Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35817 | |
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 | 479-8126 | |
Title of 12(b) Security | Common Stock, $0.0001 Par Value | |
Trading Symbol | VYNT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,910,308 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 9,394 | $ 20,608 |
Trade accounts and other receivables | 383 | 434 |
Inventory | 66 | 475 |
Prepaid expenses and other current assets | 1,161 | 895 |
Assets of discontinuing operations – current | 1,122 | 802 |
Total current assets | 12,126 | 23,214 |
Non-current assets: | ||
Fixed assets, net | 1,223 | 1,020 |
Operating lease right-of-use assets, net | 1,617 | 673 |
Long-term prepaid expenses and other assets | 1,110 | 1,221 |
Assets of discontinuing operations – non-current | 6,963 | 11,508 |
Total non-current assets | 10,913 | 14,422 |
Total assets | 23,039 | 37,636 |
Current liabilities: | ||
Accounts payable | 897 | 740 |
Accrued expenses | 1,329 | 764 |
Deferred revenue | 72 | 74 |
Obligations under operating leases, current portion | 303 | 174 |
Obligation under finance leases, current portion | 247 | 157 |
Liabilities of discontinuing operations – current | 3,845 | 3,522 |
Total current liabilities | 6,693 | 5,431 |
Obligations under operating leases, less current portion | 1,383 | 516 |
Obligations under finance leases, less current portion | 338 | 293 |
Long-term debt | 57 | 57 |
Liabilities of discontinuing operations – non-current | 728 | 49 |
Total liabilities | 9,199 | 6,346 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, authorized 9,764 shares $0.0001 par value, none issued | ||
Common stock, authorized 100,000 shares, $0.0001 par value, 5,883 and 5,798 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 1 | 1 |
Additional paid-in capital | 111,009 | 110,176 |
Accumulated deficit | (97,244) | (78,813) |
Accumulated comprehensive income (loss) | 74 | (74) |
Total Stockholders’ equity | 13,840 | 31,290 |
Total liabilities and Stockholders’ equity | $ 23,039 | $ 37,636 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 9,764 | 9,764 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,883 | 5,798 |
Common stock, shares outstanding | 5,883 | 5,798 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 152 | $ 256 | $ 620 | $ 788 |
Operating costs and expenses: | ||||
Research and development | 1,993 | 1,211 | 5,232 | 2,941 |
Selling, general and administrative | 1,583 | 1,856 | 6,855 | 5,807 |
Merger related costs | 2,310 | |||
Total operating costs and expenses | 3,833 | 3,532 | 13,034 | 12,431 |
Loss from operations | (3,681) | (3,276) | (12,414) | (11,643) |
Other income (expense): | ||||
Change in fair value of warrant liability | 214 | |||
Change in fair value of share-settlement obligation derivative | (250) | |||
Loss on debt conversions | (2,518) | |||
Other income (expense), net | 5 | 6 | 5 | (22) |
Interest income (expense), net | 29 | (4) | 31 | (367) |
Total other income (expense) | 34 | 2 | 36 | (2,943) |
Loss from continuing operations before income taxes | (3,647) | (3,274) | (12,378) | (14,586) |
Income tax expense (benefit) | ||||
Loss from continuing operations | (3,647) | (3,274) | (12,378) | (14,586) |
Discontinuing operations (net of $40 and $84 tax benefit in the three and nine months ended September 30, 2022, respectively, and $0 in 2021) | 184 | (1,187) | (6,053) | (1,427) |
Net loss | (3,463) | (4,461) | (18,431) | (16,013) |
Cumulative translation adjustment | 136 | 17 | 148 | 16 |
Comprehensive loss | $ (3,327) | $ (4,444) | $ (18,283) | $ (15,997) |
Net loss per share attributed to common stock – basic and diluted: | ||||
Net loss per share from continuing operations | $ (0.62) | $ (0.57) | $ (2.11) | $ (3.56) |
Net income (loss) per share from discontinuing operations | 0.03 | (0.20) | (1.04) | (0.35) |
Net loss per share | $ (0.59) | $ (0.77) | $ (3.15) | $ (3.91) |
Weighted average shares outstanding: | ||||
Weighted average common shares outstanding - Basic and Diluted | 5,882,560 | 5,797,162 | 5,856,159 | 4,095,951 |
Service [Member] | ||||
Revenue: | ||||
Total revenue | $ 97 | $ 94 | $ 407 | |
Operating costs and expenses: | ||||
Cost of goods sold – product | 110 | 38 | 277 | |
Product [Member] | ||||
Revenue: | ||||
Total revenue | 152 | 159 | 526 | 381 |
Operating costs and expenses: | ||||
Cost of goods sold – product | $ 257 | $ 355 | $ 909 | $ 1,096 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Income tax benefit | $ 40 | $ 84 |
Consolidated Statements of Comm
Consolidated Statements of Common Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ 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 |
Beginning balance at Dec. 31, 2020 | $ 12,356 | $ 16,651 | $ 29,007 | $ 1,514 | $ (37,954) | $ (36,440) | |||
Beginning balance, shares at Dec. 31, 2020 | 4,612,000 | 3,489,000 | 519,000 | ||||||
Stock-based compensation | 1,025 | 1,025 | |||||||
Foreign currency translation adjustment | 16 | 16 | |||||||
Net loss | (16,013) | (16,013) | |||||||
Exercise of stock options | 4 | $ 4 | |||||||
Exercise of stock options, shares | 5,983 | ||||||||
Issuance of Incremental shares to StemoniX shareholders upon Merger | |||||||||
Issuance of Incremental shares to StemoniX shareholders upon Merger, shares | 161,000 | ||||||||
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 | 567,000 | ||||||||
Issuance of Common Stock for acquisition consideration | 59,920 | 59,920 | |||||||
Issuance of Common Stock for acquisition consideration, shares | 2,201,000 | ||||||||
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 | (4,612,000) | (3,489,000) | (567,000) | 2,239,000 | |||||
Conversion of 2020 Notes to Common Stock upon Merger | 16,190 | 16,190 | |||||||
Conversion of 2020 Notes to Common Stock upon Merger, shares | 668,000 | ||||||||
Preferred stock warrant settled for Common Stock upon Merger | |||||||||
Preferred stock warrant settled for Common Stock upon Merger, shares | 9,000 | ||||||||
Warrant liability reclassified to equity upon Merger | 421 | 421 | |||||||
Ending Balance at Sep. 30, 2021 | $ 1 | 109,866 | (53,967) | 16 | 55,916 | ||||
Ending balance, shares at Sep. 30, 2021 | 5,797,000 | ||||||||
Beginning balance at Jun. 30, 2021 | $ 1 | 109,569 | (49,506) | (1) | 60,063 | ||||
Beginning balance, shares at Jun. 30, 2021 | 5,797,000 | ||||||||
Stock-based compensation | 297 | 297 | |||||||
Foreign currency translation adjustment | 17 | 17 | |||||||
Net loss | (4,461) | (4,461) | |||||||
Ending Balance at Sep. 30, 2021 | $ 1 | 109,866 | (53,967) | 16 | 55,916 | ||||
Ending balance, shares at Sep. 30, 2021 | 5,797,000 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 1 | 110,176 | (78,813) | (74) | 31,290 | ||||
Beginning balance, shares at Dec. 31, 2021 | 5,798,000 | ||||||||
Stock-based compensation | 1,079 | 1,079 | |||||||
Foreign currency translation adjustment | 148 | 148 | |||||||
Net loss | (18,431) | (18,431) | |||||||
Exercise of stock options | 4 | $ 4 | |||||||
Exercise of stock options, shares | 1,000 | 1,034 | |||||||
Vesting of restricted stock | |||||||||
Vesting of restricted stock, shares | 2,000 | ||||||||
Issuance of Incremental shares to StemoniX shareholders upon Merger | (250) | (250) | |||||||
Issuance of Incremental shares to StemoniX shareholders upon Merger, shares | 82,000 | ||||||||
Ending Balance at Sep. 30, 2022 | $ 1 | 111,009 | (97,244) | 74 | 13,840 | ||||
Ending balance, shares at Sep. 30, 2022 | 5,883,000 | ||||||||
Beginning balance at Jun. 30, 2022 | $ 1 | 110,629 | (93,781) | (62) | 16,787 | ||||
Beginning balance, shares at Jun. 30, 2022 | 5,883,000 | ||||||||
Stock-based compensation | 380 | 380 | |||||||
Foreign currency translation adjustment | 136 | 136 | |||||||
Net loss | (3,463) | (3,463) | |||||||
Ending Balance at Sep. 30, 2022 | $ 1 | $ 111,009 | $ (97,244) | $ 74 | $ 13,840 | ||||
Ending balance, shares at Sep. 30, 2022 | 5,883,000 |
Consolidated Statements of Co_2
Consolidated Statements of Common Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Series C Preferred Stock [Member] | |
Payments of Stock Issuance Costs | $ 214 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (18,431) | $ (16,013) |
Net loss from discontinuing operations | 6,053 | 1,427 |
Reconciliation of net loss to net cash used in operating activities, continuing operations: | ||
Stock-based compensation | 865 | 825 |
Amortization of operating lease right-of-use assets | 245 | 211 |
Depreciation and amortization expense | 400 | 410 |
Change in fair value of share-settlement obligation derivative | 250 | |
Change in fair value of warrant liability | (214) | |
Change in fair value of 2020 Convertible Note with fair value election | 4 | |
Accretion of debt discount | 173 | |
Loss on conversion of debt | 2,518 | |
Gain on sale of assets | (14) | |
Changes in operating assets and liabilities net of impacts of business combination: | ||
Trade accounts and other receivables | 51 | (37) |
Inventory | 409 | (66) |
Prepaid expenses and other current assets | (155) | (469) |
Accounts payable | 156 | (1,303) |
Obligations under operating leases | (193) | (263) |
Accrued expenses and other current liabilities | 563 | (756) |
Net cash used in operating activities, continuing operations | (10,037) | (13,317) |
Net cash used in operating activities, discontinuing operations | (352) | (673) |
Net cash used in operating activities | (10,389) | (13,990) |
Cash Flows from Investing Activities: | ||
Equipment purchases and leasehold improvements | (608) | (521) |
Cash acquired from acquisition | 30,163 | |
Sale of Patent | 50 | |
Net cash (used in) provided by investing activities, continuing operations | (608) | 29,692 |
Net cash used in investing activities, discontinuing operations | (76) | |
Net cash (used in) provided by investing activities | (684) | 29,692 |
Cash Flows from Financing Activities: | ||
Issuance of common stock (net of issuance costs) | (246) | 4 |
Issuance of Series C Preferred Stock, net of issuance costs | 1,786 | |
2020 Convertible Note proceeds | 5,022 | |
Principal payments on long-term debt | (82) | |
Proceeds from lease financing | 266 | |
Principal payments on obligations under finance leases | (131) | |
Net cash (used in) provided by financing activities, continuing operations | (111) | 6,730 |
Net cash used in financing activities, discontinuing operations | (30) | (21) |
Net cash (used in) provided by financing activities | (141) | 6,709 |
Net (decrease) increase in cash and cash equivalents | (11,214) | 22,411 |
Cash and cash equivalents beginning of the period | 20,608 | 792 |
Cash and cash equivalents end of the period | 9,394 | 23,203 |
Supplemental disclosure of cash flow information from continuing operations: | ||
Cash paid for interest | 25 | |
Cash paid for income taxes | 8 | |
Non-cash investing activities from continuing operations: | ||
Fair value of non-cash merger consideration | 59,920 | |
Right-of-use asset obtained in exchange for new leases | 1,189 | 83 |
Non-cash financing activities from continuing operations: | ||
Conversion of Preferred Stock to Common Stock upon Merger | 30,793 | |
Conversion of 2020 Convertible Notes and Accrued Interest to Common Stock upon Merger | 16,190 | |
Reclass warrant liability to equity upon Merger | $ 421 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Vyant Bio, Inc. (the “Company”, “Vyant Bio”, “VYNT” or “we”), is an innovative biotechnology company transforming drug discovery for complex neurodevelopmental and neurodegenerative disorders. Our central nervous system (“CNS”) drug discovery platform combines the scientific knowhow of our team coupled with the application of human-derived organoid models of brain disease, scaled biology, and machine learning. Our platform is designed to: 1) elucidate disease pathophysiology; 2) formulate key therapeutic hypotheses; 3) identify and validate drug targets, cellular assays, and biomarkers to guide candidate molecule selection; and 4) guide clinical trial patient selection and trial design. Our current programs are focused on identifying repurposed and novel small molecule clinical candidates for rare CNS genetic disorders including Rett Syndrome (“RTT”), CDKL5 Deficiency Disorders (“CDD”) and familial Parkinson’s Disease (“PD”). The Company’s management believes that drug discovery needs to progressively shift as the widely used preclinical models for predicting safe and effective drugs have under-performed, as evidenced by the time and cost of bringing novel drugs to market. As a result, Vyant Bio is focused on combining sophisticated data science capabilities with highly functional human cell derived disease models. We leverage our ability to identify validated targets and molecular-based biomarkers to screen and test thousands of small molecule compounds in highly standardized human diseased 3D brain organoids in order to create a unique approach to assimilating biological data that supports decision making iteratively throughout the discovery phase of drug development to identify both novel and repurposed drug candidates. vivo Pharm Sale On November 2, 2022 the Company completed the sale of its principal vivo vivo 5.5 million in an upfront cash payment, subject to customary adjustments for working capital, closing cash, indebtedness and transaction expenses. After these closing adjustments were reflected, $ 5.5 million was paid at closing. Vyant Bio expects to net approximately $ 4.4 million in cash after tax and transaction related expenses, as well as incur $ 0.6 million in exit costs associated with this transaction. Exit costs associated with the vivo vivo Reverse Stock Split On July 14, 2022, the Company’s stockholders approved a reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of Common Stock in the range of one for five to one for fifteen shares. On October 18, 2022, the Company’s Board of Directors approved a Reverse Split of one for five shares effective November 1, 2022. As a result of the reverse split, every 5 shares of the Company’s Common Stock issued and outstanding were converted into one share of Common Stock. No fractional shares were issued in connection with the reverse split. Stockholders who would otherwise be entitled to a fractional share of Common Stock instead received cash in lieu of fractional shares based on the average of the closing sales prices of the Company’s Common Stock as quoted on the Nasdaq Capital Market on the five trading days immediately prior to November 1, 2022. The reverse split did not reduce the number of authorized shares of the Common Stock or preferred stock (the “Preferred Stock”) or change the par values of the Company’s Common Stock or Preferred Stock. The Reverse Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the reverse split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding common stock options, warrants and restricted stock units entitling their holders to receive or purchase shares of the Company’s Common Stock have been adjusted as a result of the reverse split, as required by the terms of each security. All historical share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Reverse Split. The accompanying unaudited condensed consolidated financial statements include all accounts and wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. All intercompany transactions have been eliminated. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), the Company has omitted footnote disclosures that would substantially duplicate the disclosures contained in the audited consolidated financial statements of the Company. No new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements for the year ended December 31, 2021, and notes thereto included in our Annual Report on Form 10-K as filed with the SEC. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the entire 2022 year. Dollar amounts in tables are stated in thousands of U.S. dollars. |
Cancer Genetics, Inc. Merger
Cancer Genetics, Inc. Merger | 9 Months Ended |
Sep. 30, 2022 | |
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 3,595,508 0.0001 178,356 3.30 23.05 7.30 28,778 29.5295 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 2,201,437 50.74 431,537 9.04 11,181 139 160,942 The Company incurred $ 2.3 The following details the allocation of the preliminary purchase price consideration recorded on March 30, 2021, the acquisition date, with adjustments recorded through March 30, 2022, the end of the period for which purchase accounting adjustments can be recorded, and the final 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 has 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. 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 8.0 vivo 1.0 vivo vivo 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 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 Nine months ended Total revenue $ 5,294 Net loss (10,777 ) Pro forma loss per common share, basic and diluted (1.85 ) Pro forma weighted average number of common shares basic and diluted 5,795,520 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 | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinuing Operations | Note 3. Discontinuing Operations In December 2021, the Company’s Board of Directors approved a plan to sell the business of vivo vivo vivo On November 2, 2022 the Company completed the sale of its principal vivo vivo 5.5 5.5 4.4 0.6 vivo vivo 357 thousand. The Company classified the vivo vivo vivo 20.2 million. The Company valued the vivo vivo 4.3 million during the quarter ended March 31, 2022 consisting of the write-off of the remaining $ 2.2 million goodwill balance and reducing the cost basis of customer relationships and tradenames by $ 1.8 million and $ 0.3 million, respectively. During the second quarter of 2022, the Company received two offers for mutually exclusive components of the vivo 1.5 million during the second quarter of 2022 which was reduced in the third quarter of 2022 by $ 388 thousand based upon revised estimated net sales proceeds as of September 30, 2022. 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 September 30, 2022 and December 31, 2021, $ 280 thousand and $ 409 Results of discontinuing operations were as follows for the three and nine months ended September 30, 2022 and 2021: Schedule of Discontinuing Operations from Income Statement and Balance Sheet 2022 2021 2022 2021 Three months ended Nine months ended 2022 2021 2022 2021 Revenue $ 2,140 $ 1,251 $ 5,180 $ 2,887 Cost of goods sold 1,097 952 2,477 1,901 General and administrative 1,287 1,489 3,428 2,419 Impairment charge (recovery) of goodwill and intangible assets (388 ) - 5,415 - Total operating costs and expenses 1,996 2,441 11,320 4,320 Income (loss) from discontinuing operations 144 (1,190 ) (6,140 ) (1,433 ) Total other (expense) income - 3 3 6 Income (loss) from discontinuing operations before income taxes 144 (1,187 ) (6,137 ) (1,427 ) Income tax benefit 40 - 84 - Net income (loss) from discontinuing operations $ 184 $ (1,187 ) $ (6,053 ) $ (1,427 ) Assets and liabilities of discontinuing operations were as follows as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Accounts receivable $ 796 $ 457 Other current assets 326 345 Assets of discontinuing operations - current 1,122 802 Fixed assets, net of accumulated depreciation 242 163 Operating lease right-of-use assets 844 30 Intangible assets, net 5,511 8,787 Goodwill - 2,164 Other assets 366 364 Assets of discontinuing operations - non-current 6,963 11,508 Accounts payable $ 810 $ 358 Accrued expense 363 418 Obligation under operating lease, current 152 29 Obligation under finance lease, current 30 32 Deferred revenue 1,935 1,911 Taxes payable 275 365 Other current liabilities 280 409 Liabilities of discontinued operations - current 3,845 3,522 Obligations under operating leases, less current 709 2 Obligations under finance leases, less current 19 47 Liabilities of discontinued operations - non-current 728 49 In January 2022, the vivo 1.0 million of right-of-use (“ROU”) assets and related liability within discontinuing operations. Intangible assets consisted of the following as of September 30, 2022 and December 31, 2021: Schedule of Intangible Assets September 30, 2022 December 31, 2021 Customer relationships $ 5,241 $ 8,000 Trade name 983 1,500 Intangible assets, net 6,224 9,500 Less accumulated amortization (713 ) (713 ) Intangible assets, net $ 5,511 $ 8,787 Goodwill arising from the Merger was solely attributed to the vivo Schedule of Goodwill Rollforward 2022 Beginning balance, January 1 $ 2,164 Purchase price adjustments - Impairment charge (2,164 ) Ending balance, September 30 $ - |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4. Inventory Inventory consists of the following: Schedule of Inventory September 30, 2022 December 31, 2021 Finished goods $ - $ 23 Work in process 59 138 Raw materials 7 314 Total inventory $ 66 $ 475 |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 5. Fixed Assets Presented in the table below are the major classes of fixed assets by category: Schedule of Fixed Assets September 30, 2022 December 31, 2021 Equipment $ 2,962 $ 2,733 Furniture and fixtures 6 6 Leasehold improvements 612 251 Fixed assets, gross 3,580 2,990 Less accumulated depreciation (2,357 ) (1,970 ) Total $ 1,223 $ 1,020 Depreciation expense recognized during the three months ended September 30, 2022 and 2021 was $ 124 143 400 410 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 6. Leases The Company leases its laboratory, research and administrative office space under various operating leases. In January 2022, the Company recorded a $ 1.2 The components of operating and finance lease expenses for the three and nine months ended September 30, 2022 and 2021 are as follows: Components of Lease Expense and Supplemental Information 2022 2021 2022 2021 Three months ended Nine months ended 2022 2021 2022 2021 Operating lease costs $ 110 $ 149 $ 332 $ 441 Finance lease costs: Depreciation of ROU assets 61 - 141 - Interest on lease liabilities 11 - 25 - Total finance lease cost 72 - 166 - Variable lease costs - - - - Short-term lease costs - - - - Total lease cost $ 182 $ 149 $ 498 $ 441 Amounts reported in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 are as follows: Schedule of Amounts Reported in the Consolidated Balance Sheet 2022 2021 Operating leases: Operating lease ROU assets, net $ 1,617 $ 673 Operating lease current liabilities 303 174 Operating lease long-term liabilities 1,383 516 Total operating lease liabilities 1,686 690 Finance leases: Equipment 743 477 Accumulated depreciation (181 ) (63 ) Finance leases, net 562 414 Current installment obligations under finance leases 247 157 Long-term portion of obligations under finance leases 338 293 Total finance lease liabilities $ 585 $ 450 Other information related to leases from continuing operations for the nine months ended September 30, are as follows: Schedule of Other Information Related to Lease 2022 2021 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 193 $ 263 Financing cash flow from finance leases 135 - Weighted average remaining lease term: Operating leases 4.69 5.68 Finance leases 2.29 - Weighted average discount rate: Operating leases 8.3 % 9.9 % Finance leases 6.9 % - Annual payments of lease liabilities under noncancelable leases from continuing operations as of September 30, 2022 are as follows: Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases Operating leases Finance leases Remainder of 2022 $ 106 $ 70 2023 433 280 2024 423 235 2025 427 51 2026 441 - 2027 215 - Thereafter - - Total undiscounted lease payments 2,045 636 Less: Imputed interest (359 ) (51 ) Total lease liabilities $ 1,686 $ 585 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes The Company recognizes deferred tax assets and liabilities 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 include, among others, capitalized research and development costs, net operating loss carryforwards and research and development tax credit carryforwards. Deferred tax assets are partially offset by deferred tax liabilities arising from intangibles, fixed assets and lease assets. Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain based on the Company’s history of losses. Accordingly, the Company’s net deferred tax assets have been fully offset by a valuation allowance. Utilization of net operating loss and credit carryforwards may be subject to substantial annual limitation due to ownership change provisions of Section 382 of the Internal Revenue Code, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. As of September 30, 2022 and December 31, 2021, the Company’s liability for gross unrecognized tax benefits (excluding interest and penalties) totaled $ 0 0 0 0 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 8. Long-Term Debt Long-term debt as of September 30, 2022 and December 31, 2021 consists of a $ 57 1 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 3.9 3.0 10.0 5.0 3.9 5 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 1.25 3.0 28,778 29.5295 12.7 468 667,788 2.5 18.22% Payroll Protection Plan Loan In April 2020, the Company applied for and received a $ 730 730 Economic Injury Disaster Loan The Company applied for and received a $ 57 10 3.75 repayable in monthly installments starting in December 2022 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9. 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. Lincoln Park Capital Fund, LLC Agreement 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 81,190 Under the Purchase Agreement, the Company may from time to time for 30 months following May 9, 2022 (the “Commencement Date”), at its discretion, direct Lincoln Park to purchase on any single business day, or a Regular Purchase, up to (i) 10,000 common shares, (ii) 15,000 common shares if the closing sale price of its common shares is not below $7.50 per share on Nasdaq or (iii) 20,000 common shares if the closing sale price of its common shares is not below $12.50 per share on Nasdaq At The Market (“ATM”) Financing On April 8, 2022, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 20,000,000 3.0 75,000 For the three and nine months ended September 30, 2022, the Company incurred $ 0 250 Preferred Stock Series A and B Preferred Stock As of December 31, 2020, the Company had 4,611,587 3,489,470 1,194,701 904,834 Series C Preferred Stock Effective March 15, 2021, StemoniX’s shareholders approved the Merger with Cancer Genetics and the authorization of $ 2.0 139,879 Warrants Common Stock Warrants The Company issued the Investor Warrant on February 23, 2021. Effective with the Merger, the Investor Warrant was exchanged for a warrant to purchase 28,778 29.5295 214 421 In connection with the Merger, the Company assumed 431,537 429,820 Summary of All Common Stock Warrants Outstanding Issuance Related to: Exercise Price Outstanding Warrants Expiration Dates 2020 Convertible Note $ 29.55 28,778 Feb 23, 2026 2021 offerings $ 17.50 324,828 Feb 10, 2026 - Aug 3, 2026 Advisory fees $ 12.10 37.95 98,578 Jan 9, 2024 - Oct 28, 2025 Debt $ 138.00 2,955 Mar 22, 2024 Debt $ 2,250.00 1,837 Oct 17, 2022 - Dec 7, 2022 Debt $ 1,500.00 1,622 Oct 17, 2022 Total 458,598 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. As part of the Merger, the Preferred Warrants were converted and settled for a total of 8,621 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10. 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 of the Level 3 instruments were exchanged for Vyant Bio equity classified instruments. Prior to their exchange, all of 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 vivo 4.5 million decrease to the fair value of vivo 4.3 million during the quarter ended March 31, 2022, which decreased vivo 9.2 million as of December 31, 2021 to $ 4.9 million. During the second quarter of 2022, the Company received two offers for mutually exclusive components of the vivo 1.5 million during the second quarter of 2022. The Company recorded an impairment recovery of $ 388 thousand during the third quarter of 2022 based upon September 30, 2022 vivo The following tables present changes in fair value of level 3 valued instruments as of and for the nine months ended September 30, 2022 and 2021: Schedule of Changes in Fair Value of Level 3 Valued Instruments vivoPharm Business Balance – December 31, 2021 $ 11,000 Additions - Measurement adjustments (5,528 ) Settlement - Balance – September 30, 2022 $ 5,472 2020 Warrant Embedded Derivative Balance – December 31, 2020 $ - $ - $ 1,690 Additions 3,746 635 325 Measurement adjustments 4 (214 ) 250 Settlement (3,750 ) (421 ) (2,265 ) Balance – September 30, 2021 $ - $ - $ - |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 11. 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 income (loss) per share calculations for the three and nine months ended September 30, 2022 and 2021: Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Income (Loss) Per Share 2022 2021 2022 2021 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Net loss from continuing operations $ (3,647 ) $ (3,274 ) $ (12,378 ) $ (14,586 ) Net income (loss) from discontinuing operations 184 (1,187 ) (6,053 ) (1,427 ) Net loss $ (3,463 ) $ (4,461 ) $ (18,431 ) $ (16,013 ) Basic and diluted weighted average shares outstanding 5,882,560 5,797,162 5,856,159 4,095,951 Basic and diluted net income (loss) per share: Continuing operations $ (0.62 ) $ (0.57 ) $ (2.11 ) $ (3.56 ) Discontinuing operations 0.03 (0.20 ) (1.04 ) (0.35 ) Net loss per shares attributable to common stockholder, basic and diluted $ (0.59 ) $ (0.77 ) $ (3.15 ) $ (3.91 ) The following securities were not included in the computation of diluted shares outstanding for the for the three and nine months ended September 30, 2022 and 2021 because the effect would be anti-dilutive: Schedule of Computation of Diluted Shares Outstanding 2022 2021 2022 2021 Three months ended Nine months ended 2022 2021 2022 2021 Common stock warrants 458,598 460,315 458,598 460,315 Common stock options 484,781 430,567 484,781 430,567 Restricted stock 68,899 - 68,899 - Total 1,012,278 890,882 1,012,278 890,882 Anti-dilutive securities 1,012,278 890,882 1,012,278 890,882 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation The Company has two pre-Merger legacy equity incentive plans: the Cancer Genetics Inc. 2011 Equity Incentive Plan (the “2011 Plan”), and the StemoniX Inc. 2015 Stock Option Plan (the “2015 Plan”, and collectively, 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 10 900,000 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. After the Merger, the Company used Vyant’s historical volatility to determine the expected volatility of post-Merger option grants. 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. On March 30, 2021, the Company granted 230,300 15,618 stock options to independent Board members and a restricted stock unit (“RSU”) of 1,735 25% During the nine months ended September 30, 2022, the Company granted 27,516 81,929 121,344 68,899 As of September 30, 2022, there were 492,288 Schedule of Assumptions for Stock Option Grants 2022 2021 Valuation assumptions Expected dividend yield 0.0 % 0.0 % Expected volatility 56.3% 70.7 % 70.0% 123.0 % Expected term (years) – simplified method 3.0 6.1 5.5 6.1 Risk-free interest rate 2.04% 3.0 % 0.95% 1.16 % Stock option activity during the nine months ended September 30, 2022 and 2021 is as follows: Schedule of Stock Option Activity Number of Options Weighted average exercise price Weighted average remaining contractual term Balance as of January 1, 2021 151,277 $ 9.10 8.7 Granted 256,187 22.70 Additional options grant StemoniX holders 38,376 23.05 Options assumed in Merger 11,168 229.75 Exercised (5,983 ) 6.20 Forfeited (18,217 ) 19.10 Expired (2,241 ) 7.25 Balance as of September 30, 2021 430,567 $ 23.80 8.8 Balance as of January 1, 2022 464,019 20.95 7.4 Granted 148,860 5.02 Exercised (1,034 ) 4.80 Forfeited (94,364 ) 14.94 Expired (32,700 ) 42.51 Balance as of September 30, 2022 484,781 $ 15.34 8.2 Exercisable as of September 30, 2022 198,844 $ 19.58 7.1 The weighted average grant-date fair value of options granted during the nine months ended September 30, 2022 and 2021 was $ 2.51 19.45 The aggregate intrinsic value of options outstanding as of September 30, 2022 was $ 1 1 5 0 The Company recognized stock-based compensation related to different instruments for the three and nine months ended September 30 as follows: Schedule of Share Based Compensation Activity 1 2 3 4 For the three months For the nine months 2022 2021 2022 2021 Stock Options $ 162 $ 117 $ 559 $ 805 Shares issued for services 143 10 306 20 Total $ 305 $ 127 $ 865 $ 825 Share based compensation $ 305 $ 127 $ 865 $ 825 As of September 30, 2022, there was $ 2.5 2.5 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. 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 the three and nine months ended September 30, 2022, three and four customers accounted for approximately 91% 76% 67% 56% During the three and nine months ended September 30, 2022, approximately, 47% 44%, 17% 23% Customers representing 10% or more of the Company’s total revenue from continuing operations for the three and nine months ended September 30, 2022 and 2021 are presented in the table below: Schedule of Customers Representing Revenues Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Customer A 47 % 13 % 39 % 18 % Customer B n/a 12 % 11 % 11 % Customer C n/a 19 % 4 % 12 % Customer D 26 % 1 % 16 % n/a Customer E 18 % n/a 10 % n/a Customer F n/a 23 % n/a 15 % |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions The Company raised approximately $ 3.9 28,778 29.5295 During the first quarter of 2022, the Company paid a third-party collaboration partner $ 39 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 15. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events vivo Pharm Sale As described in Note 1, on November 2, 2022, the Company closed on a definitive agreement with Reaction Biology Corporation for Reaction to acquire Vyant Bio’s subsidiary vivoPharm LLC, located in Hershey, Pennsylvania. Reverse Stock Split As described in Note 1, on July 14, 2022, the Company’s stockholders approved a reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of Common Stock in the range of one for five to one for fifteen shares. On October 18, 2022, the Company’s Board of Directors approved a Reverse Split of one for five shares effective November 1, 2022. As a result of the reverse split, every 5 shares of the Company’s Common Stock issued and outstanding were converted into one share of Common Stock. No fractional shares were issued in connection with the reverse split. Stockholders who would otherwise be entitled to a fractional share of Common Stock instead will receive cash in lieu of fractional shares based on the closing sales price of the Company’s Common Stock as quoted on the Nasdaq Global Market on the five trading days immediately prior to November 1, 2022. The reverse split did not reduce the number of authorized shares of the Common Stock or preferred stock (the “Preferred Stock”) or change the par values of the Company’s Common Stock or Preferred Stock. The Reverse Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the reverse split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding common stock options, warrants and restricted stock units entitling their holders to receive or purchase shares of the Company’s Common Stock have been adjusted as a result of the reverse split, as required by the terms of each security. All historical share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Reverse Split. Equipment Financing Arrangement In July 2022, the Company signed an equipment financing arrangement to finance $ 238 17 5 Australian Adult Clinical Trial The Company’s Australian subsidiary, vivoPharm Pty Ltd, entered into a master services agreement and related statement of work with an Australian contract research organization in November 2022 to support the Company’s adult Rett Syndrome clinical trial. The statement of work aggregates approximately 3.9 |
Cancer Genetics, Inc. Merger (T
Cancer Genetics, Inc. Merger (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Allocation of the Purchase Price Consideration | 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 Nine months ended Total revenue $ 5,294 Net loss (10,777 ) Pro forma loss per common share, basic and diluted (1.85 ) Pro forma weighted average number of common shares basic and diluted 5,795,520 |
Discontinuing Operations (Table
Discontinuing Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinuing Operations from Income Statement and Balance Sheet | Results of discontinuing operations were as follows for the three and nine months ended September 30, 2022 and 2021: Schedule of Discontinuing Operations from Income Statement and Balance Sheet 2022 2021 2022 2021 Three months ended Nine months ended 2022 2021 2022 2021 Revenue $ 2,140 $ 1,251 $ 5,180 $ 2,887 Cost of goods sold 1,097 952 2,477 1,901 General and administrative 1,287 1,489 3,428 2,419 Impairment charge (recovery) of goodwill and intangible assets (388 ) - 5,415 - Total operating costs and expenses 1,996 2,441 11,320 4,320 Income (loss) from discontinuing operations 144 (1,190 ) (6,140 ) (1,433 ) Total other (expense) income - 3 3 6 Income (loss) from discontinuing operations before income taxes 144 (1,187 ) (6,137 ) (1,427 ) Income tax benefit 40 - 84 - Net income (loss) from discontinuing operations $ 184 $ (1,187 ) $ (6,053 ) $ (1,427 ) Assets and liabilities of discontinuing operations were as follows as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Accounts receivable $ 796 $ 457 Other current assets 326 345 Assets of discontinuing operations - current 1,122 802 Fixed assets, net of accumulated depreciation 242 163 Operating lease right-of-use assets 844 30 Intangible assets, net 5,511 8,787 Goodwill - 2,164 Other assets 366 364 Assets of discontinuing operations - non-current 6,963 11,508 Accounts payable $ 810 $ 358 Accrued expense 363 418 Obligation under operating lease, current 152 29 Obligation under finance lease, current 30 32 Deferred revenue 1,935 1,911 Taxes payable 275 365 Other current liabilities 280 409 Liabilities of discontinued operations - current 3,845 3,522 Obligations under operating leases, less current 709 2 Obligations under finance leases, less current 19 47 Liabilities of discontinued operations - non-current 728 49 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of September 30, 2022 and December 31, 2021: Schedule of Intangible Assets September 30, 2022 December 31, 2021 Customer relationships $ 5,241 $ 8,000 Trade name 983 1,500 Intangible assets, net 6,224 9,500 Less accumulated amortization (713 ) (713 ) Intangible assets, net $ 5,511 $ 8,787 |
Schedule of Goodwill Rollforward | Goodwill arising from the Merger was solely attributed to the vivo Schedule of Goodwill Rollforward 2022 Beginning balance, January 1 $ 2,164 Purchase price adjustments - Impairment charge (2,164 ) Ending balance, September 30 $ - |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: Schedule of Inventory September 30, 2022 December 31, 2021 Finished goods $ - $ 23 Work in process 59 138 Raw materials 7 314 Total inventory $ 66 $ 475 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 December 31, 2021 Equipment $ 2,962 $ 2,733 Furniture and fixtures 6 6 Leasehold improvements 612 251 Fixed assets, gross 3,580 2,990 Less accumulated depreciation (2,357 ) (1,970 ) Total $ 1,223 $ 1,020 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Components of Lease Expense and Supplemental Information | The components of operating and finance lease expenses for the three and nine months ended September 30, 2022 and 2021 are as follows: Components of Lease Expense and Supplemental Information 2022 2021 2022 2021 Three months ended Nine months ended 2022 2021 2022 2021 Operating lease costs $ 110 $ 149 $ 332 $ 441 Finance lease costs: Depreciation of ROU assets 61 - 141 - Interest on lease liabilities 11 - 25 - Total finance lease cost 72 - 166 - Variable lease costs - - - - Short-term lease costs - - - - Total lease cost $ 182 $ 149 $ 498 $ 441 |
Schedule of Amounts Reported in the Consolidated Balance Sheet | Amounts reported in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 are as follows: Schedule of Amounts Reported in the Consolidated Balance Sheet 2022 2021 Operating leases: Operating lease ROU assets, net $ 1,617 $ 673 Operating lease current liabilities 303 174 Operating lease long-term liabilities 1,383 516 Total operating lease liabilities 1,686 690 Finance leases: Equipment 743 477 Accumulated depreciation (181 ) (63 ) Finance leases, net 562 414 Current installment obligations under finance leases 247 157 Long-term portion of obligations under finance leases 338 293 Total finance lease liabilities $ 585 $ 450 |
Schedule of Other Information Related to Lease | Other information related to leases from continuing operations for the nine months ended September 30, are as follows: Schedule of Other Information Related to Lease 2022 2021 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 193 $ 263 Financing cash flow from finance leases 135 - Weighted average remaining lease term: Operating leases 4.69 5.68 Finance leases 2.29 - Weighted average discount rate: Operating leases 8.3 % 9.9 % Finance leases 6.9 % - |
Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases | Annual payments of lease liabilities under noncancelable leases from continuing operations as of September 30, 2022 are as follows: Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases Operating leases Finance leases Remainder of 2022 $ 106 $ 70 2023 433 280 2024 423 235 2025 427 51 2026 441 - 2027 215 - Thereafter - - Total undiscounted lease payments 2,045 636 Less: Imputed interest (359 ) (51 ) Total lease liabilities $ 1,686 $ 585 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of All Common Stock Warrants Outstanding | Summary of All Common Stock Warrants Outstanding Issuance Related to: Exercise Price Outstanding Warrants Expiration Dates 2020 Convertible Note $ 29.55 28,778 Feb 23, 2026 2021 offerings $ 17.50 324,828 Feb 10, 2026 - Aug 3, 2026 Advisory fees $ 12.10 37.95 98,578 Jan 9, 2024 - Oct 28, 2025 Debt $ 138.00 2,955 Mar 22, 2024 Debt $ 2,250.00 1,837 Oct 17, 2022 - Dec 7, 2022 Debt $ 1,500.00 1,622 Oct 17, 2022 Total 458,598 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 nine months ended September 30, 2022 and 2021: Schedule of Changes in Fair Value of Level 3 Valued Instruments vivoPharm Business Balance – December 31, 2021 $ 11,000 Additions - Measurement adjustments (5,528 ) Settlement - Balance – September 30, 2022 $ 5,472 2020 Warrant Embedded Derivative Balance – December 31, 2020 $ - $ - $ 1,690 Additions 3,746 635 325 Measurement adjustments 4 (214 ) 250 Settlement (3,750 ) (421 ) (2,265 ) Balance – September 30, 2021 $ - $ - $ - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Income (Loss) Per Share | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted income (loss) per share calculations for the three and nine months ended September 30, 2022 and 2021: Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Income (Loss) Per Share 2022 2021 2022 2021 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Net loss from continuing operations $ (3,647 ) $ (3,274 ) $ (12,378 ) $ (14,586 ) Net income (loss) from discontinuing operations 184 (1,187 ) (6,053 ) (1,427 ) Net loss $ (3,463 ) $ (4,461 ) $ (18,431 ) $ (16,013 ) Basic and diluted weighted average shares outstanding 5,882,560 5,797,162 5,856,159 4,095,951 Basic and diluted net income (loss) per share: Continuing operations $ (0.62 ) $ (0.57 ) $ (2.11 ) $ (3.56 ) Discontinuing operations 0.03 (0.20 ) (1.04 ) (0.35 ) Net loss per shares attributable to common stockholder, basic and diluted $ (0.59 ) $ (0.77 ) $ (3.15 ) $ (3.91 ) |
Schedule of Computation of Diluted Shares Outstanding | The following securities were not included in the computation of diluted shares outstanding for the for the three and nine months ended September 30, 2022 and 2021 because the effect would be anti-dilutive: Schedule of Computation of Diluted Shares Outstanding 2022 2021 2022 2021 Three months ended Nine months ended 2022 2021 2022 2021 Common stock warrants 458,598 460,315 458,598 460,315 Common stock options 484,781 430,567 484,781 430,567 Restricted stock 68,899 - 68,899 - Total 1,012,278 890,882 1,012,278 890,882 Anti-dilutive securities 1,012,278 890,882 1,012,278 890,882 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Assumptions for Stock Option Grants | Schedule of Assumptions for Stock Option Grants 2022 2021 Valuation assumptions Expected dividend yield 0.0 % 0.0 % Expected volatility 56.3% 70.7 % 70.0% 123.0 % Expected term (years) – simplified method 3.0 6.1 5.5 6.1 Risk-free interest rate 2.04% 3.0 % 0.95% 1.16 % |
Schedule of Stock Option Activity | Stock option activity during the nine months ended September 30, 2022 and 2021 is as follows: Schedule of Stock Option Activity Number of Options Weighted average exercise price Weighted average remaining contractual term Balance as of January 1, 2021 151,277 $ 9.10 8.7 Granted 256,187 22.70 Additional options grant StemoniX holders 38,376 23.05 Options assumed in Merger 11,168 229.75 Exercised (5,983 ) 6.20 Forfeited (18,217 ) 19.10 Expired (2,241 ) 7.25 Balance as of September 30, 2021 430,567 $ 23.80 8.8 Balance as of January 1, 2022 464,019 20.95 7.4 Granted 148,860 5.02 Exercised (1,034 ) 4.80 Forfeited (94,364 ) 14.94 Expired (32,700 ) 42.51 Balance as of September 30, 2022 484,781 $ 15.34 8.2 Exercisable as of September 30, 2022 198,844 $ 19.58 7.1 |
Schedule of Share Based Compensation Activity | The Company recognized stock-based compensation related to different instruments for the three and nine months ended September 30 as follows: Schedule of Share Based Compensation Activity 1 2 3 4 For the three months For the nine months 2022 2021 2022 2021 Stock Options $ 162 $ 117 $ 559 $ 805 Shares issued for services 143 10 306 20 Total $ 305 $ 127 $ 865 $ 825 Share based compensation $ 305 $ 127 $ 865 $ 825 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Customers Representing Revenues | Customers representing 10% or more of the Company’s total revenue from continuing operations for the three and nine months ended September 30, 2022 and 2021 are presented in the table below: Schedule of Customers Representing Revenues Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Customer A 47 % 13 % 39 % 18 % Customer B n/a 12 % 11 % 11 % Customer C n/a 19 % 4 % 12 % Customer D 26 % 1 % 16 % n/a Customer E 18 % n/a 10 % n/a Customer F n/a 23 % n/a 15 % |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) $ in Millions | Nov. 02, 2022 | Jul. 14, 2022 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Reverse stock split | As a result of the reverse split, every 5 shares of the Company’s Common Stock issued and outstanding were converted into one share of Common Stock. No fractional shares were issued in connection with the reverse split. Stockholders who would otherwise be entitled to a fractional share of Common Stock instead received cash in lieu of fractional shares based on the average of the closing sales prices of the Company’s Common Stock as quoted on the Nasdaq Capital Market on the five trading days immediately prior to November 1, 2022. The reverse split did not reduce the number of authorized shares of the Common Stock or preferred stock (the “Preferred Stock”) or change the par values of the Company’s Common Stock or Preferred Stock. The Reverse Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the reverse split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding common stock options, warrants and restricted stock units entitling their holders to receive or purchase shares of the Company’s Common Stock have been adjusted as a result of the reverse split, as required by the terms of each security. All historical share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Reverse Split. | |
Vivo Pharm Pty Ltd [Member] | Subsequent Event [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Gain (Loss) on Disposition of Assets | $ 5.5 | |
Upfront cash adjustment | 5.5 | |
Disposal Group, Including Discontinued Operation, Assets | 4.4 | |
Business Exit Costs | $ 0.6 |
Schedule of Preliminary Allocat
Schedule of Preliminary Allocation of the Purchase Price Consideration (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Mar. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,164 | ||
StemoniX [Member] | |||
Business Acquisition [Line Items] | |||
Cash and equivalents | $ 30,163 | ||
Accounts receivable | 705 | ||
Other current assets | 1,033 | ||
Intangible assets | 9,500 | ||
Fixed assets | 160 | ||
Goodwill | 22,380 | ||
Long-term prepaid expenses and other assets | 1,381 | ||
Total assets acquired | 65,322 | ||
Accounts payable and accrued expenses | 3,107 | ||
Current liabilities of discontinuing operations | 447 | ||
Obligations under operating leases | 198 | ||
Obligations under finance leases | 106 | ||
Deferred revenue | 1,179 | ||
Payroll and income taxes payable | 365 | ||
Total liabilities assumed | 5,402 | ||
Net assets acquired: | 59,920 | ||
StemoniX [Member] | Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Cash and equivalents | 30,163 | ||
Accounts receivable | 705 | ||
Other current assets | 806 | ||
Intangible assets | 9,500 | ||
Fixed assets | 416 | ||
Goodwill | 22,164 | ||
Long-term prepaid expenses and other assets | 1,381 | ||
Total assets acquired | 65,135 | ||
Accounts payable and accrued expenses | 2,670 | ||
Current liabilities of discontinuing operations | 588 | ||
Obligations under operating leases | 198 | ||
Obligations under finance leases | 106 | ||
Deferred revenue | 1,293 | ||
Payroll and income taxes payable | 360 | ||
Total liabilities assumed | 5,215 | ||
Net assets acquired: | 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) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) $ / shares shares | |
Business Combination and Asset Acquisition [Abstract] | |
Total revenue | $ 5,294 |
Net loss | $ (10,777) |
Pro forma loss per common share, basic and diluted | $ / shares | $ (1.85) |
Pro forma weighted average number of common shares basic and diluted | shares | 5,795,520 |
Cancer Genetics, Inc. Merger (D
Cancer Genetics, Inc. Merger (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Mar. 30, 2021 | Aug. 21, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 30, 2022 | Dec. 31, 2021 | Feb. 23, 2021 | |
Business Acquisition [Line Items] | |||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Business combination, acquisition related costs | $ 2,310 | ||||||||
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 | 82,000 | 161,000 | |||||||
StemoniX [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 9,500 | ||||||||
StemoniX [Member] | Merger Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during period, shares, new issues | 160,942 | ||||||||
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 | 2,201,437 | ||||||||
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 | 431,537 | ||||||||
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 | 11,181 | ||||||||
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 | 3,595,508 | ||||||||
Common stock, par or stated value per share | $ 0.0001 | ||||||||
Share-based payment award, shares purchased for award | 178,356 | ||||||||
Share-based payment arrangement, option, exercise price range, lower range limit | $ 3.30 | ||||||||
Share-based payment arrangement, option, exercise price range, upper range limit | 23.05 | ||||||||
Exercise price range, exercisable, weighted average exercise price | $ 7.30 | ||||||||
StemoniX [Member] | Investor [Member] | Merger Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Share-based payment award, shares purchased for award | 28,778 | ||||||||
Shares issued, price per share | $ 29.5295 | $ 29.5295 | $ 29.5295 | $ 29.5295 | |||||
StemoniX and Cancer Genetics Inc [Member] | Merger Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, acquisition related costs | $ 2,300 | ||||||||
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 | $ 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 | $ 8,000 | |||||||
Royalty payment percentage | 1% |
Schedule of Discontinuing Opera
Schedule of Discontinuing Operations from Income Statement and Balance Sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Revenue | $ 2,140 | $ 1,251 | $ 5,180 | $ 2,887 | |
Cost of goods sold | 1,097 | 952 | 2,477 | 1,901 | |
General and administrative | 1,287 | 1,489 | 3,428 | 2,419 | |
Impairment charge (recovery) of goodwill and intangible assets | (388) | 5,415 | |||
Total operating costs and expenses | 1,996 | 2,441 | 11,320 | 4,320 | |
Income (loss) from discontinuing operations | 144 | (1,190) | (6,140) | (1,433) | |
Total other (expense) income | 3 | 3 | 6 | ||
Income (loss) from discontinuing operations before income taxes | 144 | (1,187) | (6,137) | (1,427) | |
Income tax benefit | 40 | 84 | |||
Net income (loss) from discontinuing operations | 184 | $ (1,187) | (6,053) | $ (1,427) | |
Accounts receivable | 796 | 796 | $ 457 | ||
Other current assets | 326 | 326 | 345 | ||
Assets of discontinuing operations - current | 1,122 | 1,122 | 802 | ||
Fixed assets, net of accumulated depreciation | 242 | 242 | 163 | ||
Operating lease right-of-use assets | 844 | 844 | 30 | ||
Intangible assets, net | 5,511 | 5,511 | 8,787 | ||
Goodwill | 2,164 | ||||
Other assets | 366 | 366 | 364 | ||
Assets of discontinuing operations - non-current | 6,963 | 6,963 | 11,508 | ||
Accounts payable | 810 | 810 | 358 | ||
Accrued expense | 363 | 363 | 418 | ||
Obligation under operating lease, current | 152 | 152 | 29 | ||
Obligation under finance lease, current | 30 | 30 | 32 | ||
Deferred revenue | 1,935 | 1,935 | 1,911 | ||
Taxes payable | 275 | 275 | 365 | ||
Other current liabilities | 280 | 280 | 409 | ||
Liabilities of discontinued operations - current | 3,845 | 3,845 | 3,522 | ||
Obligations under operating leases, less current | 709 | 709 | 2 | ||
Obligations under finance leases, less current | 19 | 19 | 47 | ||
Liabilities of discontinued operations - non-current | $ 728 | $ 728 | $ 49 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 6,224 | $ 9,500 |
Less accumulated amortization | (713) | (713) |
Intangible assets, net | 5,511 | 8,787 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | 5,241 | 8,000 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 983 | $ 1,500 |
Schedule of Goodwill Rollforwar
Schedule of Goodwill Rollforward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Beginning balance | $ 2,164 |
Purchase price adjustments | |
Impairment charge | (2,164) |
Ending balance |
Discontinuing Operations (Detai
Discontinuing Operations (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Nov. 02, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Asset Impairment Charges | $ 388 | $ 1,500 | $ 4,300 | $ 20,200 | ||
Goodwill, Written off Related to Sale of Business Unit | 2,200 | |||||
Liabilities of discontinuing operations - current | 3,845 | 3,522 | ||||
Increase of rightofuse asset | $ 1,000 | |||||
Cancer Genetics Inc [Member] | ||||||
Liabilities of discontinuing operations - current | $ 280 | $ 409 | ||||
Trade Names [Member] | ||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 300 | |||||
Customer Relationships [Member] | ||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 1,800 | |||||
Vivo Pharm Pty Ltd [Member] | Subsequent Event [Member] | ||||||
Upfront cash payment received | $ 5,500 | |||||
Upfront cash adjustment | 5,500 | |||||
Upfront cash total | 4,400 | |||||
Exit cost | 600 | |||||
Agreed to retain liabilities | $ 357 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 23 | |
Work in process | 59 | 138 |
Raw materials | 7 | 314 |
Total inventory | $ 66 | $ 475 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 3,580 | $ 2,990 |
Less accumulated depreciation | (2,357) | (1,970) |
Total | 1,223 | 1,020 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 2,962 | 2,733 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 6 | 6 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 612 | $ 251 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 124 | $ 143 | $ 400 | $ 410 |
Components of Lease Expense and
Components of Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||||
Operating lease costs | $ 110 | $ 149 | $ 332 | $ 441 |
Depreciation of ROU assets | 61 | 141 | ||
Interest on lease liabilities | 11 | 25 | ||
Total finance lease cost | 72 | 166 | ||
Variable lease costs | ||||
Short-term lease costs | ||||
Total lease cost | $ 182 | $ 149 | $ 498 | $ 441 |
Schedule of Amounts Reported in
Schedule of Amounts Reported in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease ROU assets, net | $ 1,617 | $ 673 |
Operating lease current liabilities | 303 | 174 |
Operating lease long-term liabilities | 1,383 | 516 |
Total operating lease liabilities | 1,686 | 690 |
Equipment | 743 | 477 |
Accumulated depreciation | (181) | (63) |
Finance leases, net | 562 | 414 |
Current installment obligations under finance leases | 247 | 157 |
Long-term portion of obligations under finance leases | 338 | 293 |
Total finance lease liabilities | $ 585 | $ 450 |
Schedule of Other Information R
Schedule of Other Information Related to Lease (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||
Operating lease payments | $ 193 | $ 263 |
Finance lease and interest payments | $ 135 | |
Operating lease, weighted average remaining lease term | 4 years 8 months 8 days | 5 years 8 months 4 days |
Finance leaseweighted average remaining lease term | 2 years 3 months 14 days | |
Operating lease, weighted average discount rate, percent | 8.30% | 9.90% |
Finance leaseweighted average discount rate, percent | 6.90% |
Schedule of Annual Payments of
Schedule of Annual Payments of Lease Liabilities Under Noncancelable Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Remainder of 2022, Operating lease | $ 106 | |
Remainder of 2022, Finance lease | 70 | |
2023, Operating lease | 433 | |
2023, Finance lease | 280 | |
2024, Operating lease | 423 | |
2024, Finance lease | 235 | |
2025, Operating lease | 427 | |
2025, Finance lease | 51 | |
2026, Operating lease | 441 | |
2026, Finance lease | ||
2027, Operating lease | 215 | |
2027, Finance lease | ||
Thereafter, Operating lease | ||
Thereafter, Finance lease | ||
Total undiscounted lease payments, Operating lease | 2,045 | |
Total undiscounted lease payments, Finance lease | 636 | |
Less: Imputed interest, Operating lease | (359) | |
Less: Imputed interest, Finance lease | (51) | |
Total lease liabilities, Operating lease | 1,686 | $ 690 |
Total lease liabilities, Finance lease | $ 585 | $ 450 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Millions | Jan. 31, 2022 USD ($) |
Leases | |
Finance lease, right-of-use asset | $ 1.2 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits excluding interest and penalties | $ 0 | $ 0 |
Accrued interest and penalties relating to unrecognized tax benefits | $ 0 | $ 0 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Mar. 30, 2021 | Feb. 23, 2021 | Feb. 08, 2021 | Aug. 21, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Mar. 12, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 04, 2020 | |
Debt Instrument [Line Items] | ||||||||||||
Additional shares issued in cancellation | $ (250) | |||||||||||
Proceeds from convertible debt | $ 5,022 | |||||||||||
Payments to related parties | 39 | |||||||||||
Loss on debt extinguishment | $ 2,500 | |||||||||||
Merger Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants to purchase common stock | 28,778 | |||||||||||
Small Business Administration [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible debt | $ 10 | |||||||||||
StemoniX [Member] | Merger Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exchnage shares issued | 160,942 | |||||||||||
StemoniX [Member] | Investor [Member] | Merger Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants to purchase common stock | 28,778 | 28,778 | ||||||||||
Warrant exercise price per share | $ 29.5295 | $ 29.5295 | $ 29.5295 | |||||||||
StemoniX [Member] | Convertible Notes [Member] | Investor [Member] | Merger Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible debt | $ 3,000 | $ 1,250 | ||||||||||
Economic Injury Disaster Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 57 | $ 57 | ||||||||||
Annual principal payments | 1 | $ 1 | ||||||||||
Proceeds from convertible debt | $ 57 | |||||||||||
Debt instrument effective interest rate | 3.75% | |||||||||||
Debt payment terms | repayable in monthly installments starting in December 2022 | |||||||||||
2020 Convertible Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible debt | $ 10,000 | $ 3,000 | ||||||||||
Proceeds from convertible debt | $ 5,000 | $ 3,900 | ||||||||||
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] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Outstanding principal amount | 12,700 | |||||||||||
Accrued interest | $ 468 | |||||||||||
Exchnage shares issued | 667,788 | |||||||||||
Debt, weighted average interest rate | 18.22% | |||||||||||
2020 Convertible Notes [Member] | StemoniX [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Payments to related parties | $ 3,900 | |||||||||||
2020 Convertible Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Additional shares issued in cancellation | $ 3,900 | |||||||||||
2020 Convertible Notes [Member] | Series B Preferred Stock [Member] | StemoniX [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Minimum preferred stock percentage | 5% | |||||||||||
2020 Convertible Notes [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible debt | $ 10,000 | |||||||||||
Paycheck Protection Program [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from loans | $ 730 | |||||||||||
Paycheck Protection Program and CARES Act [Member] | Economic Injury Plan Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan forgiveness | $ 730 |
Summary of All Common Stock War
Summary of All Common Stock Warrants Outstanding (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Outstanding Warrants | shares | 458,598 |
2020 Convertible Note [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 29.55 |
Outstanding Warrants | shares | 28,778 |
Warrants maturity date description | Feb. 23, 2026 |
2021 Offering [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 17.50 |
Outstanding Warrants | shares | 324,828 |
Warrants maturity date description | Feb 10, 2026 - Aug 3, 2026 |
Advisory Fees [Member] | |
Class of Warrant or Right [Line Items] | |
Outstanding Warrants | shares | 98,578 |
Warrants maturity date description | Jan 9, 2024 - Oct 28, 2025 |
Advisory Fees [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 12.10 |
Advisory Fees [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | 37.95 |
Debt One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 138 |
Outstanding Warrants | shares | 2,955 |
Warrants maturity date description | Mar. 22, 2024 |
Debt Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 2,250 |
Outstanding Warrants | shares | 1,837 |
Warrants maturity date description | Oct 17, 2022 - Dec 7, 2022 |
Debt Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 1,500 |
Outstanding Warrants | shares | 1,622 |
Warrants maturity date description | Oct. 17, 2022 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 08, 2022 | Mar. 28, 2022 | Mar. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 23, 2021 | |
Class of Stock [Line Items] | ||||||||||
Fair value of warrants | $ (214,000) | |||||||||
Warrant and rights issued | 431,537 | 431,537 | ||||||||
Warrants and rights outstanding | 458,598 | 458,598 | ||||||||
Cancer Genetics Inc Merger [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants and rights outstanding | 429,820 | 429,820 | ||||||||
Preferred Stock Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of warrants into stock | 8,621 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 4,611,587 | |||||||||
Shares exchanged for common stock | 1,194,701 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 3,489,470 | |||||||||
Shares exchanged for common stock | 904,834 | |||||||||
Series C Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Payments of Stock Issuance Costs | $ 214,000 | |||||||||
Shares exchanged for common stock | 139,879 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,000,000 | |||||||||
Lincoln Park Capital Fund LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Payments of Stock Issuance Costs | $ 0 | $ 250,000 | ||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of Incremental shares to StemoniX shareholders upon Merger, shares | 81,190 | |||||||||
Agreement description | Under the Purchase Agreement, the Company may from time to time for 30 months following May 9, 2022 (the “Commencement Date”), at its discretion, direct Lincoln Park to purchase on any single business day, or a Regular Purchase, up to (i) 10,000 common shares, (ii) 15,000 common shares if the closing sale price of its common shares is not below $7.50 per share on Nasdaq or (iii) 20,000 common shares if the closing sale price of its common shares is not below $12.50 per share on Nasdaq | |||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate offering price | $ 15,000,000 | |||||||||
Sales Agreement [Member] | Canaccord Genuity LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Commission percentage | 3% | |||||||||
Fees and disbursements | $ 75,000 | |||||||||
Sales Agreement [Member] | Canaccord Genuity LLC [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate offering price | $ 20,000,000 | |||||||||
Merger Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant to purchase shares | 28,778 | |||||||||
Warrants exercise price | $ 29.5295 | |||||||||
Fair value of warrants | $ 214,000 | |||||||||
Merger Agreement [Member] | Investor Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Fair value of warrants | $ 421,000 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Level 3 Valued Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Additions | $ (250) | |||
2020 Convertible Note [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Beginning Balance | ||||
Additions | 3,746 | |||
Measurement adjustments | 4 | |||
Settlement | (3,750) | |||
Ending Balance | ||||
Warrants [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Beginning Balance | ||||
Additions | 635 | |||
Measurement adjustments | (214) | |||
Settlement | (421) | |||
Ending Balance | ||||
Embedded Derivative [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Beginning Balance | 1,690 | |||
Additions | 325 | |||
Measurement adjustments | 250 | |||
Settlement | (2,265) | |||
Ending Balance | ||||
Vivo Pharm Pty Ltd [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Beginning Balance | 11,000 | |||
Additions | ||||
Measurement adjustments | (5,528) | |||
Settlement | ||||
Ending Balance | $ 5,472 | $ 5,472 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value measurement | $ 4,500 | ||||
Impairment charge | 4,300 | ||||
Estimated disposal costs | $ 4,900 | $ 9,200 | $ 4,900 | ||
Impairment charge | 388 | $ 1,500 | $ 4,300 | $ 20,200 | |
Impairment recovery | $ 388 | $ 388 | |||
2020 Convertible Notes [Member] | Measurement Input, Exercise Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants exercise price per share | $ / shares | $ 2.01 | $ 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 | 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 | 0.86 | 0.86 | |||
2020 Convertible Notes [Member] | Measurement Input, Expected Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and rights outstanding, term | 5 years | 5 years | |||
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 | ||||
2020 Convertible Notes [Member] | Investor [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Investment in debt | $ 3,000 | $ 3,000 |
Schedule of Reconciliation of N
Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (3,647) | $ (3,274) | $ (12,378) | $ (14,586) |
Net income (loss) from discontinuing operations | 184 | (1,187) | (6,053) | (1,427) |
Net loss | $ (3,463) | $ (4,461) | $ (18,431) | $ (16,013) |
Basic and diluted weighted average shares outstanding | 5,882,560 | 5,797,162 | 5,856,159 | 4,095,951 |
Basic and diluted net income (loss) per share: | ||||
Continuing operations | $ (0.62) | $ (0.57) | $ (2.11) | $ (3.56) |
Discontinuing operations | 0.03 | (0.20) | (1.04) | (0.35) |
Net loss per shares attributable to common stockholder, basic and diluted | $ (0.59) | $ (0.77) | $ (3.15) | $ (3.91) |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 1,012,278 | 890,882 | 1,012,278 | 890,882 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 458,598 | 460,315 | 458,598 | 460,315 |
Common Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 484,781 | 430,567 | 484,781 | 430,567 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 68,899 | 68,899 |
Schedule of Assumptions for Sto
Schedule of Assumptions for Stock Option Grants (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 56.30% | 70% |
Expected term years simplified method | 3 years | 5 years 6 months |
Risk-free interest rate | 2.04% | 0.95% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 70.70% | 123% |
Expected term years simplified method | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free interest rate | 3% | 1.16% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of Options, Beginning Balance | 464,019 | 151,277 | 151,277 | |
Weighted average exercise price, Beginning Balance | $ 20.95 | $ 9.10 | $ 9.10 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 2 months 12 days | 8 years 9 months 18 days | 7 years 4 months 24 days | 8 years 8 months 12 days |
Number of Options, Granted | 148,860 | 256,187 | ||
Weighted average exercise price, Granted | $ 5.02 | $ 22.70 | ||
Number of Options, Additional options grant StemoniX holders | 38,376 | |||
Weighted average exercise price, Additional options grant StemoniX holders | $ 23.05 | |||
Number of Options, assumed in Merger | 11,168 | |||
Weighted average exercise price, Options assumed in Merger | $ 229.75 | |||
Number of Options, Exercised | (1,034) | (5,983) | ||
Weighted average exercise price, Exercised | $ 4.80 | $ 6.20 | ||
Number of Options, Forfeited | (94,364) | (18,217) | ||
Weighted average exercise price, Forfeited | $ 14.94 | $ 19.10 | ||
Number of Options, Expired | (32,700) | (2,241) | ||
Weighted average exercise price, Expired | $ 42.51 | $ 7.25 | ||
Number of Options, Ending Balance | 484,781 | 430,567 | 464,019 | 151,277 |
Weighted average exercise price, Ending Balance | $ 15.34 | $ 23.80 | $ 20.95 | $ 9.10 |
Number of Options, Exercisable | 198,844 | |||
Weighted average exercise price, Exercisable | $ 19.58 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 1 month 6 days |
Schedule of Share Based Compens
Schedule of Share Based Compensation Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation | $ 305 | $ 127 | $ 865 | $ 825 |
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation | 162 | 117 | 559 | 805 |
Shares Issued for Services [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation | $ 143 | $ 10 | $ 306 | $ 20 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Mar. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Option exercisable term | 7 years 1 month 6 days | ||
Additional shares available for grant | 492,288 | ||
Stock options, granted | 148,860 | 256,187 | |
Weighted average grant-date fair value of options | $ 2.51 | $ 19.45 | |
Aggregate intrinsic value | $ 1 | ||
Intrinsic value of options exercisable | 1 | ||
Intrinsic value of options exercisable | 5 | $ 0 | |
Unrecognized compensation cost | $ 2,500 | ||
Share-based payment arrangement, weighted average period | 2 years 6 months | ||
Frozen Stock Option Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Option exercisable term | 10 years | ||
2021 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting percentage | 25% | ||
2021 Equity Incentive Plan [Member] | Officers Key Employees and Non-employee Consultants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Additional shares available for grant | 900,000 | ||
2021 Equity Incentive Plan [Member] | Officers and Other Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options, granted | 230,300 | ||
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] | |||
Stock options, granted | 27,516 | ||
Restricted stock unit grants | 1,735 | 81,929 | |
Restricted stock unit remaining outstanding | 68,899 | ||
2021 Equity Incentive Plan [Member] | Officers and Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options, granted | 121,344 |
Schedule of Customers Represent
Schedule of Customers Representing Revenues (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 47% | 13% | 39% | 18% |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 12% | 11% | 11% | |
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 19% | 4% | 12% | |
Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 26% | 1% | 16% | |
Customer E [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 18% | 10% | ||
Customer F [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 23% | 15% |
Segment Information (Details Na
Segment Information (Details Narrative) - Revenue Benchmark [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer Concentration Risk [Member] | Three Customer [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 91% | |||
Customer Concentration Risk [Member] | Six Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 76% | |||
Customer Concentration Risk [Member] | Six Customer [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 67% | |||
Customer Concentration Risk [Member] | Five Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 56% | |||
Geographic Concentration Risk [Member] | Outside of United States [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 47% | 17% | 44% | 23% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 9 Months Ended | |||
Mar. 12, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 23, 2021 | Aug. 21, 2020 | |
Related Party Transaction [Line Items] | |||||
Proceeds from sale of convertible note | $ 5,022 | ||||
Payments to third-party | $ 39 | ||||
Merger Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Warrants to purchase common stock | 28,778 | ||||
StemoniX [Member] | Investor [Member] | Merger Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Warrants to purchase common stock | 28,778 | 28,778 | |||
Warrants exercise price | $ 29.5295 | $ 29.5295 | $ 29.5295 | ||
2020 Convertible Notes [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from sale of convertible note | $ 5,000 | $ 3,900 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 14, 2022 AUD ($) | Jul. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Subsequent Event [Line Items] | ||||||
Payments to acquire equipment | $ 608 | $ 521 | ||||
Work aggregate amount | $ 1,993 | $ 1,211 | $ 5,232 | $ 2,941 | ||
Equipment Financing Arrangement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payments to acquire equipment | $ 238 | |||||
Down payment | 17 | |||||
Monthly payment | $ 5 | |||||
Australian Adult Clinical Trial [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Work aggregate amount | $ 3.9 |