 31, 2021 and 2020: Schedule of Changes in Fair Value of Level 3 Valued Instruments 2020 Convertible Note Warrant Embedded Derivative vivo Balance – January 1, 2021 $ - $ - $ 1,690 $ - Additions 3,746 635 325 11,000 Measurement adjustments 4 (214 ) 250 - Settlement (3,750 ) (421 ) (2,265 ) - Balance – December 31, 2021 $ - $ - $ - $ 11,000 The following tables present changes in fair value of level 3 valued instruments for the year ended December 31, 2020: Embedded Derivative Balance – January 1, 2020 $ - Additions 1,187 Measurement adjustments 503 Balance – December 30, 2020 $ 1,690 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 12. Loss Per Share Basic loss per share is computed by dividing the net loss after tax attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is computed by including potentially dilutive securities outstanding during the period in the calculation of weighted average shares outstanding. The Company did not have any dilutive securities during the periods presented; therefore, diluted loss per share is equal to basic loss per share. Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted loss per share calculations for the years ended December 31, 2021 and 2020: Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share 2021 2020 December 31, 2021 2020 Net loss from continuing operations $ (18,575 ) $ (8,650 ) Net loss from discontinuing operations (22,284 ) - Net loss $ (40,859 ) $ (8,650 ) Basic and diluted weighted average shares outstanding 22,614,449 2,485,968 Basic and diluted net loss per share: Continuing operations $ (0.82 ) $ (3.48 ) Discontinuing operations (0.99 ) - Net loss $ (1.81 ) $ (3.48 ) The following securities were not included in the computation of diluted shares outstanding for the years ended December 31, 2021 and 2020 because the effect would be anti-dilutive: Schedule of Computation of Diluted Shares Outstanding 2021 2020 December 31, 2021 2020 Series A Preferred Stock - 4,611,587 Series B Preferred Stock - 3,489,470 Series A Warrants - 48,714 Series B Warrants - 9,943 Common Stock Warrants 2,296,913 - Common Stock Options 2,320,097 756,000 2020 Convertible Notes - 1,678,796 Total 4,617,010 10,594,510 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 13. Stock-Based Compensation The Company has three legacy equity incentive plans: the Cancer Genetics, Inc. 2008 Stock Option Plan (the “2008 Plan”) and the Cancer Genetics Inc. 2011 Equity Incentive Plan (the “2011 Plan”), and the StemoniX Inc. 2015 Stock Option Plan (the “2015 Plan”, and together with the 2008 Plan, and the 2011 Plan, the “Frozen Stock Option Plans”). The Frozen Stock Option Plans as well as the 2021 Plan (as defined below) are meant to provide additional incentive to officers, employees and consultants to remain in the Company’s employment. Options granted are generally exercisable for up to 10 years. Effective with the Merger, the Company is no longer able to issue options from the Frozen Stock Option Plans. The number of common stock options issued under the 2015 plan were adjusted for the Merger exchange ratio resulting in an incremental 191,880 options outstanding. Effective with the Merger, the Vyant Bio 2021 Equity Incentive Plan (the “2021 Plan”) came into effect, pursuant to which the Company’s Board of Directors may grant up to 4,500,000 1,151,500 78,090 8,676 25 one year from the grant date and thereafter equally over the next 36 months As StemoniX was the acquirer for accounting purposes, the pre-Merger vested stock options granted by CGI under the 2008 and 2011 Plans are deemed to have been exchanged for equity awards of the Company. The exchange of StemoniX stock options for options to purchase Company common stock was accounted for as a modification of the StemoniX stock options; however, the modification did not result in any incremental compensation expense as the modification did not increase the fair value of the stock options. For StemoniX stock options issued prior to the Merger, the expected volatility was estimated based on the average historical volatility of similar entities with publicly traded shares as StemoniX’s shares historically were not publicly traded and its shares rarely traded privately. For common stock options granted at the time of the Merger, the Company used Vyant Bio’s historical volatility to determine the expected volatility of post-Merger option grants. Subsequently, the Company used a comparable public company group to estimate the anticipated volatility of the Company’s stock. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The Company uses a simplified method to determine the expected term for the valuation of employee options. This method effectively assumes that exercise occurs over the period from vesting until expiration, and therefore, the expected term is the midpoint between the service period and the contractual term of the award. The simplified method is applicable to options with service conditions. For options granted to nonemployees, the contractual term is used for the valuation of the options. As of December 31, 2021, there were 3,075,734 Schedule of Assumptions for Stock Option Grants 2021 2020 Valuation assumptions Expected dividend yield 0.0 % 0.0 % Expected volatility 69.5 123.0 % 85.0 % – 88.3 % Expected term (years) – simplified method 5.5 6.1 5.2 10.0 Risk-free interest rate 0.95 1.39 % 0.24 .60 % Stock option activity during years ended December 31, 2021 and 2020 is as follows: Schedule of Share Option Activity Number of Options Weighted average exercise price Weighted average remaining contractual term Balance as of January 1, 2020 509,173 $ 1.30 7.4 Granted 592,726 2.01 Number of Options, StemoniX options exchanged for Vyant Bio options Weighted average exercise price, StemoniX options exchanged for Vyant Bio options Number of Options, Vyant Bio options issued to StemoniX option holders Weighted average exercise price, Vyant Bio options issued to StemoniX option holders Number of Options, assumed in Merger Weighted average exercise price, Options assumed in Merger Exercised (75,909 ) 1.64 Forfeited (90,774 ) 1.76 Expired (179,483 ) 1.02 Balance as of December 31, 2020 755,733 $ 1.82 8.7 Exercisable as of December 31, 2020 339,987 $ 1.61 6.9 Balance as of January 1, 2021 755,733 $ 1.82 8.7 Granted 1,539,939 4.21 StemoniX options exchanged for Vyant Bio options (681,380 ) 1.84 Vyant Bio options issued to StemoniX option holders 873,260 1.44 Options assumed in Merger 55,840 45.95 Exercised (37,097 ) 1.21 Forfeited (172,311 ) 3.69 Expired (13,887 ) 1.92 Balance as of December 31, 2021 2,320,097 $ 4.19 8.6 Exercisable as of December 31, 2021 635,597 $ 5.58 7.1 The weighted average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 were $ 3.51 1.42 The Company recognized stock-based compensation in continuing operations related to different instruments for the years ended December 31, as follows: Schedule of Share Based Compensation Activity December 31, 2021 2020 Stock options $ 973 $ 216 Shares issued for services 30 156 Total $ 1,003 $ 372 As of December 31, 2021, there was $ 4.0 3.3 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 14. Segment Information The Company reports segment information based on how the Company’s chief operating decision maker (“CODM”) regularly reviews operating results, allocates resources and makes decisions regarding business operations. For segment reporting purposes, the Company’s business structure is comprised of one operating and reportable segment. During years ended December 31, 2021 and 2020, three customers and two customers accounted for approximately 47 39 During both years ended December 31, 2021 and 2020, approximately 21 Customers representing 10% or more of the Company’s total revenue from continuing operations for years ended December 31, 2021 and 2020, are presented in the table below: Schedule of Customers Representing Total Revenues December 31, 2021 2020 Customer A 19 % 1 % Customer B 18 % 13 % Customer C 11 % 2 % Customer D 9 % 26 % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions In January 2020, a Company officer advanced $ 25 26 12,693 During 2020, a Company officer who was also a Board member, loaned the Company $ 55 On July 10, 2020, the loan matured and it was rolled over into a new $55 thousand loan. On August 12, 2020, principal and accrued interest owed to the executive were converted into the 2020 Convertible Notes at the same terms of other third-party investors During 2020, related parties including former StemoniX Board members, officers of the Company or their immediate family purchased $ 44 thousand, or 8,003 shares of Series B Preferred Stock and converted 200,611 1.1 million of the 2020 Convertible Notes. In all instances the terms of these transactions were the same as third-party investors. In 2020, the Company raised approximately $ 1.5 3.9 143,890 5.9059 During the fourth quarter of 2021, the Company paid a third-party collaboration partner $ 89 thousand as a reimbursement of third-party costs incurred by the collaborator in connection with the collaboration arrangement. In September 2021, an executive’s family member became an employee of this collaborator. Separately, in the fourth quarter of 2021, the Company entered into a $ 60 thousand consulting agreement with this third-party collaborator. The arrangements with this third-party collaborator had arms-length terms. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 16. Contingencies We are not currently subject to any material legal proceedings. However, we may from time to time become a party to various legal proceedings arising in the ordinary course of our business. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through March 30, 2022, the date at which the financial statements were available to be issued as follows: Continuing Operations In January 2022, the Company signed a new lease for its research and development facility in La Jolla, California. The new five-year lease commencing 22 In February 2022, two employees, including the Company’s former Chief Innovation Officer, terminated their employment with the Company. The Company will record a charge of $ 386 On March 4, 2022, the Compensation Committee of the Board of Directors approved the granting on March 15, 2022 of (a) 271,719 upon the filing of a new drug application with the U.S. Food and Drug Agency for Rett Syndrome and CDKL5; (b) 88,581 common stock options to non-executive employees pursuant to the 2021 Company bonus plan which vest 50% upon grant and 50% one year after the grant date; and (c) 335,000 common stock options to the Company’s executives which vest 25% upon grant with the remaining 75% vesting equally upon the filing of a new drug application with the U.S. Food and Drug Agency for Rett Syndrome and CDKL5. option grants have an exercise price of $ 1 .00 per share. The Compensation Committee also modified the vesting criteria for 231,230 common stock options granted to current employees who were also former StemoniX employees to change the vesting criteria from milestone to time-based from the option’s initial grant date. The options were originally granted in May and July 2020 and will continue to vest 1/48 per month over a four-year period from their original grant date. On March 28, 2022, the Company entered into a purchase agreement, or Purchase Agreement, with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which, subject to the terms and conditions, provides that the Company has the right to sell to Lincoln Park and Lincoln Park is obligated to purchase up to $ 15.0 405,953 The Company cannot sell any shares to Lincoln Park until the date that a registration statement covering the resale of shares of common stock that have been, and may in the future be, issued to Lincoln Park under the Purchase Agreement is declared effective by the SEC and a final prospectus in connection therewith is filed and all of the other conditions set forth in the Purchase Agreement are satisfied (such date, the “Commencement Date”). Under the Purchase Agreement, the Company may from time to time for 30 months following the Commencement Date, at its discretion, direct Lincoln Park to purchase on any single business day, or a Regular Purchase, up to (i) 50,000 common shares, (ii) 75,000 common shares if the closing sale price of its common shares is not below $1.50 per share on Nasdaq or (iii) 100,000 common shares if the closing sale price of its common shares is not below $2.50 per share on Nasdaq. In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases on the terms and subject to the conditions set forth in the Purchase Agreement. In any case, Lincoln Park’s commitment in any single Regular Purchase may not exceed $1.0 million absent a mutual agreement to increase such amount. Discontinuing Operations In January 2022, the vivo 16 thousand which increase 2.5 % per annum. The second lease is an eight-year lease to expand the vivo 19 thousand for three years and $ 29 thousand for the remaining three years of the lease. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation : The Company prepares its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). |
Segment reporting | Segment reporting : Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. All of the Company’s assets from continuing operations are maintained in the U.S. The Company views and manages its continuing operations as one segment. Per Note 2, the Merger on March 30, 2021, combined the StemoniX business with Vyant Bio and its vivo vivo vivo vivo vivo |
Principles of consolidation | Principles of consolidation |
Reclassification | Reclassification 92 |
Foreign currency | Foreign currency : The Company translates the financial statements of its foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated comprehensive loss as a component of stockholders’ equity. For the year ended December 31, 2021 there were foreign currency translation losses of $ 74 thousand, all related to the vivo no foreign currency translation or transaction gains or losses for the year ended December 31, 2020 as the Merger, which includes significant foreign operations, occurred on March 30, 2021. |
Use of estimates | Use of estimates : The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include estimated transaction price, including variable consideration, of the Company’s revenue contracts; the value of intangible assets arising from the Merger, the fair value of the net assets of the vivo |
Risks and uncertainties | Risks and uncertainties |
Cash and cash equivalents | Cash and cash equivalents : The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents as of December 31, 2020 was $ 738 thousand of restricted cash related to the Company’s PPP loan. The Company was required to escrow the PPP loan proceeds plus accrued interest as the Company’s PPP loan forgiveness application had not been processed by the U.S. Small Business Administration at the time of the Merger. This amount was returned to the Company in April 2021 when the PPP loan was fully forgiven. The cash and cash equivalents balance as of December 31, 2021 includes $ 12 million invested in a U.S. government money market fund. |
Revenue recognition | Revenue recognition The Company’s primary sources of revenue are product sales from the sale of microOrgan® plates and the performance of preclinical drug testing services using the microOrgan technology. The Company does not act as an agent in any of its revenue arrangements. For product contracts, revenue is recognized at a point-in-time upon delivery to the customer. Product contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 90 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contacts typically do not contain variable consideration as the contracts include stated prices. The Company provides assurance-type warranties on all of its products, which are not separate performance obligations. For service contracts, revenue is recognized over time and is generally defined pursuant to an enforceable right to payment for performance completed on service projects for which the Company has no alternative use as customer furnished compounds are added to Company plates for testing. The Company does not obtain control of the customer furnished compounds as the Company does not have the ability to direct their use. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract (cost-to-cost method). Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials and overhead. Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract assets primarily represent revenue earnings over time that are not yet billable based on the terms of the contracts. Contract liabilities (i.e., deferred revenue) consist of fees invoiced or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. The Company records all amounts collected for shipping as revenue. Amounts collected from customers for sales tax are recorded in sales net of amounts paid to related taxing authorities. The Company may include subcontractor or third-party vendors in certain integrated services arrangements. In these arrangements, revenue from sales of third-party vendor services is generally recorded gross as revenue and cost of goods sold – service, as the Company is the principal for the transaction. When the Company is acting as an agent between a customer and the vendor services, the Company does not record revenue and vendor costs are recorded net within cost of goods sold - service. To determine whether the Company is an agent or principal, the Company considers whether it obtains control of services before they are transferred to the customer. In making this evaluation, several factors are considered, most notably whether the Company has primary responsibility for fulfillment to the client, as well as fiscal risk and pricing discretion. Contract assets from continuing operations were $ 70 thousand and $ 32 thousand as of December 31, 2021 and 2020, respectively. Contract liabilities from continuing operations related to unfulfilled performance obligations were $ 74 thousand and $ 92 thousand as of December 31, 2021 and 2020, respectively, and are recorded in deferred revenue. Contract assets and liabilities classified within discontinuing operations aggregated $ 75 1.9 Remaining performance obligations as of December 31, 2021 are expected to be recognized as revenue in the next twelve months. |
Trade accounts receivable | Trade accounts receivable No |
Other receivables | Other receivables : For the years ended December 31, 2021 and 2020, the Company elected to use federal research and development (R&D) tax credit carryforwards to offset federal payroll taxes paid. The Company recorded R&D tax credit receivables of $ 100 thousand and $ 133 thousand as of December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, the Company recognized $ 205 thousand and $ 190 thousand , respectively, of R&D tax credits as a reduction in payroll tax expenses. |
Concentration of credit risk | Concentration of credit risk : Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company places cash and cash equivalents in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. As of December 31, 2021 and 2020, four and three customers, respectively, represented 10% or more of the Company’s total trade accounts receivable, and in the aggregate, these customers represented 78 %, or $ 262 thousand, and 73 %, or $ 131 thousand, respectively, of the Company’s total trade accounts receivable. |
Inventory | Inventory : Inventory is stated at the lower of cost or net realizable value, with cost being determined on a first-in first-out basis. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventory. Costs associated with the underutilization of capacity are expensed to Cost of goods sold - product as incurred. Inventory is adjusted for excess and obsolete amounts. Evaluation of excess inventory includes items such as inventory levels, anticipated usage, and customer demand, among others. |
Prepaid expenses and other assets | Prepaid expenses and other assets : In connection with the Merger on March 30, 2021 a number of Director and Officer insurance contracts were in place, including tail policies accounted for as acquired assets in connection with the Merger. Aggregate premiums of $ 2.7 million are being expensed over the term of each respective policy. As of December 31, 2021 , 1.0 million has been classified in the consolidated balance sheet as non-current prepaid assets related to amounts that will be expensed more than one year after December 31, 2021. |
Deferred revenue | Deferred revenue : Payments received in advance of services rendered are recorded as deferred revenue and are subsequently recognized as revenue in the period in which the services are performed. |
Fixed assets | Fixed assets : The Company’s purchased fixed assets are stated at cost. Fixed assets under finance leases are stated at the present value of minimum lease payments. The estimated useful life of equipment is five years. Long-lived assets, such as fixed assets subject to depreciation, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. As of December 31, 2021 and 2020 the Company determined that there were no indicators of impairment and did not recognize any fixed asset impairment use in continuing operations. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and appraisals, as considered necessary. |
Goodwill | Goodwill : Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. The Company did not record Goodwill prior to the March 30, 2021 Merger. As a result of the Merger, the Company recorded $ 22.4 vivo vivo 20.2 million goodwill impairment charge. |
Convertible notes | Convertible notes : The Company accounts for convertible notes using an amortized cost model. Debt issuance costs and the initial fair value of bifurcated compound derivatives reduce the initial carrying amount of the convertible notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that related debt. |
Fair value option | Fair value option : The Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings. The Company elected to account for the convertible note issued to the Major Investor in February 2021 under the fair value option. See Note 11 to the consolidated financial statements. |
Warrants | Warrants The Company issued a warrant during first quarter of 2021 that contained an indexation feature not indexed to the Company’s stock resulting in this warrant being accounted for as a derivative. Derivative warrants are recorded as liabilities in the accompanying consolidated balance sheets. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes valuation pricing model with the assumptions as follows: the risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. The Company uses the historical volatility of its common stock and the closing price of its shares on the NASDAQ Capital Market. As further described in Note 10 to the consolidated financial statements, as a result of the Merger, the terms of this warrant were finalized through the conversion to a Vyant Bio warrant resulting in the Vyant Bio warrant being equity classified. |
Derivative instruments | Derivative instruments : The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statements of operations. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the consolidated balance sheet date. |
Income taxes | Income taxes : Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses. The Company elects to present deferred taxes and the effect of unrecognized tax benefits associated with the held for sale assets and liabilities as part of the assets (or liabilities) held for sale. The deferred taxes primarily relate to net operating loss carryforwards in US and foreign jurisdictions that are classified as held for sale. Due to a valuation allowance recorded against the deferred tax assets, the net impact of deferred tax assets included in the held for sale assets and liabilities is $ 0 |
Leases | Leases : The Company leases office space, laboratory facilities, and equipment. The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right of use (“ROU”) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component. Therefore, the lease payments used to measure the lease liability includes all of the fixed consideration in the contract. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The Company discounts its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses the interest rate it pays on its non-collateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. The lease term for all the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. |
Intangible assets | Intangible assets : Intangible assets consist of vivo ten years . These assets are included in long-term assets of discontinuing operations as of December 31, 2021. Amortization expense in discontinuing operations for these intangible assets aggregated $ 713 thousand for the year ended December 31, 2021. As a described in Note 3, the Company changed the classification of the vivo |
Research and development | Research and development : Research and development costs are expensed as incurred. Research and development costs primarily consist of personnel costs, including salaries and benefits, lab materials and supplies, and overhead allocation consisting of various support and facility related costs. Research and development costs were $ 4.3 million and $ 3.2 million for the years ended December 31, 2021 and 2020, respectively. |
Advertising costs | Advertising costs : Advertising costs are expensed as incurred. Advertising costs were $ 34 thousand and $ 52 thousand for the years ended December 31, 2021 and 2020, respectively. |
Stock-based compensation | Stock-based compensation |
Commitments and contingencies | Commitments and contingencies : Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Fair value measurements | Fair value measurements ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Valuation of business combination | Valuation of business combination : The Company allocates the consideration of a business acquisition to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets which either arise from a contractual or legal right or are separable from Goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates to Goodwill any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Transaction costs associated with a business combination are expensed as incurred and recorded as merger related costs. |
Subsequent events | Subsequent events : The Company has evaluated potential subsequent events through the date the financial statements were issued within our Annual Report on Form 10-K. Net loss per share |
Recent accounting pronouncements | Recent accounting pronouncements : In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Cancer Genetics, Inc. Merger (T
Cancer Genetics, Inc. Merger (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Allocation of the Purchase Price Consideration | The following details the allocation of the preliminary purchase price consideration recorded on March 30, 2021, the acquisition date, with adjustments recorded in the remainder of 2021, and purchase price allocation. Schedule of Preliminary Allocation of the Purchase Price Consideration Preliminary Adjustments Final Assets acquired: Cash and equivalents $ 30,163 $ - $ 30,163 Accounts receivable 705 - 705 Other current assets 806 227 1,033 Intangible assets 9,500 - 9,500 Fixed assets 416 (256 ) 160 Goodwill 22,164 216 22,380 Long-term prepaid expenses and other assets 1,381 - 1,381 Total assets acquired $ 65,135 $ 187 $ 65,322 Liabilities assumed: Accounts payable and accrued expenses $ 2,670 $ 437 $ 3,107 Current liabilities of discontinuing operations 588 (141 ) 447 Obligations under operating leases 198 - 198 Obligations under finance leases 106 - 106 Deferred revenue 1,293 (114 ) 1,179 Payroll and income taxes payable 360 5 365 Total liabilities assumed $ 5,215 $ 187 $ 5,402 Net assets acquired: $ 59,920 $ - $ 59,920 |
Schedule of Proforma Financial Information | The following presents the unaudited pro forma combined financial information as if the Merger had occurred as of January 1, 2020: Schedule of Proforma Financial Information Years ended December 31, 2021 2020 Total revenue $ 6,726 $ 6,618 Net loss (35,623 ) (13,138 ) Pro forma loss per common share, basic and diluted (1.23 ) (0.45 ) Pro forma weighted average number of common shares basic and diluted 28,977,491 28,875,162 |
Discontinuing Operations (Table
Discontinuing Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinuing Operations from Income Statement | Results of discontinuing operations were as follows: Schedule of Disposal Groups Including Discontinuing Operations from Income Statement Revenue $ 3,978 Cost of goods sold 2,524 General and administrative 3,531 Impairment of goodwill 20,216 Total operating costs and expenses $ 26,271 Loss from discontinuing operations $ (22,293 ) Total other income $ 9 Loss from discontinuing operations before income taxes $ (22,284 ) Income tax benefit - Net loss from discontinuing operations $ (22,284 ) |
Schedule of Disposal Groups Including Discontinuing Operations from Balance Sheet | Asset and liabilities of discontinuing operations were as follows: Schedule of Disposal Groups Including Discontinuing Operations from Balance Sheet Accounts receivable $ 457 Other current assets 345 Assets of discontinuing operations - current $ 802 Fixed assets, net of accumulated depreciation $ 163 Operating lease right-of-use assets 30 Patents and other intangible assets, net 8,787 Goodwill 2,164 Other assets 364 Assets of discontinuing operations - non-current $ 11,508 Accounts payable $ 358 Accrued expense 418 Obligation under operating lease, current 29 Obligation under finance lease, current 32 Deferred revenue 1,911 Taxes payable 365 Other current liabilities 409 Liabilities of discontinued operations - current $ 3,522 Obligations under operating leases, less current $ 2 Obligations under finance leases, less current 47 Liabilities of discontinued operations -non- current $ 49 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of December 31, 2021: Schedule of Intangible Assets 2021 Intangible Assets: Customer relationships $ 8,000 Trade name 1,500 Intangible assets gross 9,500 Less accumulated amortization (713 ) Intangible assets, net $ 8,787 |
Schedule of Goodwill Rollforward | Goodwill arising from the Merger was solely attributed to the vivo Schedule of Goodwill Rollforward 2021 Beginning balance, January 1 $ - Initial balance upon consummation of the Merger 22,164 Purchase price adjustments 216 Impairment charge (20,216 ) Ending balance, December 31 $ 2,164 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The Company’s inventory consists of the following: Schedule of Inventory December 31, 2021 December 31, 2020 Finished goods $ 23 $ 40 Work in process 138 121 Raw materials 314 254 Total inventory $ 475 $ 415 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Presented in the table below are the major classes of fixed assets by category: Schedule of Fixed Assets December 31, 2021 December 31, 2020 Equipment $ 2,733 $ 2,212 Furniture and fixtures 6 - Leasehold improvements 251 240 Fixed assets, gross 2,990 2,452 Less accumulated depreciation (1,970 ) (1,421 ) Fixed assets, net $ 1,020 $ 1,031 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Components of Lease Expense and Supplemental Information | The components of operating and finance lease expense in continuing operations for the year ended December 31, are as follows: Components of Lease Expense and Supplemental Information 2021 2020 Operating lease cost $ 504 $ 466 Finance lease cost: Depreciation of ROU assets $ 35 $ 72 Interest on lease liabilities 8 4 Total finance lease cost: $ 43 $ 76 Variable lease costs $ - $ - Short-term lease costs - - Total lease continuing operations expense $ 547 $ 542 Supplemental cash flow related to operating and finance leases of the Company’s continuing operations is as follows for the years ended December 31, 2021 and 2020 (in thousands): 2021 2020 Cash paid amounts included in the measurement of lease liabilities from continuing operations: Operating cash flows used for operating leases $ 509 $ 594 Financing cash flows used for finance leases $ (37 ) $ (80 ) Financing cash flows provided by finance leases $ 492 $ - Other supplemental information related to operating and finance leases of the Company’s continuing operations is as follows as of December 31, 2021 and 2020: 2021 2020 Weighted average remaining lease term (in years): Operating leases 5.42 5.91 Finance leases 2.75 - Weighted average discount rate: Operating leases 9.88 % 10.0 % Finance leases 6.54 % - |
Schedule of Amounts Reported in the Consolidated Balance Sheet | Amounts reported in the consolidated balance sheet from continuing operations as of December 31, 2021 and 2020 are as follows: Schedule of Amounts Reported in the Consolidated Balance Sheet 2021 2020 Operating leases: Operating lease ROU assets, net $ 673 $ 1,095 Operating lease current liabilities $ 174 $ 486 Operating lease long-term liabilities 516 627 Total operating lease liabilities $ 690 $ 1,113 Finance leases: Equipment $ 477 $ 289 Accumulated depreciation (63 ) (289 ) Finance leases, net $ 414 $ - Current installment obligations under finance leases $ 157 $ - Long-term portion of obligations under finance leases 293 - Total finance lease liabilities $ 450 $ - |
Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases | Annual payments of lease liabilities under noncancelable leases as of December 31, 2021 are as follows: Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases Operating leases Finance leases 2022 $ 228 $ 181 2023 157 181 2024 136 136 2025 131 - 2026 134 - Thereafter 84 - Total undiscounted lease payments 870 498 Less: imputed interest (180 ) 48 Total lease liabilities $ 690 $ 450 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule Components of Loss Before Income Tax From Continuing Operations | The components of loss before income taxes from continuing operations consist of the following. Schedule Components of Loss Before Income Tax From Continuing Operations 2021 2020 United States $ (18,575 ) $ (8,650 ) Foreign - - Total loss before income taxes (18,575 ) (8,650 ) |
Schedule of Components of Income Tax Expense Benefit | The Company did not record any current, deferred, or net income tax expense (benefit) in 2021 or 2020. 21% Schedule of Components of Income Tax Expense Benefit 2021 2020 Computed “expected” tax expense $ (3,901 ) $ (1,816 ) Deferred rate change 84 76 State taxes, net of federal tax effect (752 ) (419 ) Non-deductible transaction costs 222 290 Non-deductible interest 664 218 CARES Act PPP loan - (153 ) R&D tax credit (238 ) - Other, net (51 ) 78 Change in valuation allowance 3,972 1,726 Income tax expense (benefit) $ - $ - |
Components of Approximate Deferred Tax | The tax effects of temporary differences from continuing operations that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below as of December 31: Components of Approximate Deferred Tax 2021 2020 Deferred tax assets Accrued liabilities $ 47 $ - Capitalized R&D costs 1,931 1,367 Intangibles 127 - Stock compensation 160 82 Lease liability 170 291 Loss carryforward 18,144 7,672 Tax credit carryforward 1,406 882 Other temporary differences 4 - Total gross deferred tax assets 21,989 10,294 Valuation allowance (21,807 ) (9,955 ) Total deferred tax assets $ 182 $ 339 Deferred tax liabilities Fixed assets $ (17 ) $ (53 ) Lease assets (165 ) (286 ) Total gross deferred tax liabilities $ (182 ) $ (339 ) Net deferred tax asset $ - $ - |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: Schedule of Long-term Debt December 31, December 31, Department of Employment and Economic Development loan $ - $ 83 Economic Injury Disaster Loan 57 57 8% 7,651 July 2022 - 7,651 Total long-term debt before debt issuance costs and debt discount 57 7,791 Less: current portion of long-term debt - - Less: debt discount (net of accretion of $ 0 235 - (952 ) Total long-term debt $ 57 $ 6,839 |
Schedule of Future Annual Principal Repayments Due on Long-term Debt | Future annual principal repayments due on the long-term debt as of December 31, 2021 are as follows: Schedule of Future Annual Principal Repayments Due on Long-term Debt Amount 2022 $ - 2023 1 2024 1 2025 1 2026 1 Thereafter 53 Total $ 57 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Common Stock Warrants Outstanding | Summary of Common Stock Warrants Outstanding Issuance Related to: Exercise Price Outstanding Warrants Expiration 2020 Convertible Note $ 5.91 143,890 Feb 23, 2026 2021 offerings $ 3.50 1,624,140 Feb 10, 2026 - Aug 3, 2026 Advisory fees $ 2.42 7.59 492,894 Jan 9, 2024 - Oct 28, 2025 Debt $ 27.60 14,775 Mar 22, 2024 Offering $ 67.50 3,917 Mar 14, 2022 Debt $ 450.00 9,185 Oct 17, 2022 - Dec 7, 2022 Debt $ 300.00 8,112 Oct 17, 2022 Total 2,296,913 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Level 3 Valued Instruments | The following tables present changes in fair value of level 3 valued instruments as of and for the years ended December 31, 2021 and 2020: Schedule of Changes in Fair Value of Level 3 Valued Instruments 2020 Convertible Note Warrant Embedded Derivative vivo Balance – January 1, 2021 $ - $ - $ 1,690 $ - Additions 3,746 635 325 11,000 Measurement adjustments 4 (214 ) 250 - Settlement (3,750 ) (421 ) (2,265 ) - Balance – December 31, 2021 $ - $ - $ - $ 11,000 The following tables present changes in fair value of level 3 valued instruments for the year ended December 31, 2020: Embedded Derivative Balance – January 1, 2020 $ - Additions 1,187 Measurement adjustments 503 Balance – December 30, 2020 $ 1,690 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted loss per share calculations for the years ended December 31, 2021 and 2020: Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share 2021 2020 December 31, 2021 2020 Net loss from continuing operations $ (18,575 ) $ (8,650 ) Net loss from discontinuing operations (22,284 ) - Net loss $ (40,859 ) $ (8,650 ) Basic and diluted weighted average shares outstanding 22,614,449 2,485,968 Basic and diluted net loss per share: Continuing operations $ (0.82 ) $ (3.48 ) Discontinuing operations (0.99 ) - Net loss $ (1.81 ) $ (3.48 ) |
Schedule of Computation of Diluted Shares Outstanding | The following securities were not included in the computation of diluted shares outstanding for the years ended December 31, 2021 and 2020 because the effect would be anti-dilutive: Schedule of Computation of Diluted Shares Outstanding 2021 2020 December 31, 2021 2020 Series A Preferred Stock - 4,611,587 Series B Preferred Stock - 3,489,470 Series A Warrants - 48,714 Series B Warrants - 9,943 Common Stock Warrants 2,296,913 - Common Stock Options 2,320,097 756,000 2020 Convertible Notes - 1,678,796 Total 4,617,010 10,594,510 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions for Stock Option Grants | Schedule of Assumptions for Stock Option Grants 2021 2020 Valuation assumptions Expected dividend yield 0.0 % 0.0 % Expected volatility 69.5 123.0 % 85.0 % – 88.3 % Expected term (years) – simplified method 5.5 6.1 5.2 10.0 Risk-free interest rate 0.95 1.39 % 0.24 .60 % |
Schedule of Share Option Activity | Stock option activity during years ended December 31, 2021 and 2020 is as follows: Schedule of Share Option Activity Number of Options Weighted average exercise price Weighted average remaining contractual term Balance as of January 1, 2020 509,173 $ 1.30 7.4 Granted 592,726 2.01 Number of Options, StemoniX options exchanged for Vyant Bio options Weighted average exercise price, StemoniX options exchanged for Vyant Bio options Number of Options, Vyant Bio options issued to StemoniX option holders Weighted average exercise price, Vyant Bio options issued to StemoniX option holders Number of Options, assumed in Merger Weighted average exercise price, Options assumed in Merger Exercised (75,909 ) 1.64 Forfeited (90,774 ) 1.76 Expired (179,483 ) 1.02 Balance as of December 31, 2020 755,733 $ 1.82 8.7 Exercisable as of December 31, 2020 339,987 $ 1.61 6.9 Balance as of January 1, 2021 755,733 $ 1.82 8.7 Granted 1,539,939 4.21 StemoniX options exchanged for Vyant Bio options (681,380 ) 1.84 Vyant Bio options issued to StemoniX option holders 873,260 1.44 Options assumed in Merger 55,840 45.95 Exercised (37,097 ) 1.21 Forfeited (172,311 ) 3.69 Expired (13,887 ) 1.92 Balance as of December 31, 2021 2,320,097 $ 4.19 8.6 Exercisable as of December 31, 2021 635,597 $ 5.58 7.1 |
Schedule of Share Based Compensation Activity | The Company recognized stock-based compensation in continuing operations related to different instruments for the years ended December 31, as follows: Schedule of Share Based Compensation Activity December 31, 2021 2020 Stock options $ 973 $ 216 Shares issued for services 30 156 Total $ 1,003 $ 372 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Customers Representing Total Revenues | Customers representing 10% or more of the Company’s total revenue from continuing operations for years ended December 31, 2021 and 2020, are presented in the table below: Schedule of Customers Representing Total Revenues December 31, 2021 2020 Customer A 19 % 1 % Customer B 18 % 13 % Customer C 11 % 2 % Customer D 9 % 26 % |
Schedule of Preliminary Allocat
Schedule of Preliminary Allocation of the Purchase Price Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,164 | ||
StemoniX [Member] | |||
Business Acquisition [Line Items] | |||
Cash and equivalents | 30,163 | $ 30,163 | |
Accounts receivable | 705 | 705 | |
Other current assets | 1,033 | 806 | |
Intangible assets | 9,500 | 9,500 | |
Fixed assets | 160 | 416 | |
Goodwill | 22,380 | 22,164 | |
Long-term prepaid expenses and other assets | 1,381 | 1,381 | |
Total assets acquired | 65,322 | 65,135 | |
Accounts payable and accrued expenses | 3,107 | 2,670 | |
Current liabilities of discontinuing operations | 447 | 588 | |
Obligations under operating leases | 198 | 198 | |
Obligations under finance leases | 106 | 106 | |
Deferred revenue | 1,179 | 1,293 | |
Payroll and income taxes payable | 365 | 360 | |
Total liabilities assumed | 5,402 | 5,215 | |
Net assets acquired: | 59,920 | $ 59,920 | |
StemoniX [Member] | Revision of Prior Period, Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Cash and equivalents | |||
Accounts receivable | |||
Other current assets | 227 | ||
Intangible assets | |||
Fixed assets | (256) | ||
Goodwill | 216 | ||
Long-term prepaid expenses and other assets | |||
Total assets acquired | 187 | ||
Accounts payable and accrued expenses | 437 | ||
Current liabilities of discontinuing operations | (141) | ||
Obligations under operating leases | |||
Obligations under finance leases | |||
Deferred revenue | (114) | ||
Payroll and income taxes payable | 5 | ||
Total liabilities assumed | 187 | ||
Net assets acquired: |
Schedule of Proforma Financial
Schedule of Proforma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Total revenue | $ 6,726 | $ 6,618 |
Net loss | $ (35,623) | $ (13,138) |
Pro forma loss per common share, basic and diluted | $ (1.23) | $ (0.45) |
Pro forma weighted average number of common shares basic and diluted | 28,977,491 | 28,875,162 |
Cancer Genetics, Inc. Merger (D
Cancer Genetics, Inc. Merger (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 30, 2021 | Aug. 21, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 23, 2021 |
Business Acquisition [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Business Combination, Acquisition Related Costs | $ 2,310 | $ 1,440 | |||
Revenue Percentage Description | Key assumptions in this analysis included an estimated 10% annual customer attrition rate based on historical vivoPharm operations, a blended U.S. federal, state and Australian income tax rate of 27.1%, a present value factor of 8.5% as well as revenue, cost of revenue and operating expense assumptions regarding the future growth, operating expenses, including corporate overhead charges, and required capital investments. | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, new issues | 805,000 | ||||
StemoniX [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | $ 2,670 | $ 3,107 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 9,500 | 9,500 | |||
StemoniX [Member] | Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, new issues | 804,711 | ||||
Business combination consideration transferred | $ 59,900 | ||||
StemoniX [Member] | Merger Agreement [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, new issues | 11,007,186 | ||||
Business combination, step acquisition, equity interest in acquiree, fair value | $ 50,740 | ||||
StemoniX [Member] | Merger Agreement [Member] | Common Stock Warrants [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, new issues | 2,157,686 | ||||
Business combination, step acquisition, equity interest in acquiree, fair value | $ 9,040 | ||||
StemoniX [Member] | Merger Agreement [Member] | Common Stock Options [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, new issues | 55,907 | ||||
Business combination, step acquisition, equity interest in acquiree, fair value | $ 139 | ||||
StemoniX [Member] | Holders [Member] | Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, new issues | 17,977,544 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 891,780 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.66 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | 4.61 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.46 | ||||
StemoniX [Member] | Investor [Member] | Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 143,890 | ||||
Shares Issued, Price Per Share | $ 5.9059 | $ 5.9059 | $ 5.9059 | ||
StemoniX and Cancer Genetics Inc [Member] | Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Acquisition Related Costs | 2,300 | $ 1,400 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 0 | $ 1,000 | |||
StemoniX and Cancer Genetics Inc [Member] | Merger Agreement [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,500 | ||||
StemoniX and Cancer Genetics Inc [Member] | Merger Agreement [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 8,000 | ||||
[custom:RoyaltyPaymentPercentage] | 1.00% |
Schedule of Disposal Groups Inc
Schedule of Disposal Groups Including Discontinuing Operations from Income Statement (Details) - Vivo Pharm Disposal [Member] $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Revenue | $ 3,978 |
Cost of goods sold | 2,524 |
General and administrative | 3,531 |
Impairment of goodwill | 20,216 |
Total operating costs and expenses | 26,271 |
Loss from discontinuing operations | (22,293) |
Total other income | 9 |
Loss from discontinuing operations before income taxes | (22,284) |
Income tax benefit | |
Net loss from discontinuing operations | $ (22,284) |
Schedule of Disposal Groups I_2
Schedule of Disposal Groups Including Discontinuing Operations from Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets of discontinuing operations - current | $ 802 | |
Assets of discontinuing operations - non-current | 11,508 | |
Liabilities of discontinued operations - current | 3,522 | |
Liabilities of discontinued operations -non- current | 49 | |
Vivo Pharm Disposal [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 457 | |
Other current assets | 345 | |
Assets of discontinuing operations - current | 802 | |
Fixed assets, net of accumulated depreciation | 163 | |
Operating lease right-of-use assets | 30 | |
Patents and other intangible assets, net | 8,787 | |
Goodwill | 2,164 | |
Other assets | 364 | |
Assets of discontinuing operations - non-current | 11,508 | |
Accounts payable | 358 | |
Accrued expense | 418 | |
Obligation under operating lease, current | 29 | |
Obligation under finance lease, current | 32 | |
Deferred revenue | 1,911 | |
Taxes payable | 365 | |
Other current liabilities | 409 | |
Liabilities of discontinued operations - current | 3,522 | |
Obligations under operating leases, less current | 2 | |
Obligations under finance leases, less current | 47 | |
Liabilities of discontinued operations -non- current | $ 49 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets gross | $ 9,500 |
Less accumulated amortization | (713) |
Intangible assets, net | 8,787 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets gross | 8,000 |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets gross | $ 1,500 |
Schedule of Goodwill Rollforwar
Schedule of Goodwill Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Beginning balance, January 1 | |
Initial balance upon consummation of the Merger | 22,164 |
Purchase price adjustments | 216 |
Impairment charge | (20,216) |
Ending balance, December 31 | $ 2,164 |
Discontinuing Operations (Detai
Discontinuing Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Impairment Charges | $ 20,200,000 | |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 3,522,000 | |
Amortization of Intangible Assets | 713 | $ 713,000 |
Cancer Genetics Inc [Member] | ||
Disposal Group, Including Discontinued Operation, Liabilities, Current | $ 409,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 30, 2021 | |
Product Information [Line Items] | |||
Foreign currency translation losses | $ 74,000 | $ 0 | |
Restricted Cash | 738,000 | ||
Cash and Cash Equivalents, at Carrying Value | 20,608,000 | 792,000 | |
Contract with Customer, Asset, after Allowance for Credit Loss, Current | 70,000 | 32,000 | |
Contract with Customer, Liability, Current | 74,000 | 92,000 | |
Contract With Customer Asset Net Current Discontinued Operations | 75,000 | ||
Contract With Customer Liability Net Current Discontinued Operations | 1,900,000 | ||
Accounts receivable, allowance for credit loss, current | 0 | ||
Prepaid Expense, Noncurrent | $ 1,000,000 | ||
Property, Plant and Equipment, Estimated Useful Lives | The estimated useful life of equipment is five years. | ||
Goodwill | $ 2,164,000 | ||
Goodwill, Impairment Loss | 20,216,000 | ||
Net deferred tax asset | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Amortization of Intangible Assets | $ 713 | 713,000 | |
Research and Development Expense | 4,273,000 | 3,232,000 | |
Advertising Expense | 34,000 | $ 52,000 | |
Vivo Pharm [Member] | |||
Product Information [Line Items] | |||
Goodwill | 22,400,000 | ||
VivoPharm Pty Ltd [Member] | |||
Product Information [Line Items] | |||
Goodwill, Impairment Loss | $ 20,200,000 | ||
Directors and Officers [Member] | |||
Product Information [Line Items] | |||
Premiums Receivable, Net | $ 2,700,000 | ||
Four Customers [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 78.00% | ||
Accounts Receivable, after Allowance for Credit Loss | $ 262,000 | ||
Three Customers [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 73.00% | ||
Accounts Receivable, after Allowance for Credit Loss | $ 131,000 | ||
Research and Development Expense [Member] | |||
Product Information [Line Items] | |||
Other Receivables | 100,000 | 133,000 | |
Reduction in payroll tax expenses | 205,000 | 190,000 | |
Money Market Funds [Member] | |||
Product Information [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | $ 12,000,000 | ||
Previously Reported [Member] | |||
Product Information [Line Items] | |||
Reclassification of deferred revenue | $ 92,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 23 | $ 40 |
Work in process | 138 | 121 |
Raw materials | 314 | 254 |
Total inventory | $ 475 | $ 415 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 2,990 | $ 2,452 |
Less accumulated depreciation | (1,970) | (1,421) |
Fixed assets, net | 1,020 | 1,031 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 2,733 | 2,212 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 6 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 251 | $ 240 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 550 | $ 572 |
Components of Lease Expense and
Components of Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease cost | $ 504 | $ 466 |
Finance lease cost: | ||
Depreciation of ROU assets | 35 | 72 |
Interest on lease liabilities | 8 | 4 |
Total finance lease cost: | 43 | 76 |
Variable lease costs | ||
Short-term lease costs | ||
Total lease continuing operations expense | 547 | 542 |
Cash paid amounts included in the measurement of lease liabilities from continuing operations: | ||
Operating cash flows used for operating leases | 509 | 594 |
Financing cash flows used for finance leases | (37) | (80) |
Financing cash flows provided by finance leases | $ 492 | |
Weighted average remaining lease term (in years): | ||
Operating Lease, Weighted Average Remaining Lease Term | 5 years 5 months 1 day | 5 years 10 months 28 days |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 9 months | |
Weighted average discount rate: | ||
Operating Lease, Weighted Average Discount Rate, Percent | 9.88% | 10.00% |
Finance Lease, Weighted Average Discount Rate, Percent | 6.54% |
Schedule of Amounts Reported in
Schedule of Amounts Reported in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating lease ROU assets, net | $ 673 | $ 1,095 |
Operating lease current liabilities | 174 | 486 |
Operating lease long-term liabilities | 516 | 627 |
Total operating lease liabilities | 690 | 1,113 |
Equipment | 477 | 289 |
Accumulated depreciation | (63) | (289) |
Finance leases, net | 414 | |
Current installment obligations under finance leases | 157 | |
Long-term portion of obligations under finance leases | 293 | |
Total finance lease liabilities | $ 450 |
Schedule of Annual Payments of
Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases | |
Operating lease - 2022 | $ 228 |
Finance leases - 2022 | 181 |
Operating lease - 2023 | 157 |
Finance leases - 2023 | 181 |
Operating lease - 2024 | 136 |
Finance leases - 2024 | 136 |
Operating lease - 2025 | 131 |
Finance leases - 2025 | |
Operating lease - 2026 | 134 |
Operating leases - Thereafter | 84 |
Finance leases - Thereafter | |
Operating lease - Total undiscounted lease payments | 870 |
Finance leases - Total undiscounted lease payments | 498 |
Operating lease - Less: imputed interest | (180) |
Finance leases - Less: imputed interest | 48 |
Operating lease - Total lease liabilities | 690 |
Finance leases - Total lease liabilities | $ 450 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Lessee, Finance Lease, Description | As of December 31, 2020, the Company leased facilities in Maple Grove, Minnesota and in La Jolla, California under arrangements which expire(d) in July 2027 and February 2022, respectively. In 2020, the Company signed a five-year extension of its Maple Grove, Minnesota facility lease. | ||
Lessee, Finance Lease, Option to Extend | The amendment reduces the Company’s rent to $10 thousand per month plus operating costs and extends the lease to July 31, 2027. | ||
[custom:MonthlyRentalRate] | 2.00% | ||
Operating Lease, Right-of-Use Asset | $ 673 | $ 1,095 | |
Laboratory Research and Administrative Office [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Operating Lease, Right-of-Use Asset | $ 83 | ||
Lease Liabilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 373 | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finance Lease, Principal Payments | $ 491 |
Schedule Components of Loss Bef
Schedule Components of Loss Before Income Tax From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total loss before income taxes | $ (18,575) | $ (8,650) |
UNITED STATES | ||
Total loss before income taxes | (18,575) | (8,650) |
Non-US [Member] | ||
Total loss before income taxes |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Computed “expected” tax expense | $ (3,901) | $ (1,816) |
Deferred rate change | 84 | 76 |
State taxes, net of federal tax effect | (752) | (419) |
Non-deductible transaction costs | 222 | 290 |
Non-deductible interest | 664 | 218 |
CARES Act PPP loan | 0 | (153) |
R&D tax credit | (238) | |
Other, net | (51) | 78 |
Change in valuation allowance | 3,972 | 1,726 |
Income tax expense (benefit) |
Components of Approximate Defer
Components of Approximate Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Accrued liabilities | $ 47 | |
Capitalized R&D costs | 1,931 | 1,367 |
Intangibles | 127 | |
Stock compensation | 160 | 82 |
Lease liability | 170 | 291 |
Loss carryforward | 18,144 | 7,672 |
Tax credit carryforward | 1,406 | 882 |
Other temporary differences | 4 | |
Total gross deferred tax assets | 21,989 | 10,294 |
Valuation allowance | (21,807) | (9,955) |
Total deferred tax assets | 182 | 339 |
Deferred tax liabilities | ||
Fixed assets | (17) | (53) |
Lease assets | (165) | (286) |
Total gross deferred tax liabilities | (182) | (339) |
Net deferred tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | Dec. 31, 2021 | Jan. 02, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Operating Loss Carryforwards | $ 68.8 | |
Between Two Thousand And Twenty Six And Two Thousand And Thirty Seven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Operating Loss Carryforwards | $ 11.9 |
Schedule of Long-term Debt (Det
Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | $ 57 | $ 7,791 |
Less: current portion of long-term debt | ||
Less: debt discount (net of accretion of $0 and $235, respectively) | (952) | |
Total long-term debt | 57 | 6,839 |
Department of Employment and Economic Development Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | 83 | |
Economic Injury Disaster Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | 57 | 57 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | $ 7,651 |
Schedule of Long-term Debt (D_2
Schedule of Long-term Debt (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Accretion expense | $ 0 | $ 235 |
2020 [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument, interest rate, effective percentage | 8.00% | |
Debt instrument, face amount | $ 7,651 | |
Debt instrument, maturity date, description | July 2022 |
Schedule of Future Annual Princ
Schedule of Future Annual Principal Repayments Due on Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | ||
2023 | 1 | |
2024 | 1 | |
2025 | 1 | |
2026 | 1 | |
Thereafter | 53 | |
Total | $ 57 | $ 6,839 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 23, 2021 | Feb. 08, 2021 | Aug. 21, 2020 | Aug. 21, 2020 | Aug. 21, 2020 | Apr. 30, 2020 | Mar. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 04, 2020 |
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Description | If a change in control of the Company’s common stock were to occur the earlier of one year from the loan’s prepayment or the end of the seven-year loan term, the Company would be required to repay the outstanding principal balance with a 30% premium. Upon consummation of the merger with CGI on March 30, 2021, the Company triggered the 30% repayment premium and this loan was repaid. | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 16,190 | |||||||||||
Proceeds from Convertible Debt | $ 5,022 | $ 4,923 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 2,500 | |||||||||||
Small Business Administration [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Proceeds from Convertible Debt | 10 | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.75% | |||||||||||
Debt Instrument, Payment Terms | repayable in monthly installments starting in June 2022 with a final balance due on June 21, 2050. | |||||||||||
Investor [Member] | Merger Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | |||||||||||
Economic Injury Disaster Loan [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 57 | |||||||||||
StemoniX [Member] | Investor [Member] | Merger Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | 143,890 | 143,890 | |||||||||
Shares Issued, Price Per Share | $ 5.9059 | $ 5.9059 | $ 5.9059 | $ 5.9059 | $ 5.9059 | $ 5.9059 | ||||||
StemoniX [Member] | Convertible Notes [Member] | Investor [Member] | Merger Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 3,000 | $ 1,250 | ||||||||||
2020 Convertible Notes [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible Debt | $ 10,000 | $ 10,000 | $ 3,000 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 5,000 | $ 1,500 | ||||||||||
Debt conversion modified discount description | For any Major Investor, the modified terms provide for a fixed conversion discount on the 2020 Convertible Notes of 20% and a common stock warrant equal to 20% of the amount invested in all 2020 Convertible Notes by such Major Investor divided by the weighted average share price of the Common Stock over the five trading days prior to the closing of the Merger. | |||||||||||
2020 Convertible Notes [Member] | Merger Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,700 | |||||||||||
Debt Instrument, Increase, Accrued Interest | $ 468 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,338,944 | |||||||||||
Debt, Weighted Average Interest Rate | 18.22% | |||||||||||
2020 Convertible Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,900 | 3,900 | ||||||||||
Paycheck Protection Program and CARES Act [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Proceeds from Loans | $ 730 | |||||||||||
Paycheck Protection Program and CARES Act [Member] | Economic Injury Plan Loan [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 10 | $ 730 | ||||||||||
Department of Employment and Economic Development Loan [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Loans Payable | $ 83 | $ 0 | $ 83 |
Summary of Common Stock Warrant
Summary of Common Stock Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding Warrants | shares | 2,296,913 |
2020 Convertible Note [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 5.91 |
Outstanding Warrants | shares | 143,890 |
Debt Instrument, Maturity Date, Description | Feb 23, 2026 |
2021 Offering [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 3.50 |
Outstanding Warrants | shares | 1,624,140 |
Debt Instrument, Maturity Date, Description | Feb 10, 2026 - Aug 3, 2026 |
Advisory Fees [Member] | |
Class of Warrant or Right [Line Items] | |
Outstanding Warrants | shares | 492,894 |
Debt Instrument, Maturity Date, Description | Jan 9, 2024 - Oct 28, 2025 |
Advisory Fees [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 2.42 |
Advisory Fees [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | 7.59 |
Debt One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 27.60 |
Outstanding Warrants | shares | 14,775 |
Debt Instrument, Maturity Date, Description | Mar 22, 2024 |
Offering [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 67.50 |
Outstanding Warrants | shares | 3,917 |
Debt Instrument, Maturity Date, Description | Mar 14, 2022 |
Debt Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 450 |
Outstanding Warrants | shares | 9,185 |
Debt Instrument, Maturity Date, Description | Oct 17, 2022 - Dec 7, 2022 |
Debt Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 300 |
Outstanding Warrants | shares | 8,112 |
Debt Instrument, Maturity Date, Description | Oct 17, 2022 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 30, 2021 | Mar. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 23, 2021 |
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | |||||||
Preferred Stock, Shares Authorized | 9,764,000 | ||||||
Fair Value Adjustment of Warrants | $ (214) | ||||||
Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Authorized | 9,800,000 | ||||||
Preferred Stock Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued conversion of shares | 43,107 | ||||||
Merger Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights shares issued | 2,157,686 | ||||||
Merger Agreement [Member] | Investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.9059 | ||||||
Fair Value Adjustment of Warrants | $ 214 | ||||||
Warrants fair value disclosure | $ 421 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity share outstanding | 4,611,587 | ||||||
Stock issued conversion of shares | 5,973,509 | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity share outstanding | 3,489,470 | ||||||
Stock issued conversion of shares | 4,524,171 | ||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 235,877 | ||||||
Sale of Stock, Consideration Received on Transaction | $ 1,250 | ||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued conversion of shares | (487,000) | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ (2,674) | ||||||
Series C Convertible Preferred Stock [Member] | Cancer Genetics Inc [Member] | Merger Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued conversion of shares | 699,395 | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,000 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Level 3 Valued Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Additions | $ (250) | $ (503) |
Vivo Pharm [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | ||
Additions | 11,000 | |
Measurement adjustments | ||
Beginning Balance | ||
Ending Balance | 11,000 | |
2020 Convertible Note [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | ||
Additions | 3,746 | |
Measurement adjustments | 4 | |
Beginning Balance | (3,750) | |
Ending Balance | ||
Warrants [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | ||
Additions | 635 | |
Measurement adjustments | (214) | |
Beginning Balance | (421) | |
Ending Balance | ||
Embedded Derivative [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | 1,690 | |
Additions | 325 | 1,187 |
Measurement adjustments | 250 | 503 |
Beginning Balance | (2,265) | |
Ending Balance | $ 1,690 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Feb. 23, 2021$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Proceeds from convertible debt | $ | $ 5,022 | $ 4,923 | ||
2020 Convertible Notes [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, term | 5 years | |||
2020 Convertible Notes [Member] | Measurement Input, Exercise Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Exercise price of warrants | $ / shares | $ 2.01 | |||
2020 Convertible Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.59 | |||
2020 Convertible Notes [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 86 | |||
2020 Convertible Notes [Member] | Series B Convertible Preferred Stock [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt conversion and discount description | The instrument provided the holder the right to convert the instrument into shares of Series B Preferred Stock at a 20% discount. Given the timing of the issuance of the instrument near the Merger date, management determined that there was a 99.5% probability of the holders converting the instrument to Company shares at a 20% discount. | |||
Investor [Member] | Merger Agreement [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Exercise price of warrants | $ / shares | $ 5.9059 | |||
2020 Convertible Notes [Member] | Investor [Member] | Merger Agreement [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Proceeds from convertible debt | $ | $ 3,000 |
Schedule of Reconciliation of N
Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss from continuing operations | $ (18,575) | $ (8,650) |
Net loss from discontinuing operations | (22,284) | |
Net loss | $ (40,859) | $ (8,650) |
Basic and diluted weighted average shares outstanding | 22,614,449 | 2,485,968 |
Basic and diluted net loss per share: | ||
Continuing operations | $ (0.82) | $ (3.48) |
Discontinuing operations | (0.99) | |
Net loss | $ (1.81) | $ (3.48) |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total | 4,617,010 | 10,594,510 |
Series A Preferred Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total | 4,611,587 | |
Series B Preferred Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total | 3,489,470 | |
Series A Warrants [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total | 48,714 | |
Series B Warrants [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total | 9,943 | |
Common Stock Warrants [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total | 2,296,913 | |
Common Stock Options [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total | 2,320,097 | 756,000 |
2020 Convertible Notes [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total | 1,678,796 |
Schedule of Assumptions for Sto
Schedule of Assumptions for Stock Option Grants (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 69.50% | 85.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 123.00% | 88.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.95% | 0.24% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.39% | 0.60% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 6 months | 5 years 2 months 12 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 1 month 6 days | 10 years |
Schedule of Share Option Activi
Schedule of Share Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Beginning Balance | 755,733 | 509,173 |
Weighted average exercise price, Beginning Balance | $ 1.82 | $ 1.30 |
Weighted average remaining contractual term, Beginning Balance | 8 years 8 months 12 days | 7 years 4 months 24 days |
Number of Options, Granted | 1,539,939 | 592,726 |
Weighted average exercise price, Granted | $ 4.21 | $ 2.01 |
Number of Options, StemoniX options exchanged for Vyant Bio options | (681,380) | |
Weighted average exercise price, StemoniX options exchanged for Vyant Bio options | $ 1.84 | |
Number of Options, Vyant Bio options issued to StemoniX option holders | 873,260 | |
Weighted average exercise price, Vyant Bio options issued to StemoniX option holders | $ 1.44 | |
Number of Options, assumed in Merger | 55,840 | |
Weighted average exercise price, Options assumed in Merger | $ 45.95 | |
Number of Options, Exercised | (37,097) | (75,909) |
Weighted average exercise price, Exercised | $ 1.21 | $ 1.64 |
Number of Options, Forfeited | (172,311) | (90,774) |
Weighted average exercise price, Forfeited | $ 3.69 | $ 1.76 |
Number of Options, Expired | (13,887) | (179,483) |
Weighted average exercise price, Expired | $ 1.92 | $ 1.02 |
Number of Options, Ending Balance | 2,320,097 | 755,733 |
Weighted average exercise price, Ending Balance | $ 4.19 | $ 1.82 |
Weighted average remaining contractual term, Ending Balance | 8 years 7 months 6 days | 8 years 8 months 12 days |
Number of Options, Exercisable | 635,597 | 339,987 |
Weighted average exercise price, Exercisable | $ 5.58 | $ 1.61 |
Weighted average remaining contractual term, Exercisable | 7 years 1 month 6 days | 6 years 10 months 24 days |
Schedule of Share Based Compens
Schedule of Share Based Compensation Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock options | $ 973 | $ 216 |
Shares issued for services | 30 | 156 |
Total | $ 1,003 | $ 372 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Mar. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 1 month 6 days | 6 years 10 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,320,097 | 755,733 | 509,173 | |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 1,539,939 | 592,726 | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date intrinsic value | $ 3.51 | $ 1.42 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | $ 4 | |||
Share-based payment arrangement, nonvested award, weighted average period | 3 years 3 months 18 days | |||
Frozen Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | |||
2015 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 191,880 | |||
2021 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 3,075,734 | |||
2021 Equity Incentive Plan [Member] | Officers Key Employees and NonEmployee Consultants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 4,500,000 | |||
2021 Equity Incentive Plan [Member] | Officers and Other Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 1,151,500 | |||
2021 Equity Incentive Plan [Member] | Independent Board Members [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 78,090 | |||
2021 Equity Incentive Plan [Member] | Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 8,676 | |||
2021 Equity Incentive Plan [Member] | Officers and Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rate | 25.00% | |||
Description of terms of award under share-based payment arrangement | one year from the grant date and thereafter equally over the next 36 months |
Schedule of Customers Represent
Schedule of Customers Representing Total Revenues (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 19.00% | 1.00% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 18.00% | 13.00% |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 11.00% | 2.00% |
Customer D [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 9.00% | 26.00% |
Segment Information (Details Na
Segment Information (Details Narrative) - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Concentration Risk [Member] | Two Customer [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 47.00% | 39.00% |
Geographic Concentration Risk [Member] | Outside of United States [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 21.00% | 21.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2021 | Aug. 21, 2020 | Aug. 21, 2020 | Aug. 12, 2020 | Jan. 31, 2020 | Mar. 12, 2021 | Dec. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 23, 2021 |
Related Party Transaction [Line Items] | |||||||||||
Proceeds from related party debt | $ 80 | ||||||||||
Debt instrument, description | If a change in control of the Company’s common stock were to occur the earlier of one year from the loan’s prepayment or the end of the seven-year loan term, the Company would be required to repay the outstanding principal balance with a 30% premium. Upon consummation of the merger with CGI on March 30, 2021, the Company triggered the 30% repayment premium and this loan was repaid. | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 16,190 | ||||||||||
Payment for collaboration arrangement | $ 60 | $ 89 | |||||||||
Investor [Member] | Merger Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | ||||||||||
StemoniX [Member] | Investor [Member] | Merger Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 143,890 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 143,890 | 143,890 | |||||||||
Shares Issued, Price Per Share | $ 5.9059 | $ 5.9059 | $ 5.9059 | $ 5.9059 | |||||||
2020 Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 5,000 | $ 1,500 | |||||||||
2020 Convertible Notes [Member] | Merger Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,338,944 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,700 | ||||||||||
2020 Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 1,100 | ||||||||||
Series B Preferred Stock [Member] | 2020 Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,900 | $ 3,900 | |||||||||
Series B Preferred Stock [Member] | 2020 Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 200,611 | ||||||||||
Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from related party debt | $ 25 | $ 55 | |||||||||
Due from related parties | $ 26 | ||||||||||
Share based compensation issuance of common stock | 12,693 | ||||||||||
Debt instrument, description | On July 10, 2020, the loan matured and it was rolled over into a new $55 thousand loan. On August 12, 2020, principal and accrued interest owed to the executive were converted into the 2020 Convertible Notes at the same terms of other third-party investors | ||||||||||
Former Stemonix Board Members Officer [Member] | Series B Two Preferred Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share based payment award purchased value | $ 44 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 8,003 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 28, 2022 | Mar. 15, 2022 | Mar. 04, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||||
Lease Payment | $ 509 | $ 594 | ||||||
Proceeds from Issuance of Common Stock | $ 41 | $ 98 | ||||||
Board of Directors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 335,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Lease Payment | $ 22 | |||||||
Employee termination benefits | $ 386 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | 88,581 common stock options to non-executive employees pursuant to the 2021 Company bonus plan which vest 50% upon grant and 50% one year after the grant date; and (c) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price | $ 1 | |||||||
Percentage of operating lease | 2.50% | |||||||
Rental expenses | $ 19 | |||||||
Operating lease remaining payment | 29 | |||||||
Subsequent Event [Member] | Vivo Pharm [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Lease Payment | $ 16 | |||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 271,719 | |||||||
Subsequent Event [Member] | Employees [Member] | StemoniX Inc [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 231,230 | |||||||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The Company cannot sell any shares to Lincoln Park until the date that a registration statement covering the resale of shares of common stock that have been, and may in the future be, issued to Lincoln Park under the Purchase Agreement is declared effective by the SEC and a final prospectus in connection therewith is filed and all of the other conditions set forth in the Purchase Agreement are satisfied (such date, the “Commencement Date”). Under the Purchase Agreement, the Company may from time to time for 30 months following the Commencement Date, at its discretion, direct Lincoln Park to purchase on any single business day, or a Regular Purchase, up to (i) 50,000 common shares, (ii) 75,000 common shares if the closing sale price of its common shares is not below $1.50 per share on Nasdaq or (iii) 100,000 common shares if the closing sale price of its common shares is not below $2.50 per share on Nasdaq. In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases on the terms and subject to the conditions set forth in the Purchase Agreement. In any case, Lincoln Park’s commitment in any single Regular Purchase may not exceed $1.0 million absent a mutual agreement to increase such amount. | |||||||
Proceeds from Issuance of Common Stock | $ 15,000 | |||||||
Stock Issued During Period, Shares, New Issues | 405,953 |