Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 479-1357 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | VYNT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 24.7 | ||
Entity Common Stock, Shares Outstanding | 6,267,708 | ||
Documents Incorporated by Reference | None. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 34 | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Location | Minneapolis, Minnesota |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 10,041 | $ 20,608 |
Trade accounts and other receivables | 323 | 434 |
Inventory | 53 | 475 |
Prepaid expenses and other current assets | 747 | 895 |
Assets of discontinuing operations – current | 345 | 802 |
Total current assets | 11,509 | 23,214 |
Non-current assets: | ||
Fixed assets, net | 1,106 | 1,020 |
Operating lease right-of-use assets, net | 1,542 | 673 |
Long-term prepaid expenses and other assets | 1,048 | 1,221 |
Assets of discontinuing operations – non-current | 11,508 | |
Total non-current assets | 3,696 | 14,422 |
Total Assets | 15,205 | 37,636 |
Current liabilities: | ||
Accounts payable | 655 | 740 |
Accrued expenses | 1,154 | 764 |
Deferred revenue | 72 | 74 |
Obligations under operating leases, current portion | 313 | 174 |
Obligation under finance lease, current portion | 252 | 157 |
Liabilities of discontinuing operations – current | 1,219 | 3,522 |
Total current liabilities | 3,665 | 5,431 |
Obligations under operating leases, less current portion | 1,301 | 516 |
Obligations under finance leases, less current portion | 273 | 293 |
Long-term debt | 57 | 57 |
Liabilities of discontinuing operations – non-current | 49 | |
Total Liabilities | 5,296 | 6,346 |
Commitments and Contingencies (Note 16) | ||
Stockholders’ Equity | ||
Preferred stock, authorized 9,764 shares $ 0.0001 par value, 0 shares issued and outstanding as of December 31, 2022 and 2021 | ||
Common stock, authorized 100,000 shares, $0.0001 par value, 5,922 and 5,798 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 1 | 1 |
Additional paid-in capital | 111,443 | 110,176 |
Accumulated comprehensive loss | (32) | (74) |
Accumulated deficit | (101,503) | (78,813) |
Total Common Stockholders’ Equity | 9,909 | 31,290 |
Total Liabilities and Stockholders’ Equity | $ 15,205 | $ 37,636 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 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 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,922 | 5,798 |
Common stock, shares outstanding | 5,922 | 5,798 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Total revenue | $ 666 | $ 1,148 |
Operating costs and expenses: | ||
Research and development | 6,772 | 4,273 |
Selling, general and administrative | 8,798 | 8,424 |
Merger related costs | 2,310 | |
Total operating costs and expenses | 16,578 | 16,854 |
Loss from operations | (15,912) | (15,706) |
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 | 12 | 57 |
Interest expense, net | 93 | (372) |
Total other income (expense) | 105 | (2,869) |
Loss from continuing operations before income taxes | (15,807) | (18,575) |
Income tax expense (benefit) | ||
Loss from continuing operations | (15,807) | (18,575) |
Discontinuing operations (net of ($21) and $0 tax (benefit) expense in 2022 and 2021, respectively) | (6,883) | (22,284) |
Net loss | (22,690) | (40,859) |
Cumulative translation adjustment | 42 | (74) |
Comprehensive loss | $ (22,648) | $ (40,933) |
Net loss per share attributed to common stock – basic and diluted: | ||
Net loss per share from continuing operations | $ (2.69) | $ (4.11) |
Net loss per share from discontinuing operations | (1.18) | (4.92) |
Net loss per share | $ (3.87) | $ (9.03) |
Weighted average shares outstanding: | ||
Weighted average common shares outstanding – basic and diluted | 5,868 | 4,525 |
Service [Member] | ||
Revenue: | ||
Total revenue | $ 99 | $ 665 |
Operating costs and expenses: | ||
Cost of goods sold – product | 44 | 408 |
Product [Member] | ||
Revenue: | ||
Total revenue | 567 | 483 |
Operating costs and expenses: | ||
Cost of goods sold – product | $ 964 | $ 1,439 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Income tax benefit | $ 21 | $ 0 |
Consolidated Statements of Temp
Consolidated Statements of Temporary Equity and Common Stockholders' Equity (Deficit) - 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, value 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 | 1,298 | 1,298 | |||||||
Exercise of stock options | 41 | $ 41 | |||||||
Exercise of stock options, shares | 1,000 | 7,419 | |||||||
Foreign currency translation adjustment | (74) | $ (74) | |||||||
Net loss | (40,859) | (40,859) | |||||||
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 | ||||||||
Issuance of Incremental shares to StemoniX shareholders upon Merger | |||||||||
Issuance of incremental shares to StemoniX shareholders upon Merger, shares | 161,000 | ||||||||
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, value at Dec. 31, 2021 | $ 1 | 110,176 | (78,813) | (74) | 31,290 | ||||
Ending balance, shares at Dec. 31, 2021 | 5,798,000 | ||||||||
Stock-based compensation | 1,455 | 1,455 | |||||||
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 common stock, net of issuance costs of $250 | (192) | (192) | |||||||
Issuance of common stock, net of issuance costs, shares | 121,000 | ||||||||
Foreign currency translation adjustment | 42 | 42 | |||||||
Net loss | (22,690) | (22,690) | |||||||
Ending balance, value at Dec. 31, 2022 | $ 1 | $ 111,443 | $ (101,503) | $ (32) | $ 9,909 | ||||
Ending balance, shares at Dec. 31, 2022 | 5,922,000 |
Consolidated Statements of Te_2
Consolidated Statements of Temporary Equity and Common Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Series C Preferred Stock [Member] | |
Payments of Stock Issuance Costs | $ 214 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (22,690) | $ (40,859) |
Net loss from discontinuing operations | 6,883 | 22,284 |
Reconciliation of net loss to net cash used in operating activities, continuing operations: | ||
Stock-based compensation | 1,186 | 1,003 |
Amortization of operating lease right-of-use assets | 321 | 504 |
Depreciation and amortization expense | 522 | 550 |
Change in fair value of share-settlement obligation derivative | 250 | |
Change in fair value of financial instruments | (210) | |
Accretion of debt discount | 173 | |
Loss on conversion of debt | 2,518 | |
Other | (1) | (14) |
Changes in operating assets and liabilities, net of impacts of business combination: | ||
Trade accounts and other receivables | 111 | (77) |
Inventory | 422 | (60) |
Prepaid expense and other assets | 321 | (165) |
Accounts payable | (85) | (1,146) |
Obligations under operating leases | (265) | (499) |
Accrued expenses and other liabilities | 387 | (740) |
Net cash used in operating activities, continuing operations | (12,888) | (16,488) |
Net cash used in operating activities, discontinuing operations | (793) | (505) |
Net cash used in operating activities | (13,681) | (16,993) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (617) | (535) |
Proceeds from patent held for sale and equipment sales | 50 | |
Cash acquired from acquisition | 30,163 | |
Net cash (used in) provided by investing activities, continuing operations | (617) | 29,678 |
Net cash provided by (used in) investing activities, discontinuing operations | 3,880 | (59) |
Net cash provided by investing activities | 3,263 | 29,619 |
Cash Flows from Financing Activities: | ||
Issuance of common stock, net of issuance costs | (188) | 41 |
Issuance of Series C Convertible Preferred Stock, net of issuance costs | 1,786 | |
2020 Convertible Note proceeds, net of issuance costs | 5,022 | |
Principal payments on long-term debt | (82) | |
Proceeds from lease financing | 266 | 492 |
Principal payments on obligations under financing leases | (191) | (37) |
Net cash (used in) provided by financing activities, continuing operations | (113) | 7,222 |
Net cash used in financing activities, discontinuing operations | (36) | (32) |
Net cash (used in) provided by financing activities | (149) | 7,190 |
Net (decrease) increase in cash and cash equivalents | (10,567) | 19,816 |
Cash and cash equivalents, beginning of year | 20,608 | 792 |
Cash and cash equivalents, end of year | 10,041 | 20,608 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 34 | 8 |
Cash paid for income taxes | 8 | |
Non-cash investing activities: | ||
Fair value of non-cash merger consideration | 59,920 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,189 | 83 |
Non-cash financing activities: | ||
Conversion of Convertible Preferred Stock to Common Stock upon Merger | 30,793 | |
Conversion of 2020 Convertible Notes and accrued interest to Common Stock upon Merger | 16,190 | |
Reclass warrant liability to equity upon Merger | $ 421 |
Organization, Description of Bu
Organization, Description of Business, Business Disposals, Offerings and Merger | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Business Disposals, Offerings and Merger | Note 1. Organization, Description of Business, Business Disposals, Offerings and Merger Vyant Bio, Inc. (the “Company”, “Vyant Bio”, “VYNT” or “we”) , As further described in Note 3, i n December 2021, the Company’s Board of Directors approved a plan to sell the vivo vivo vivo The Company is expected to generate minimal revenue from continuing operations as we have substantially ceased the Maple Grove facility’s revenue producing operations to support internal drug discovery programs. The Company had cash and cash equivalents of $ 10.0 101.5 12.8 15.8 20,000,000 15,000,000 Going Concern The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses and negative cash flows from operations since inception, has an accumulated deficit, and is expected to generate minimal revenue from continuing operations as we have substantially ceased the Maple Grove facility’s revenue producing operations to support internal drug discovery programs. The Company is projecting insufficient liquidity to meet its obligations as they become due over the next twelve months. The Company had cash and cash equivalents of $ 10.0 101.5 12.8 15.8 20,000,000 15,000,000 In response to these conditions and based on our current operating plan, the Company plans to reduce expenses, slow cash flows, and evaluate strategic partners to acquire our assets, including our public company as a reverse merger candidate. There are no assurances that we will be able to raise cash in these transactions or find a reverse merger candidate and we may therefore need to complete an orderly winddown of the Company’s operations or, if sufficient funds are not available, bankruptcy. These plans have not yet been finalized and are not within the Company’s control, and therefore cannot be deemed probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Dollar amounts in tables are stated in thousands of U.S. dollars. |
Cancer Genetics, Inc. Merger
Cancer Genetics, Inc. Merger | 12 Months Ended |
Dec. 31, 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 shares of VYNT common stock, par value $ 0.0001 per share (the “Common Stock”) to the holders of StemoniX capital stock (after giving effect to the conversion of all StemoniX preferred shares and StemoniX 2020 Convertible Notes) and StemoniX warrants (which does not include a certain warrant (the “Major Investor Warrant”) issued to a certain StemoniX convertible note holder (the “Major Investor”)), (ii) options to purchase an aggregate of 178,356 shares of Common Stock to the holders of StemoniX options with exercise prices ranging from $ 3.30 to $ 23.05 per share and a weighted average exercise price of $ 7.30 per share, and (iii) a warrant (the “Major Investor Warrant”) to the Major Investor, expiring February 23, 2026 to purchase 28,778 shares of Common Stock at a price of $ 29.5295 per share in exchange for the Major Investor Warrant. The Merger was accounted for as a reverse acquisition with StemoniX being the accounting acquirer of CGI using the acquisition method of accounting. Under acquisition accounting, the assets and liabilities (including executory contracts, commitments and other obligations) of CGI, as of March 30, 2021, the closing date of the Merger, were recorded at their respective fair values and added to those of StemoniX. Any excess of purchase price consideration over the fair values of the identifiable net assets is recorded as goodwill. The total consideration paid by StemoniX in the Merger amounted to $ 59.9 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 the first quarter of 2022, the end of the purchase price allocation period. Schedule of Preliminary Allocation of Purchase Price Consideration Preliminary Adjustments Final Assets acquired: Cash and equivalents $ 30,163 $ - $ 30,163 Accounts receivable 705 - 705 Other current assets 806 227 1,033 Intangible assets 9,500 - 9,500 Fixed assets 416 (256 ) 160 Goodwill 22,164 216 22,380 Long-term prepaid expenses and other assets 1,381 - 1,381 Total assets acquired $ 65,135 $ 187 $ 65,322 Liabilities assumed: Accounts payable and accrued expenses $ 2,670 $ 437 $ 3,107 Current liabilities of discontinuing operations 588 (141 ) 447 Obligations under operating leases 198 - 198 Obligations under finance leases 106 - 106 Deferred revenue 1,293 (114 ) 1,179 Payroll and income taxes payable 360 5 365 Total liabilities assumed $ 5,215 $ 187 $ 5,402 Net assets acquired $ 59,920 $ - $ 59,920 The Company substantially completed valuation analyses necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. Fair values were based on management’s estimates and assumptions. The Company recognized intangible assets related to the Merger, which consist of the tradename valued at $ 1.5 million with an estimated useful life of ten years and customer relationships valued at $ 8.0 million with an estimated useful life of ten years vivo 1.0 % royalty rate was appropriate given the business-to-business nature of the vivo vivo Key assumptions in this analysis included an estimated 10% annual customer attrition rate based on historical vivo . These intangible assets are classified as Level 3 measurements within the fair value hierarchy. The following presents the unaudited pro forma combined financial information as if the Merger had occurred as of January 1, 2021: Schedule of Proforma Financial Information Year ended December 31, 2021 Total revenue $ 6,726 Net loss (35,623 ) Pro forma loss per common share, (6.15 ) Pro forma weighted average number of common shares basic and diluted 5,795,498 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, 2021, nor are they necessarily indicative of future consolidated results. |
Discontinuing Operations
Discontinuing Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinuing Operations | Note 3. Discontinuing Operations I n December 2021, the Company’s Board of Directors approved a plan to sell the vivo vivo vivo 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 and an additional $ 0.3 4.8 million in cash after transaction related expenses and income taxes, as well as incur $ 0.4 million in exit costs associated with this transaction. Exit costs associated with the vivo vivo 357 thousand. On December 30, 2022, the Company entered into a Share Purchase Agreement (the “Agreement”) with Sabine Brandt as trustee for the Brandt Family Trust (“Buyer”), pursuant to which vivo vivo vivo vivo 827 thousand and the assumption by Buyer of liabilities of the sold entities aggregating to approximately $ 2.0 million. The Transaction was consummated effective December 31, 2022. The Agreement contains customary representations, warranties, covenants and indemnification provisions. As further described in note 17, the Company sold the remainder of the vivo In connection with the classification of the vivo 20.2 5.4 2.2 2.7 0.5 Also included in discontinuing operations are pre-Merger-related payables related to Cancer Genetics’ sale of its BioPharma and Clinical businesses (“Pre-Merger discontinuing operations”). As of December 31, 2022 and 2021, $ 267 409 Results of discontinuing operations were as follows: Schedule of Disposal Groups Including Discontinuing Operations from Income Statement 2022 2021 Years ended December 31, 2022 2021 Revenue $ 6,406 $ 3,978 Cost of goods sold 3,189 2,524 General and administrative 4,709 3,531 Impairment of goodwill and intangible assets 5,415 20,216 Total operating costs and expenses $ 13,313 $ 26,271 Loss from discontinuing operations $ (6,907 ) $ (22,293 ) Total other income $ 3 $ 9 Loss from discontinuing operations before income taxes $ (6,904 ) $ (22,284 ) Income tax expense (benefit) (21 ) - Net loss from discontinuing operations $ (6,883 ) $ (22,284 ) Asset and liabilities of discontinuing operations were as follows: Schedule of Disposal Groups Including Discontinuing Operations from Balance Sheet 2022 2021 December 31, 2022 2021 Accounts receivable $ 11 $ 457 Due from Reaction Biology Corporation 334 Other current assets - 345 Assets of discontinuing operations - current $ 345 $ 802 Fixed assets, net of accumulated depreciation $ - $ 163 Operating lease right-of-use assets - 30 Patents and other intangible assets, net - 8,787 Goodwill - 2,164 Other assets - 364 Assets of discontinuing operations - non-current $ - $ 11,508 Accounts payable $ 47 $ 358 Due to RDDT a vivoPharm Company Pty Ltd 216 Accrued expense 577 418 Obligation under operating lease, current - 29 Obligation under finance lease, current - 32 Deferred revenue 43 1,911 Taxes payable 69 365 Other current liabilities 267 409 Liabilities of discontinued operations - current $ 1,219 $ 3,522 Obligations under operating leases, less current $ - $ 2 Obligations under finance leases, less current - 47 Liabilities of discontinued operations -non- current $ - $ 49 There were no Schedule of Intangible Assets 2021 Intangible Assets: Customer relationships $ 8,000 Trade name 1,500 Intangible assets gross 9,500 Less accumulated amortization (713 ) Intangible assets, net $ 8,787 Amortization expense for intangible assets aggregated $ 713 no Goodwill arising from the Merger was solely attributed to the vivo Schedule of Goodwill Rollforward Beginning balance, January 1, 2021 $ - Initial balance upon consummation of the Merger 22,164 Purchase price adjustments 216 Impairment charge (20,216 ) Ending balance, December 31, 2021 $ 2,164 Impairment charge (2,164 ) Ending balance, December 31, 2022 $ - |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 4. Significant Accounting Policies Basis of presentation Segment reporting vivo vivo vivo vivo vivo Principles of consolidation Foreign currency : The Company translates the financial statements of its foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated comprehensive loss as a component of stockholders’ equity. For the years ended December 31, 2022 and 2021 there were foreign currency translation gains of $ 42 74 thousand, respectively, all related to the vivo Use of estimates vivo Risks and uncertainties Cash and cash equivalents 8.6 12.0 Revenue recognition The Company’s primary sources of revenue are product sales from the sale of microOrgan® plates and the performance of preclinical drug testing services using the microOrgan technology. The Company does not act as an agent in any of its revenue arrangements. For product contracts, revenue is recognized at a point-in-time upon delivery to the customer, which is generally deemed to occur upon shipment. Product contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 90 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contacts typically do not contain variable consideration as the contracts include stated prices. The Company provides assurance-type warranties on all of its products, which are not separate performance obligations. For service contracts, revenue is recognized over time and is generally defined pursuant to an enforceable right to payment for performance completed on service projects for which the Company has no alternative use as customer furnished compounds are added to Company plates for testing. The Company does not obtain control of the customer furnished compounds as the Company does not have the ability to direct their use. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract (cost-to-cost method). Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials and overhead. Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract assets primarily represent revenue earnings over time that are not yet billable based on the terms of the contracts. Contract liabilities (i.e., deferred revenue) consist of fees invoiced or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. The Company records all amounts collected for shipping as revenue. Amounts collected from customers for sales tax are recorded in sales net of amounts paid to related taxing authorities. The Company may include subcontractor or third-party vendors in certain integrated services arrangements. In these arrangements, revenue from sales of third-party vendor services is generally recorded gross as revenue and cost of goods sold - service, as the Company is the principal for the transaction. When the Company is acting as an agent between a customer and the vendor services, the Company does not record revenue and vendor costs are recorded net within cost of goods sold - service. To determine whether the Company is an agent or principal, the Company considers whether it obtains control of services before they are transferred to the customer. In making this evaluation, several factors are considered, most notably whether the Company has primary responsibility for fulfillment to the client, as well as fiscal risk and pricing discretion. There were no contract assets from continuing operations as of December 31, 2022. There were contract assets from continuing operations of $ 70 thousand as of December 31, 2021. Contract liabilities from continuing operations related to unfulfilled performance obligations were $ 72 74 75 43 1.9 Trade accounts receivable No Other receivables 252 100 252 205 Concentration of credit risk : Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company places cash and cash equivalents in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. As of December 31, 2022 and 2021, one and four customers, respectively, represented 10% or more of the Company’s total trade accounts receivable, and in the aggregate, these customers represented 100 %, or $ 71 78 %, or $ 262 thousand, respectively, of the Company’s total trade accounts receivable. Inventory Prepaid expenses and other assets 2.7 , 797 1.0 Deferred revenue Fixed assets The estimated useful life of equipment is five years Long-lived assets, such as fixed assets subject to depreciation, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If circumstances require a long-lived asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset group to its carrying amount. If the carrying amount of the long-lived asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. As of December 31, 2022 and 2021 the Company determined that there were no indicators of impairment and did not recognize any fixed asset impairment use in continuing operations. Goodwill 22.4 vivo vivo 20.2 2.2 Convertible notes Fair value option Warrants The Company issued a warrant during first quarter of 2021 that contained an indexation feature not indexed to the Company’s stock resulting in this warrant being accounted for as a derivative. Derivative warrants are recorded as liabilities in the accompanying consolidated balance sheets. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes valuation pricing model with the assumptions as follows: the risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. The Company uses the historical volatility of its common stock and the closing price of its shares on the NASDAQ Capital Market. As further described in Note 10 to the consolidated financial statements, as a result of the Merger, the terms of this warrant were finalized through the conversion to a Vyant Bio warrant resulting in the Vyant Bio warrant being equity classified. Derivative instruments Income taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits and penalties in income tax expense. The Company elects to present deferred taxes and the effect of unrecognized tax benefits associated with the held for sale assets and liabilities as part of the assets (or liabilities) held for sale. The deferred taxes primarily relate to net operating loss carryforwards in US and foreign jurisdictions that are classified as held for sale. Due to a valuation allowance recorded against the deferred tax assets, the net impact of deferred tax assets included in the held for sale assets and liabilities is $ 0 Leases For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component. Therefore, the lease payments used to measure the lease liability includes all of the fixed consideration in the contract. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The Company discounts its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses the interest rate it pays on its non-collateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. The lease term for all the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Intangible assets vivo ten years vivo no 713 Research and development 6.8 4.3 Advertising costs were $ 28 34 Stock-based compensation Commitments and contingencies Fair value measurements ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Valuation of business combination Subsequent events Net loss per share |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5. Inventory The Company’s inventory consists of the following: Schedule of Inventory December 31, 2022 December 31, 2021 Finished goods $ - $ 23 Work in process 9 138 Raw materials 44 314 Total inventory $ 53 $ 475 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 6. Fixed Assets Presented in the table below are the major classes of fixed assets by category: Schedule of Fixed Assets December 31, 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 (2,474 ) (1,970 ) Fixed assets, net $ 1,106 $ 1,020 Depreciation expense from continuing operations for the years ended December 31, 2022 and 2021 was $ 522 550 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 7. Leases During October 2021, the Company entered into a new $ 491 As of December 31, 2022, the Company leased facilities in Maple Grove, Minnesota and in San Diego, California under arrangements which expire in 83 1.2 The components of operating and finance lease expense in continuing operations for the years ended December 31, are as follows: Schedule of Components of Lease Expense and Supplemental Information 2022 2021 Operating lease cost $ 441 $ 504 Finance lease cost: Depreciation of ROU assets $ 204 $ 35 Interest on lease liabilities 34 8 Total finance lease cost: $ 238 $ 43 Variable lease costs $ - $ - Short-term lease costs - - Total lease continuing operations expense $ 679 $ 547 Amounts reported in the consolidated balance sheet from continuing operations as of December 31, 2022 and 2021 are as follows: Schedule of Amounts Reported in the Consolidated Balance Sheet 2022 2021 Operating leases: Operating lease ROU assets, net $ 1,542 $ 673 Operating lease current liabilities $ 313 $ 174 Operating lease long-term liabilities 1,301 516 Total operating lease liabilities $ 1,614 $ 690 Finance leases: Equipment $ 744 $ 477 Accumulated depreciation (244 ) (63 ) Finance leases, net $ 500 $ 414 Current installment obligations under finance leases $ 252 $ 157 Long-term portion of obligations under finance leases 273 293 Total finance lease liabilities $ 525 $ 450 Equipment subject to finance leases are classified within fixed assets, net, on the accompanying consolidated balance sheets. Supplemental cash flow related to operating and finance leases of the Company’s continuing operations is as follows for the years ended December 31, 2022 and 2021: 2022 2021 Cash paid amounts included in the measurement of lease liabilities from continuing operations: Operating cash flows used for operating leases $ (265 ) $ (509 ) Financing cash flows used for finance leases $ (191 ) $ (37 ) Financing cash flows provided by finance leases $ 266 $ 492 Other supplemental information related to operating and finance leases of the Company’s continuing operations is as follows as of December 31, 2022 and 2021: 2022 2021 Weighted average remaining lease term (in years): Operating leases 4.45 5.42 Finance leases 2.05 2.75 Weighted average discount rate: Operating leases 8.30 % 9.88 % Finance leases 6.90 % 6.54 % Annual future payments of lease liabilities under noncancelable leases as of December 31, 2022 are as follows: Schedule of Annual Payments of Lease liabilities Under Noncancelable leases Operating leases Finance leases 2023 $ 433 $ 280 2024 423 235 2025 427 50 2026 441 - 2027 215 - Thereafter - - Total undiscounted lease payments 1,939 566 Less: imputed interest (325 ) (41 ) Total lease liabilities $ 1,614 $ 525 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes The components of loss before income taxes from continuing operations consist of the following. Schedule of Components of Loss Before Income Tax From Continuing operations 2022 2021 United States $ (15,807 ) $ (18,575 ) Foreign - - Total loss before income taxes $ (15,807 ) $ (18,575 ) The Company did not record any current, deferred, or net income tax expense (benefit) from continuing operations in 2022 or 2021. Total income tax expense (benefit) from continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% Schedule of Components of Income Tax Expense Benefit 2022 2021 Computed “expected” tax expense $ (3,219 ) $ (3,901) Deferred rate change (132 ) 84 State taxes, net of federal tax effect (822 ) (752) Non-deductible transaction costs - 222 Non-deductible interest 2 664 R&D tax credit 238 (238) Sale of vivo Pharm business (72 ) Other, net 117 (51) Change in valuation allowance 3,888 3,972 Income tax expense (benefit) $ - $ - The tax effects of temporary differences from continuing operations that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below as of December 31: Components of Approximate Deferred tax 2022 2021 Deferred tax assets Accrued liabilities $ 109 $ 47 Capitalized R&D costs 3,233 1,931 Intangibles 107 127 Fixed assets 2 - Stock compensation 248 160 Lease liability 478 170 Loss carryforward 20,750 18,144 Tax credit carryforward 1,085 1,406 Other temporary differences 3 4 Total gross deferred tax assets 26,015 21,989 Valuation allowance (25,614 ) (21,807 ) Total deferred tax assets $ 401 $ 182 Deferred tax liabilities Fixed assets $ - $ (17 ) Lease assets (401 ) (165 ) Total gross deferred tax liabilities $ (401 ) $ (182 ) Net deferred tax asset $ - $ - The Company assessed that the valuation allowance against its deferred tax assets is still appropriate as of December 31, 2022 and 2021, based on the consideration of all available positive and negative evidence using the “more likely than not” standard required when accounting for income taxes. Under the Code, certain corporate stock transactions into which the Company has entered or may enter in the future could limit the amount of the net operating loss carryforwards that can be utilized in future periods. The Company has completed a review of historical stock transactions, as well as the current stock transactions completed in conjunction with the Merger and concluded our federal net operating loss and R&D credit carryforwards are subject to limitations under Section 382 and 383 of the Internal Revenue Code. As of December 31, 2022, the Company has federal net operating loss carryforwards of $ 78.3 11.9 66.4 On August 9, 2022, the Creating Helpful Incentives to Produce Semiconductors (“CHIPS”) Act was signed into law creating a new advanced manufacturing investment credit under new Internal Revenue Code section 48D. On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law, which, among other changes, created a new corporate alternative minimum tax (AMT) based on adjusted financial statement income and imposes a 1 As of December 31, 2022 and 2021, the Company had no liability for unrecognized tax benefits recorded in continued operations. The Company does not expect the liability for unrecognized tax benefits to change in the next twelve months. The Company has elected to classify tax-related accrued interest and penalties as a component of income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. As of December 31, 2022, the Company was no longer subject to income tax examinations for taxable years before 2019 in the case of U.S. federal taxing authorities, and taxable years generally before 2018 in the case of state and local taxing jurisdictions. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9. Long-Term Debt Long-term debt consists of the following: Schedule of Long- term Debt December 31, December 31, Economic Injury Disaster Loan $ 57 $ 57 Total long-term debt $ 57 $ 57 Future annual principal repayments due on the long-term debt as of December 31, 2022 are as follows: Schedule of Future Annual Principal Repayments Due on Long - term Debt Amount 2023 $ 1 2024 1 2025 1 2026 1 2027 1 Thereafter 52 Total $ 57 Department of Employment and Economic Development (“DEED”) loan On March 10, 2015, the Company received an interest free loan with a loan maturity date of March 10, 2022 from the Minnesota DEED under the State Small Business Credit Initiative Act of 2010. The funds were received under the Angel Loan Fund Program which are provided to early-stage small businesses for financial support through direct loans. Upon consummation of the merger with CGI on March 30, 2021, the Company triggered the 30% repayment premium and this loan was repaid. 2020 Convertible Notes Effective February 8, 2021 the Company’s shareholders and 2020 Convertible Note holders approved amendments to the 2020 Convertible Notes to allow for the issuance of up to $ 10.0 3.9 3.0 10.0 5.0 3.9 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% Paycheck Protection Program Loan In April 2020, the Company applied for and received a $ 730 730 Economic Injury Disaster Loan In 2020 the Company received a $ 57 thousand Economic Injury Disaster Loan (“EIDL”) loan from the Small Business Administration in connection with the COVID-19 impact on the Company’s business. This loan bears interest at 3.75 % and is repayable in monthly installments starting in June 2022 with a final balance due on June 21, 2050. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10. Stockholders’ Equity Common Stock Holders of common stock are entitled to one vote per share, to receive dividends if and when declared, and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company. 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. 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 At The Market Financing On April 8, 2022, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Canaccord”), 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 41,162 As further described in Note 17, on March 23, 2023, the Company terminated the arrangements with both Lincoln Park and Canaccord. For the year ended December 31, 2022, the Company incurred $ 250 thousand of issuance costs related to Lincoln Park and Canaccord Genuity LLC ATM arrangements which were recorded in the Condensed Consolidated Statements of Stockholders’ Equity. Preferred Stock Series A and B Preferred Stock As of December 31, 2020, the Company had 4,611,587 3,489,470 5,973,509 4,524,171 he related carrying value was reclassified to common stock and additional paid-in capital. Series C Preferred Stock Effective March 15, 2021, StemoniX shareholders approved the Merger with Cancer Genetics and the authorization of $ 2.0 699,395 he related carrying value was reclassified to common stock and additional paid-in capital. Effective with the Merger, all Series A, B and C Preferred shares were converted to StemoniX common stock which were exchanged for Vyant Bio common stock. As of December 31, 2022, the Company is authorized to issue 9.8 Warrants Common Stock Warrant The Company issued the Major Investor Warrant on February 23, 2021. Effective with the Merger, the Major Investor Warrant was exchanged for a warrant to purchase 28,778 29.5295 214 421 In connection with the Merger, the Company assumed 431,537 426,361 Summary of 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 Total 455,139 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 | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11. Fair Value Measurements During the first quarter of 2021, the Company elected to account for the $ 3.0 The fair value of the Company’s 2020 Convertible Note issued to the Major Investor is measured as the sum of the instrument’s parts, being the underlying debt instrument and the conversion feature. The conversion feature was valued using the probability weighted conversion price discount. The instrument provided the holder the right to convert the instrument into shares of Series B Preferred Stock at a 20% discount. Given the timing of the issuance of the instrument near the Merger date, management determined that there was a 99.5% probability of the holders converting the instrument to Company shares at a 20% discount The Company valued the warrants issued with the 2020 Convertible Notes using a Black-Scholes-Merton model using the value of the underlying stock and exercise price of $ 2.01 0.59 86 5 years 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 vivo 106 The following tables present changes in fair value of level 3 valued instruments as of and for the years ended December 31, 2022 and 2021: Schedule of Changes in Fair Value of Level 3 Valued Instruments vivo Balance - January 1, 2022 $ 11,000 Additions - Measurement adjustments (5,528 ) Sale of vivo (5,472 ) Balance - December 31, 2022 $ - The following tables present changes in fair value of level 3 valued instruments for the year ended December 31, 2021: 2020 Convertible Note Warrant Embedded Derivative vivo Balance - January 1, 2021 $ - $ - $ 1,690 $ - Additions 3,746 635 325 11,000 Measurement adjustments 4 (214 ) 250 - Settlement (3,750 ) (421 ) (2,265 ) - Balance - December 31, 2021 $ - $ - $ - $ 11,000 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 12. Loss Per Share Basic loss per share is computed by dividing the net loss after tax attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is computed by including potentially dilutive securities outstanding during the period in the calculation of weighted average shares outstanding. The Company did not have any dilutive securities during the periods presented; therefore, diluted loss per share is equal to basic loss per share. Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted loss per share calculations for the years ended December 31, 2022 and 2021: Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share 2022 2021 December 31, 2022 2021 Net loss from continuing operations $ (15,807 ) $ (18,575 ) Net loss from discontinuing operations (6,883 ) (22,284 ) Net loss $ (22,690 ) $ (40,859 ) Basic and diluted weighted average shares outstanding 5,868,402 4,522,889 Basic and diluted net loss per share: Continuing operations $ (2.69 ) $ (4.11 ) Discontinuing operations (1.18 ) (4.92 ) Net loss $ (3.87 ) $ (9.03 ) The following securities were not included in the computation of diluted shares outstanding for the years ended December 31, 2022 and 2021 because the effect would be anti-dilutive: Schedule of Computation of Diluted Shares Outstanding December 31, 2022 2021 Common Stock warrants 455,139 459,382 Common Stock options 428,301 464,019 Restricted stock 77,104 - Total 960,544 923,401 Anti-dilutive securities 960,544 923,401 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 13. Stock-Based Compensation The Company has three legacy equity incentive plans: the Cancer Genetics, Inc. 2008 Stock Option Plan (the “2008 Plan”) and the Cancer Genetics Inc. 2011 Equity Incentive Plan (the “2011 Plan”), and the StemoniX Inc. 2015 Stock Option Plan (the “2015 Plan”, and together with the 2008 Plan, and the 2011 Plan, the “Frozen Stock Option Plans”). The Frozen Stock Option Plans as well as the 2021 Plan (as defined below) are meant to provide additional incentive to officers, employees and consultants to remain in the Company’s employment. Options granted are generally exercisable for up to 10 38,376 Effective with the Merger, the Vyant Bio 2021 Equity Incentive Plan (the “2021 Plan”) came into effect, pursuant to which the Company’s Board of Directors may grant up to 900,000 230,300 15,618 1,735 25% As StemoniX was the acquirer for accounting purposes, the pre-Merger vested stock options granted by CGI under the 2008 and 2011 Plans are deemed to have been exchanged for equity awards of the Company. The exchange of StemoniX stock options for options to purchase Company common stock was accounted for as a modification of the StemoniX stock options; however, the modification did not result in any incremental compensation expense as the modification did not increase the fair value of the stock options. For StemoniX stock options issued prior to the Merger, the expected volatility was estimated based on the average historical volatility of similar entities with publicly traded shares as StemoniX’s shares historically were not publicly traded and its shares rarely traded privately. For common stock options granted at the time of the Merger, the Company used Vyant Bio’s historical volatility to determine the expected volatility of post-Merger option grants. Subsequently, the Company used a comparable public company group to estimate the anticipated volatility of the Company’s stock. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The Company uses a simplified method to determine the expected term for the valuation of employee options. This method effectively assumes that exercise occurs over the period from vesting until expiration, and therefore, the expected term is the midpoint between the service period and the contractual term of the award. The simplified method is applicable to options with service conditions. For options granted to nonemployees, the contractual term is used for the valuation of the options. As of December 31, 2022, there were 533,495 Schedule of Assumptions for Stock Option Grants 2022 2021 Valuation assumptions Expected dividend yield 0.0 % 0.0 % Expected volatility 56.3% 70.72% 69.5 123 % Expected term (years) – simplified method 3.0 6.1 5.5 6.1 Risk-free interest rate 1.74% 3.20 % 0.95 1.39 % Stock option activity during years ended December 31, 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 151,147 $ 9.10 8.7 Granted 307,988 21.05 StemoniX options exchanged for Vyant Bio options (136,276 ) 9.20 Vyant Bio options issued to StemoniX option holders 174,652 7.20 Options assumed in Merger 11,168 229.75 Exercised (7,419 ) 6.05 Forfeited (34,462 ) 18.45 Expired (2,777 ) 9.60 Balance as of December 31, 2021 464,021 $ 20.95 8.6 Exercisable as of December 31, 2021 127,119 $ 27.90 7.1 Balance as of January 1, 2022 464,021 $ 20.95 8.6 Granted 148,855 5.02 Exercised (1,034 ) 4.80 Forfeited (141,306 ) 17.64 Expired (42,235 ) 36.33 Balance as of December 31, 2022 428,301 $ 14.97 7.5 Exercisable as of December 31, 2022 232,175 $ 18.18 6.4 The weighted average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 were $ 10.23 and $ 17.55 , respectively. The Company recognized stock-based compensation in continuing operations related to different instruments for the years ended December 31, as follows: Schedule of Share Based Compensation Activity 2022 2021 December 31, 2022 2021 Stock options $ 782 $ 973 Shares issued for services 404 30 Total $ 1,186 $ 1,003 Share based compensation $ 1,186 $ 1,003 As of December 31, 2022, there was $ 1.6 2.2 |
Segment Information and Risk Co
Segment Information and Risk Concentration | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information and Risk Concentration | Note 14. Segment Information and Risk Concentration 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 both years ended December 31, 2022 and 2021, four customers and 77% 47% During years ended December 31, 2022 and 2021, approximately 47% 21% Customers representing 10% or more of the Company’s total revenue from continuing operations for years ended December 31, 2022 and 2021, are presented in the table below: Schedule of Customers Representing Revenues December 31, 2022 2021 Customer A 42 % 18 % Customer B 10 % 9 % Customer C 4 % 11 % Customer D 15 % 1 % Customer E 10 % 6 % Customer N/A 19 % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions In 2020, the Company raised approximately $ 1.5 3.9 28,778 29.5295 During the fourth quarter of 2021, the Company paid a third-party collaboration partner $ 89 thousand as a reimbursement of third-party costs incurred by the collaborator in connection with the collaboration arrangement. In September 2021, an executive’s family member became an employee of this collaborator. Separately, in the fourth quarter of 2021, the Company entered into a $ 60 thousand consulting agreement with this third-party collaborator. During the first quarter of 2022, the Company paid the third-party collaboration partner $ 39 As disclosed in Note 3, the Company sold RDDT a vivo vivo |
Contingencies and Commitments
Contingencies and Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | Note 16. Contingencies and Commitments 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. Australian Adult Clinical Trial: vivo 3.9 million Australian dollars and can be cancelled with 60 days’ notice. This clinical trial was suspended in January 2023 as the Company evaluates its strategic alternatives. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through March 31, 2023, the date at which the financial statements were available to be issued as follows: Continuing Operations On January 4, 2023, the Company announced that it had engaged LifeSci Capital as its financial advisor to assist in exploring a range of strategic alternatives focused on enhancing shareholder value. There can be no assurance that this review process will result in any changes to the Company’s current business plans or lead to any specific action or transaction. The Company’s Board of Directors (the “Board”) approved a plan on January 31, 2023 to preserve the Company’s cash to be able to continue to pursue a satisfactory strategic alternative for the purpose of maximizing the value of the Company’s business while also having sufficient cash to adequately fund an orderly wind down of the Company’s operations (the “Cash Preservation Plan”) in the event it is unable to secure a satisfactory strategic alternative. As part of the Cash Preservation Plan, the Company implemented a reduction in force which included the Company’s former President and Chief Executive Officer, and Chief Scientific Officer. The Company will record a charge of $ 954 On March 9, 2023, the Company terminated its January 2022, San Diego office and laboratory lease agreement. The effective date of the termination is March 31, 2023. The landlord is retaining approximately $ 45 1.2 On March 7, 2023, the Company sold its equipment in its San Diego laboratory to a third party and received $ 200,000 On March 24, 2023 the Company terminated its (a) Equity Distribution Agreement, dated April 8, 2022, by and between the Company and Canaccord Genuity LLC, regarding the issue and sale, from time to time, of shares of the Company’s common stock for an aggregate offering price of up to $ 20,000,000 15,000,000 Further, on March 24, 2023, the Company filed post-effective amendments to certain of its registration statements previously filed with the SEC, including post-effective amendments to each of: (i) Registration Statement Nos. 333-249513, 333-252628, 333-239497, and 333-218229 on Form S-3; (ii) Registration Statement Nos. 333-191520, 333-191521, 333-196198, 333-205903, 333-256225 and 333-214599 on Form S-8; and (ii) Registration Statement No. 333-215284 and 333-264595 on Form S-1 (such post-effective amendments, collectively the “Post-Effective Amendments” and such registration statements, collectively the “Registration Statements”). In accordance with undertakings made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any and all securities of the Company that were registered for issuance that remain unsold at the termination of the offerings, the Company removed from registration any and all securities of the Company registered but unsold under each of the Registration Statements. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statements. On March 29, 2023, the Company entered into a commitment to renew certain expiring insurance policies for a premium of $ 1.7 Discontinuing Operations To complete the disposition of the Company’s former vivo vivo vivo vivo 200 vivo vivo |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
Segment reporting | Segment reporting vivo vivo vivo vivo vivo |
Principles of consolidation | Principles of consolidation |
Foreign currency | Foreign currency : The Company translates the financial statements of its foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated comprehensive loss as a component of stockholders’ equity. For the years ended December 31, 2022 and 2021 there were foreign currency translation gains of $ 42 74 thousand, respectively, all related to the vivo |
Use of estimates | Use of estimates vivo |
Risks and uncertainties | Risks and uncertainties |
Cash and cash equivalents | Cash and cash equivalents 8.6 12.0 |
Revenue recognition | Revenue recognition The Company’s primary sources of revenue are product sales from the sale of microOrgan® plates and the performance of preclinical drug testing services using the microOrgan technology. The Company does not act as an agent in any of its revenue arrangements. For product contracts, revenue is recognized at a point-in-time upon delivery to the customer, which is generally deemed to occur upon shipment. Product contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 90 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contacts typically do not contain variable consideration as the contracts include stated prices. The Company provides assurance-type warranties on all of its products, which are not separate performance obligations. For service contracts, revenue is recognized over time and is generally defined pursuant to an enforceable right to payment for performance completed on service projects for which the Company has no alternative use as customer furnished compounds are added to Company plates for testing. The Company does not obtain control of the customer furnished compounds as the Company does not have the ability to direct their use. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract (cost-to-cost method). Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials and overhead. Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract assets primarily represent revenue earnings over time that are not yet billable based on the terms of the contracts. Contract liabilities (i.e., deferred revenue) consist of fees invoiced or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. The Company records all amounts collected for shipping as revenue. Amounts collected from customers for sales tax are recorded in sales net of amounts paid to related taxing authorities. The Company may include subcontractor or third-party vendors in certain integrated services arrangements. In these arrangements, revenue from sales of third-party vendor services is generally recorded gross as revenue and cost of goods sold - service, as the Company is the principal for the transaction. When the Company is acting as an agent between a customer and the vendor services, the Company does not record revenue and vendor costs are recorded net within cost of goods sold - service. To determine whether the Company is an agent or principal, the Company considers whether it obtains control of services before they are transferred to the customer. In making this evaluation, several factors are considered, most notably whether the Company has primary responsibility for fulfillment to the client, as well as fiscal risk and pricing discretion. There were no contract assets from continuing operations as of December 31, 2022. There were contract assets from continuing operations of $ 70 thousand as of December 31, 2021. Contract liabilities from continuing operations related to unfulfilled performance obligations were $ 72 74 75 43 1.9 |
Trade accounts receivable | Trade accounts receivable No |
Other receivables | Other receivables 252 100 252 205 |
Concentration of credit risk | Concentration of credit risk : Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company places cash and cash equivalents in various financial institutions with high credit rating and limits the amount of credit exposure to any one financial institution. Trade receivables are primarily from clients in the pharmaceutical and biotechnology industries, as well as academic and government institutions. Concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the wide variety of customers using the Company’s products and services as well as their dispersion across many geographic areas. As of December 31, 2022 and 2021, one and four customers, respectively, represented 10% or more of the Company’s total trade accounts receivable, and in the aggregate, these customers represented 100 %, or $ 71 78 %, or $ 262 thousand, respectively, of the Company’s total trade accounts receivable. |
Inventory | Inventory |
Prepaid expenses and other assets | Prepaid expenses and other assets 2.7 , 797 1.0 |
Deferred revenue | Deferred revenue |
Fixed assets | Fixed assets The estimated useful life of equipment is five years Long-lived assets, such as fixed assets subject to depreciation, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If circumstances require a long-lived asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset group to its carrying amount. If the carrying amount of the long-lived asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. As of December 31, 2022 and 2021 the Company determined that there were no indicators of impairment and did not recognize any fixed asset impairment use in continuing operations. |
Goodwill | Goodwill 22.4 vivo vivo 20.2 2.2 |
Convertible notes | Convertible notes |
Fair value option | Fair value option |
Warrants | Warrants The Company issued a warrant during first quarter of 2021 that contained an indexation feature not indexed to the Company’s stock resulting in this warrant being accounted for as a derivative. Derivative warrants are recorded as liabilities in the accompanying consolidated balance sheets. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes valuation pricing model with the assumptions as follows: the risk-free interest rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve. The expected life of the warrants is based upon the contractual life of the warrants. The Company uses the historical volatility of its common stock and the closing price of its shares on the NASDAQ Capital Market. As further described in Note 10 to the consolidated financial statements, as a result of the Merger, the terms of this warrant were finalized through the conversion to a Vyant Bio warrant resulting in the Vyant Bio warrant being equity classified. |
Derivative instruments | Derivative instruments |
Income taxes | Income taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits and penalties in income tax expense. The Company elects to present deferred taxes and the effect of unrecognized tax benefits associated with the held for sale assets and liabilities as part of the assets (or liabilities) held for sale. The deferred taxes primarily relate to net operating loss carryforwards in US and foreign jurisdictions that are classified as held for sale. Due to a valuation allowance recorded against the deferred tax assets, the net impact of deferred tax assets included in the held for sale assets and liabilities is $ 0 |
Leases | Leases For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component. Therefore, the lease payments used to measure the lease liability includes all of the fixed consideration in the contract. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The Company discounts its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses the interest rate it pays on its non-collateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. The lease term for all the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. |
Intangible assets | Intangible assets vivo ten years vivo no 713 |
Research and development | Research and development 6.8 4.3 |
Advertising costs | Advertising costs were $ 28 34 |
Stock-based compensation | Stock-based compensation |
Commitments and contingencies | Commitments and contingencies |
Fair value measurements | Fair value measurements ● Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Valuation of business combination | Valuation of business combination |
Subsequent events | Subsequent events |
Net loss per share | Net loss per share |
Cancer Genetics, Inc. Merger (T
Cancer Genetics, Inc. Merger (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Allocation of Purchase Price Consideration | The following details the allocation of the preliminary purchase price consideration recorded on March 30, 2021, the acquisition date, with adjustments recorded through the first quarter of 2022, the end of the purchase price allocation period. Schedule of Preliminary Allocation of 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, 2021: Schedule of Proforma Financial Information Year ended December 31, 2021 Total revenue $ 6,726 Net loss (35,623 ) Pro forma loss per common share, (6.15 ) Pro forma weighted average number of common shares basic and diluted 5,795,498 |
Discontinuing Operations (Table
Discontinuing Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinuing Operations from Income Statement | Results of discontinuing operations were as follows: Schedule of Disposal Groups Including Discontinuing Operations from Income Statement 2022 2021 Years ended December 31, 2022 2021 Revenue $ 6,406 $ 3,978 Cost of goods sold 3,189 2,524 General and administrative 4,709 3,531 Impairment of goodwill and intangible assets 5,415 20,216 Total operating costs and expenses $ 13,313 $ 26,271 Loss from discontinuing operations $ (6,907 ) $ (22,293 ) Total other income $ 3 $ 9 Loss from discontinuing operations before income taxes $ (6,904 ) $ (22,284 ) Income tax expense (benefit) (21 ) - Net loss from discontinuing operations $ (6,883 ) $ (22,284 ) |
Schedule of Disposal Groups Including Discontinuing Operations from Balance Sheet | Asset and liabilities of discontinuing operations were as follows: Schedule of Disposal Groups Including Discontinuing Operations from Balance Sheet 2022 2021 December 31, 2022 2021 Accounts receivable $ 11 $ 457 Due from Reaction Biology Corporation 334 Other current assets - 345 Assets of discontinuing operations - current $ 345 $ 802 Fixed assets, net of accumulated depreciation $ - $ 163 Operating lease right-of-use assets - 30 Patents and other intangible assets, net - 8,787 Goodwill - 2,164 Other assets - 364 Assets of discontinuing operations - non-current $ - $ 11,508 Accounts payable $ 47 $ 358 Due to RDDT a vivoPharm Company Pty Ltd 216 Accrued expense 577 418 Obligation under operating lease, current - 29 Obligation under finance lease, current - 32 Deferred revenue 43 1,911 Taxes payable 69 365 Other current liabilities 267 409 Liabilities of discontinued operations - current $ 1,219 $ 3,522 Obligations under operating leases, less current $ - $ 2 Obligations under finance leases, less current - 47 Liabilities of discontinued operations -non- current $ - $ 49 |
Schedule of Intangible Assets | There were no Schedule of Intangible Assets 2021 Intangible Assets: Customer relationships $ 8,000 Trade name 1,500 Intangible assets gross 9,500 Less accumulated amortization (713 ) Intangible assets, net $ 8,787 |
Schedule of Goodwill Rollforward | Goodwill arising from the Merger was solely attributed to the vivo Schedule of Goodwill Rollforward Beginning balance, January 1, 2021 $ - Initial balance upon consummation of the Merger 22,164 Purchase price adjustments 216 Impairment charge (20,216 ) Ending balance, December 31, 2021 $ 2,164 Impairment charge (2,164 ) Ending balance, December 31, 2022 $ - |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The Company’s inventory consists of the following: Schedule of Inventory December 31, 2022 December 31, 2021 Finished goods $ - $ 23 Work in process 9 138 Raw materials 44 314 Total inventory $ 53 $ 475 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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 (2,474 ) (1,970 ) Fixed assets, net $ 1,106 $ 1,020 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of Components of Lease Expense and Supplemental Information | The components of operating and finance lease expense in continuing operations for the years ended December 31, are as follows: Schedule of Components of Lease Expense and Supplemental Information 2022 2021 Operating lease cost $ 441 $ 504 Finance lease cost: Depreciation of ROU assets $ 204 $ 35 Interest on lease liabilities 34 8 Total finance lease cost: $ 238 $ 43 Variable lease costs $ - $ - Short-term lease costs - - Total lease continuing operations expense $ 679 $ 547 Supplemental cash flow related to operating and finance leases of the Company’s continuing operations is as follows for the years ended December 31, 2022 and 2021: 2022 2021 Cash paid amounts included in the measurement of lease liabilities from continuing operations: Operating cash flows used for operating leases $ (265 ) $ (509 ) Financing cash flows used for finance leases $ (191 ) $ (37 ) Financing cash flows provided by finance leases $ 266 $ 492 Other supplemental information related to operating and finance leases of the Company’s continuing operations is as follows as of December 31, 2022 and 2021: 2022 2021 Weighted average remaining lease term (in years): Operating leases 4.45 5.42 Finance leases 2.05 2.75 Weighted average discount rate: Operating leases 8.30 % 9.88 % Finance leases 6.90 % 6.54 % |
Schedule of Amounts Reported in the Consolidated Balance Sheet | Amounts reported in the consolidated balance sheet from continuing operations as of December 31, 2022 and 2021 are as follows: Schedule of Amounts Reported in the Consolidated Balance Sheet 2022 2021 Operating leases: Operating lease ROU assets, net $ 1,542 $ 673 Operating lease current liabilities $ 313 $ 174 Operating lease long-term liabilities 1,301 516 Total operating lease liabilities $ 1,614 $ 690 Finance leases: Equipment $ 744 $ 477 Accumulated depreciation (244 ) (63 ) Finance leases, net $ 500 $ 414 Current installment obligations under finance leases $ 252 $ 157 Long-term portion of obligations under finance leases 273 293 Total finance lease liabilities $ 525 $ 450 |
Schedule of Annual Payments of Lease liabilities Under Noncancelable leases | Annual future payments of lease liabilities under noncancelable leases as of December 31, 2022 are as follows: Schedule of Annual Payments of Lease liabilities Under Noncancelable leases Operating leases Finance leases 2023 $ 433 $ 280 2024 423 235 2025 427 50 2026 441 - 2027 215 - Thereafter - - Total undiscounted lease payments 1,939 566 Less: imputed interest (325 ) (41 ) Total lease liabilities $ 1,614 $ 525 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Tax From Continuing operations | The components of loss before income taxes from continuing operations consist of the following. Schedule of Components of Loss Before Income Tax From Continuing operations 2022 2021 United States $ (15,807 ) $ (18,575 ) Foreign - - Total loss before income taxes $ (15,807 ) $ (18,575 ) |
Schedule of Components of Income Tax Expense Benefit | The Company did not record any current, deferred, or net income tax expense (benefit) from continuing operations in 2022 or 2021. Total income tax expense (benefit) from continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% Schedule of Components of Income Tax Expense Benefit 2022 2021 Computed “expected” tax expense $ (3,219 ) $ (3,901) Deferred rate change (132 ) 84 State taxes, net of federal tax effect (822 ) (752) Non-deductible transaction costs - 222 Non-deductible interest 2 664 R&D tax credit 238 (238) Sale of vivo Pharm business (72 ) Other, net 117 (51) Change in valuation allowance 3,888 3,972 Income tax expense (benefit) $ - $ - |
Components of Approximate Deferred tax | The tax effects of temporary differences from continuing operations that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below as of December 31: Components of Approximate Deferred tax 2022 2021 Deferred tax assets Accrued liabilities $ 109 $ 47 Capitalized R&D costs 3,233 1,931 Intangibles 107 127 Fixed assets 2 - Stock compensation 248 160 Lease liability 478 170 Loss carryforward 20,750 18,144 Tax credit carryforward 1,085 1,406 Other temporary differences 3 4 Total gross deferred tax assets 26,015 21,989 Valuation allowance (25,614 ) (21,807 ) Total deferred tax assets $ 401 $ 182 Deferred tax liabilities Fixed assets $ - $ (17 ) Lease assets (401 ) (165 ) Total gross deferred tax liabilities $ (401 ) $ (182 ) Net deferred tax asset $ - $ - |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long- term Debt | Long-term debt consists of the following: Schedule of Long- term Debt December 31, December 31, Economic Injury Disaster Loan $ 57 $ 57 Total long-term debt $ 57 $ 57 |
Schedule of Future Annual Principal Repayments Due on Long - term Debt | Future annual principal repayments due on the long-term debt as of December 31, 2022 are as follows: Schedule of Future Annual Principal Repayments Due on Long - term Debt Amount 2023 $ 1 2024 1 2025 1 2026 1 2027 1 Thereafter 52 Total $ 57 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Common Stock Warrants Outstanding | Summary of 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 Total 455,139 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022 and 2021: Schedule of Changes in Fair Value of Level 3 Valued Instruments vivo Balance - January 1, 2022 $ 11,000 Additions - Measurement adjustments (5,528 ) Sale of vivo (5,472 ) Balance - December 31, 2022 $ - The following tables present changes in fair value of level 3 valued instruments for the year ended December 31, 2021: 2020 Convertible Note Warrant Embedded Derivative vivo Balance - January 1, 2021 $ - $ - $ 1,690 $ - Additions 3,746 635 325 11,000 Measurement adjustments 4 (214 ) 250 - Settlement (3,750 ) (421 ) (2,265 ) - Balance - December 31, 2021 $ - $ - $ - $ 11,000 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted loss per share calculations for the years ended December 31, 2022 and 2021: Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share 2022 2021 December 31, 2022 2021 Net loss from continuing operations $ (15,807 ) $ (18,575 ) Net loss from discontinuing operations (6,883 ) (22,284 ) Net loss $ (22,690 ) $ (40,859 ) Basic and diluted weighted average shares outstanding 5,868,402 4,522,889 Basic and diluted net loss per share: Continuing operations $ (2.69 ) $ (4.11 ) Discontinuing operations (1.18 ) (4.92 ) Net loss $ (3.87 ) $ (9.03 ) |
Schedule of Computation of Diluted Shares Outstanding | The following securities were not included in the computation of diluted shares outstanding for the years ended December 31, 2022 and 2021 because the effect would be anti-dilutive: Schedule of Computation of Diluted Shares Outstanding December 31, 2022 2021 Common Stock warrants 455,139 459,382 Common Stock options 428,301 464,019 Restricted stock 77,104 - Total 960,544 923,401 Anti-dilutive securities 960,544 923,401 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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% 70.72% 69.5 123 % Expected term (years) – simplified method 3.0 6.1 5.5 6.1 Risk-free interest rate 1.74% 3.20 % 0.95 1.39 % |
Schedule of Stock Option Activity | Stock option activity during years ended December 31, 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 151,147 $ 9.10 8.7 Granted 307,988 21.05 StemoniX options exchanged for Vyant Bio options (136,276 ) 9.20 Vyant Bio options issued to StemoniX option holders 174,652 7.20 Options assumed in Merger 11,168 229.75 Exercised (7,419 ) 6.05 Forfeited (34,462 ) 18.45 Expired (2,777 ) 9.60 Balance as of December 31, 2021 464,021 $ 20.95 8.6 Exercisable as of December 31, 2021 127,119 $ 27.90 7.1 Balance as of January 1, 2022 464,021 $ 20.95 8.6 Granted 148,855 5.02 Exercised (1,034 ) 4.80 Forfeited (141,306 ) 17.64 Expired (42,235 ) 36.33 Balance as of December 31, 2022 428,301 $ 14.97 7.5 Exercisable as of December 31, 2022 232,175 $ 18.18 6.4 |
Schedule of Share Based Compensation Activity | The Company recognized stock-based compensation in continuing operations related to different instruments for the years ended December 31, as follows: Schedule of Share Based Compensation Activity 2022 2021 December 31, 2022 2021 Stock options $ 782 $ 973 Shares issued for services 404 30 Total $ 1,186 $ 1,003 Share based compensation $ 1,186 $ 1,003 |
Segment Information and Risk _2
Segment Information and Risk Concentration (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Customers Representing Revenues | Customers representing 10% or more of the Company’s total revenue from continuing operations for years ended December 31, 2022 and 2021, are presented in the table below: Schedule of Customers Representing Revenues December 31, 2022 2021 Customer A 42 % 18 % Customer B 10 % 9 % Customer C 4 % 11 % Customer D 15 % 1 % Customer E 10 % 6 % Customer N/A 19 % |
Organization, Description of _2
Organization, Description of Business, Business Disposals, Offerings and Merger (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 24, 2023 | Apr. 08, 2022 | Mar. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash and cash equivalents | $ 10,041,000 | $ 20,608,000 | |||
Accumulated deficit | 101,503,000 | 78,813,000 | |||
Net cash used in operating activities, continuing operations | 12,888,000 | 16,488,000 | |||
Loss from continuing operations before income taxes | 15,807,000 | 18,575,000 | |||
Loss from continuing operations | $ 15,807,000 | $ 18,575,000 | |||
Equity Distribution Agreement [Member] | Canaccord Genuity LLC [Member] | Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate offering price | $ 20,000,000 | ||||
Equity Distribution Agreement [Member] | Canaccord Genuity LLC [Member] | Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate offering price | $ 20,000,000 | ||||
Equity Distribution Agreement [Member] | Canaccord Genuity LLC [Member] | Maximum [Member] | Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate offering price | 20,000,000 | ||||
Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate offering price | 15,000,000 | ||||
Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate offering price | $ 15,000,000 | ||||
Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | Maximum [Member] | Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate offering price | $ 15,000,000 |
Schedule of Preliminary Allocat
Schedule of Preliminary Allocation of Purchase Price Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,164 | |||
StemoniX [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and equivalents | 30,163 | $ 30,163 | ||
Accounts receivable | 705 | 705 | ||
Other current assets | 1,033 | 806 | ||
Intangible assets | 9,500 | 9,500 | ||
Fixed assets | 160 | 416 | ||
Goodwill | 22,380 | 22,164 | ||
Long-term prepaid expenses and other assets | 1,381 | 1,381 | ||
Total assets acquired | 65,322 | 65,135 | ||
Accounts payable and accrued expenses | 3,107 | 2,670 | ||
Current liabilities of discontinuing operations | 447 | 588 | ||
Obligations under operating leases | 198 | 198 | ||
Obligations under finance leases | 106 | 106 | ||
Deferred revenue | 1,179 | 1,293 | ||
Payroll and income taxes payable | 365 | 360 | ||
Total liabilities assumed | 5,402 | 5,215 | ||
Net assets acquired | 59,920 | $ 59,920 | ||
StemoniX [Member] | Revision of Prior Period, Adjustment [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and equivalents | ||||
Accounts receivable | ||||
Other current assets | 227 | |||
Intangible assets | ||||
Fixed assets | (256) | |||
Goodwill | 216 | |||
Long-term prepaid expenses and other assets | ||||
Total assets acquired | 187 | |||
Accounts payable and accrued expenses | 437 | |||
Current liabilities of discontinuing operations | (141) | |||
Obligations under operating leases | ||||
Obligations under finance leases | ||||
Deferred revenue | (114) | |||
Payroll and income taxes payable | 5 | |||
Total liabilities assumed | 187 | |||
Net assets acquired |
Schedule of Proforma Financial
Schedule of Proforma Financial Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Business Combination and Asset Acquisition [Abstract] | |
Total revenue | $ 6,726 |
Net loss | $ (35,623) |
Pro forma loss per common share, | $ / shares | $ (6.15) |
Pro forma weighted average number of common shares basic and diluted | shares | 5,795,498 |
Cancer Genetics, Inc. Merger (D
Cancer Genetics, Inc. Merger (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 30, 2021 | Aug. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 23, 2021 | |
Business Acquisition [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Business combination, acquisition related costs | $ 2,310 | ||||
Estimated useful life | 10 years | ||||
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 | 121,000 | ||||
StemoniX [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets related to Merger, recognized | $ 9,500 | $ 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 Compensation Arrangement by 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 | ||||
StemoniX [Member] | Investor [Member] | Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Purchased for Award | 28,778 | ||||
Shares Issued, Price Per Share | $ 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] | |||||
Intangible assets related to Merger, recognized | $ 1,500 | ||||
Estimated useful life | 10 years | ||||
StemoniX and Cancer Genetics Inc [Member] | Merger Agreement [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets related to Merger, recognized | $ 8,000 | ||||
Royalty payment percentage | 1% |
Schedule of Disposal Groups Inc
Schedule of Disposal Groups Including Discontinuing Operations from Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 6,406 | $ 3,978 |
Cost of goods sold | 3,189 | 2,524 |
General and administrative | 4,709 | 3,531 |
Impairment of goodwill and intangible assets | 5,415 | 20,216 |
Total operating costs and expenses | 13,313 | 26,271 |
Loss from discontinuing operations | (6,907) | (22,293) |
Total other income | 3 | 9 |
Loss from discontinuing operations before income taxes | (6,904) | (22,284) |
Income tax expense (benefit) | (21) | |
Net loss from discontinuing operations | $ (6,883) | $ (22,284) |
Schedule of Disposal Groups I_2
Schedule of Disposal Groups Including Discontinuing Operations from Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts receivable | $ 11 | $ 457 |
Due from Reaction Biology Corporation | 334 | |
Other current assets | 345 | |
Assets of discontinuing operations - current | 345 | 802 |
Fixed assets, net of accumulated depreciation | 163 | |
Operating lease right-of-use assets | 30 | |
Patents and other intangible assets, net | 8,787 | |
Goodwill | 2,164 | |
Other assets | 364 | |
Assets of discontinuing operations - non-current | 11,508 | |
Accounts payable | 47 | 358 |
Due to RDDT a vivoPharm Company Pty Ltd | 216 | |
Accrued expense | 577 | 418 |
Obligation under operating lease, current | 29 | |
Obligation under finance lease, current | 32 | |
Deferred revenue | 43 | 1,911 |
Taxes payable | 69 | 365 |
Other current liabilities | 267 | 409 |
Liabilities of discontinued operations - current | 1,219 | 3,522 |
Obligations under operating leases, less current | 2 | |
Obligations under finance leases, less current | 47 | |
Liabilities of discontinued operations -non- current | $ 49 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 0 | $ 8,787,000 |
Intangible assets gross | 9,500,000 | |
Less accumulated amortization | (713,000) | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 8,000,000 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 1,500,000 |
Schedule of Goodwill Rollforwar
Schedule of Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Beginning balance | $ 2,164 | |
Beginning balance | 22,164 | |
Beginning balance | 216 | |
Beginning balance | (2,164) | (20,216) |
Beginning balance | $ 2,164 |
Discontinuing Operations (Detai
Discontinuing Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 02, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2022 | |
Disposal Group, Including Discontinued Operation, Assets | $ 2,000,000 | ||||||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 827 | ||||||
Impairment of intangible assets, indefinite-lived | $ 1,500,000 | $ 20,200,000 | $ 5,400,000 | ||||
Liabilities of discontinuing operations - current | 3,522,000 | 1,219,000 | $ 3,522,000 | ||||
Amortization of intangible assets | 0 | 713,000 | |||||
Cancer Genetics Inc [Member] | |||||||
Liabilities of discontinuing operations - current | $ 409,000 | 267,000 | $ 409,000 | ||||
Trade Names [Member] | |||||||
Impairment of intangible assets, indefinite-lived | 500,000 | ||||||
Customer Relationships [Member] | |||||||
Impairment of intangible assets, indefinite-lived | 2,700,000 | ||||||
Goodwill [Member] | |||||||
Impairment of intangible assets, indefinite-lived | $ 2,200,000 | ||||||
Vivo Pharm Pty Ltd [Member] | |||||||
Gain (Loss) on Disposition of Assets | $ 5,500,000 | ||||||
[custom:GainLossOnDispositionOfAssetsAdjustment] | 5,500,000 | ||||||
Disposal Group, Including Discontinued Operation, Assets | 4,800,000 | ||||||
Business Exit Costs | 400,000 | ||||||
Disposal Group, Including Discontinued Operation, Liabilities | $ 357,000 | ||||||
Vivo Pharm Pty Ltd [Member] | Subsequent Event [Member] | |||||||
[custom:GainLossOnDispositionOfAssetsAdjustment] | $ 300,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Foreign Currency Transaction Gain (Loss), before Tax | $ 42,000 | $ 74,000 | |
Cash and Cash equivalents | 10,041,000 | 20,608,000 | |
Contract assets from continuing operations | 0 | 70,000 | |
Contract liabilities from continuing operations | 72,000 | 74,000 | |
Contract with customer discontinued | 75,000 | ||
Contract with customer liability current discontinued operation | 43,000 | 1,900,000 | |
Accounts receivable, allowance for credit loss, current | 0 | 0 | |
Prepaid expense | $ 797,000 | 1,000,000 | |
Estimated useful life | The estimated useful life of equipment is five years | ||
Goodwill | 2,164,000 | ||
Goodwill impairment | 2,164,000 | 20,216,000 | |
Net deferred tax asset | |||
Estimated useful lives of assets | 10 years | ||
Intangible assets remaining | $ 0 | 8,787,000 | |
Amortization of Intangible Assets | 0 | 713,000 | |
Research and development expense | 6,772,000 | 4,273,000 | |
Advertising costs | 28,000 | 34,000 | |
Vivo Pharm [Member] | |||
Product Information [Line Items] | |||
Goodwill | 22,400,000 | ||
Vivo Pharm Pty Ltd [Member] | |||
Product Information [Line Items] | |||
Goodwill impairment | 2,200,000 | $ 20,200,000 | |
Directors and Officers [Member] | |||
Product Information [Line Items] | |||
Premiums receivable | $ 2,700,000 | ||
Three Customers [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 100% | ||
Accounts receivable net | $ 71,000 | ||
Four Customers [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 78% | ||
Accounts receivable net | $ 262,000 | ||
Research and Development Expense [Member] | |||
Product Information [Line Items] | |||
Other Receivables | 252,000 | 100,000 | |
Reduction in payroll tax expenses | 252,000 | 205,000 | |
Money Market Funds [Member] | |||
Product Information [Line Items] | |||
Cash and Cash equivalents | $ 8,600,000 | $ 12,000,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 23 | |
Work in process | 9 | 138 |
Raw materials | 44 | 314 |
Total inventory | $ 53 | $ 475 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 3,580 | $ 2,990 |
Less accumulated depreciation | (2,474) | (1,970) |
Fixed assets, net | 1,106 | 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 522 | $ 550 |
Schedule of Components of Lease
Schedule of Components of Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease cost | $ 441 | $ 504 |
Depreciation of ROU assets | 204 | 35 |
Interest on lease liabilities | 34 | 8 |
Total finance lease cost: | 238 | 43 |
Variable lease costs | ||
Short-term lease costs | ||
Total lease continuing operations expense | 679 | 547 |
Operating Lease, Payments | (265) | (509) |
Finance Lease, Principal and Interest Payments | (191) | (37) |
Financing cash flows provided by finance leases. | $ 266 | $ 492 |
Operating lease, weighted average remaining lease term | 4 years 5 months 12 days | 5 years 5 months 1 day |
Finance leaseweighted average remaining lease term | 2 years 18 days | 2 years 9 months |
Operating lease, weighted average discount rate, percent | 8.30% | 9.88% |
Finance leaseweighted average discount rate, percent | 6.90% | 6.54% |
Schedule of Amounts Reported in
Schedule of Amounts Reported in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 |
Leases | |||
Operating lease ROU assets, net | $ 1,542 | $ 1,200 | $ 673 |
Operating lease current liabilities | 313 | 174 | |
Operating lease long-term liabilities | 1,301 | 516 | |
Total operating lease liabilities | 1,614 | $ 1,200 | 690 |
Equipment | 744 | 477 | |
Accumulated depreciation | (244) | (63) | |
Finance leases, net | 500 | 414 | |
Current installment obligations under finance leases | 252 | 157 | |
Long-term portion of obligations under finance leases | 273 | 293 | |
Total finance lease liabilities | $ 525 | $ 450 |
Schedule of Annual Payments of
Schedule of Annual Payments of Lease liabilities Under Noncancelable leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |||
Operating lease - 2023 | $ 433 | ||
Operating lease - 2023 | 423 | ||
Operating lease - 2023 | 427 | ||
Operating lease - 2023 | 441 | ||
Operating lease - 2023 | 215 | ||
Operating lease - 2023 | |||
Operating lease - 2023 | 1,939 | ||
Operating lease - 2023 | (325) | ||
Operating lease - 2023 | 1,614 | $ 1,200 | $ 690 |
Finance Lease, Liability, to be Paid [Abstract] | |||
Finance leases - 2023 | 280 | ||
Finance leases - 2023 | 235 | ||
Finance leases - 2023 | 50 | ||
Finance leases - 2023 | |||
Finance leases - 2023 | |||
Finance leases - 2023 | |||
Finance leases - 2023 | 566 | ||
Finance leases - 2023 | (41) | ||
Finance leases - 2023 | $ 525 | $ 450 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 31, 2021 | Dec. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Apr. 01, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Lessee finance lease description | As of December 31, 2022, the Company leased facilities in Maple Grove, Minnesota and in San Diego, California under arrangements which expire in | ||||
Operating lease, right-of-use asset | $ 1,542 | $ 1,200 | $ 673 | ||
Operating lease obligation | $ 1,614 | $ 1,200 | $ 690 | ||
Laboratory Research and Administrative Office [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease, right-of-use asset | $ 83 | ||||
Operating lease obligation | $ 83 | ||||
Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Equipment financing lease | $ 491 |
Schedule of Components of Loss
Schedule of Components of Loss Before Income Tax From Continuing operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total loss before income taxes | $ (15,807) | $ (18,575) |
UNITED STATES | ||
Total loss before income taxes | (15,807) | (18,575) |
Non-US [Member] | ||
Total loss before income taxes |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Computed “expected” tax expense | $ (3,901) | |
Deferred rate change | 84 | |
State taxes, net of federal tax effect | (752) | |
Non-deductible transaction costs | 222 | |
Non-deductible interest | 664 | |
R&D tax credit | (238) | |
Other, net | (51) | |
Change in valuation allowance | 3,972 | |
Income tax expense (benefit) |
Components of Approximate Defer
Components of Approximate Deferred tax (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Accrued liabilities | $ 109 | $ 47 |
Capitalized R&D costs | 3,233 | 1,931 |
Intangibles | 107 | 127 |
Fixed assets | 2 | |
Stock compensation | 248 | 160 |
Lease liability | 478 | 170 |
Loss carryforward | 20,750 | 18,144 |
Tax credit carryforward | 1,085 | 1,406 |
Other temporary differences | 3 | 4 |
Total gross deferred tax assets | 26,015 | 21,989 |
Valuation allowance | (25,614) | (21,807) |
Total deferred tax assets | 401 | 182 |
Deferred tax liabilities | ||
Fixed assets | 0 | (17) |
Lease assets | (401) | (165) |
Total gross deferred tax liabilities | (401) | (182) |
Net deferred tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Aug. 16, 2022 | Jan. 02, 2018 | Dec. 31, 2017 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Federal income tax rate | 21% | |||
Operating Loss Carryforwards | $ 78.3 | $ 66.4 | ||
Percentage of excise tax corporate stock repurchases | 1% | |||
Between Two Thousand And Twenty Six And Two Thousand And Thirty Seven [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Operating Loss Carryforwards | $ 11.9 |
Schedule of Long- term Debt (De
Schedule of Long- term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 57 | $ 57 |
Economic Injury Disaster Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt before debt issuance costs and debt discount | $ 57 | $ 57 |
Schedule of Future Annual Princ
Schedule of Future Annual Principal Repayments Due on Long - term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 1 | |
2024 | 1 | |
2025 | 1 | |
2026 | 1 | |
2027 | 1 | |
Thereafter | 52 | |
Total | $ 57 | $ 57 |
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 | 12 Months Ended | ||||||||||
Feb. 23, 2021 | Feb. 08, 2021 | Aug. 21, 2020 | Aug. 21, 2020 | Apr. 30, 2020 | Mar. 12, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 21, 2021 | May 04, 2020 | |
Debt Instrument [Line Items] | ||||||||||||||
Additional shares issued in cancellation | $ (192) | |||||||||||||
Proceeds from convertible debt | $ 5,022 | |||||||||||||
Payments to related parties | $ 39 | $ 89 | ||||||||||||
Loss on debt extinguishment | $ 2,500 | |||||||||||||
Merger Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants to purchase common stock | 28,778 | |||||||||||||
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 | $ 29.5295 | ||||||||||
StemoniX [Member] | Convertible Notes [Member] | Investor [Member] | Merger Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from convertible debt | $ 3,000 | $ 1,250 | ||||||||||||
2020 Convertible Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible debt | 10,000 | $ 3,000 | ||||||||||||
Proceeds from convertible debt | $ 5,000 | $ 3,900 | $ 1,500 | |||||||||||
Debt conversion modified discount description | For any Major Investor, the modified terms provide for a fixed conversion discount on the 2020 Convertible Notes of 20% and a common stock warrant equal to 20% of the amount invested in all 2020 Convertible Notes by such Major Investor divided by the weighted average share price of the Common Stock over the five trading days prior to the closing of the Merger | |||||||||||||
2020 Convertible Notes [Member] | Merger Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding principal amount | $ 12,700 | |||||||||||||
Accrued interest | $ 468 | |||||||||||||
Exchange shares issued | 667,788 | |||||||||||||
Debt, weighted average interest rate | 18.22% | 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] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible debt | $ 10,000 | |||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from loans | $ 730 | |||||||||||||
Loan forgiveness | $ 730 | |||||||||||||
Economic Injury Disaster Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from convertible debt | $ 57 | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.75% | |||||||||||||
Debt Instrument, Payment Terms | repayable in monthly installments starting in June 2022 |
Summary of Common Stock Warrant
Summary of Common Stock Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Outstanding Warrants | shares | 455,139 |
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 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 | Apr. 08, 2022 | Mar. 28, 2022 | Mar. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 21, 2021 | |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Preferred stock, shares authorized | 9,764,000 | 9,764,000 | 9,764,000 | ||||||
Fair value of warrants | $ (214,000) | ||||||||
Warrant and rights assumed | 431,537 | 431,537 | |||||||
Warrants and rights outstanding | 455,139 | 455,139 | |||||||
Cancer Genetics Inc Merger [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants and rights outstanding | 426,361 | 426,361 | |||||||
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 | 5,973,509 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares outstanding | 3,489,470 | ||||||||
Shares exchanged for common stock | 4,524,171 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Payments of Stock Issuance Costs | $ 214,000 | ||||||||
Shares exchanged for common stock | 699,395 | ||||||||
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 | $ 250,000 | ||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 81,190 | ||||||||
Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate offering price | $ 15,000,000 | ||||||||
Equity Distribution Agreement [Member] | Canaccord Genuity LLC [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate offering price | $ 20,000,000 | ||||||||
Sales Agreement [Member] | Canaccord Genuity LLC [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 41,162 | ||||||||
Merger Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued | 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 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 | 11,000 | |
Measurement adjustments | (5,528) | |
Settlement | (5,472) | |
Ending Balance | $ 11,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Mar. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
[custom:DecreaseInFairValueMeasurement-0] | $ 4,500 | |||||
[custom:ImpairmentCharge] | $ 4,300 | |||||
Net of estimated disposal costs | $ 4,900 | $ 9,200 | $ 4,900 | |||
Asset Impairment Charges | $ 1,500 | $ 20,200 | 5,400 | |||
Fair Value, Net Asset (Liability) | 388 | $ 388 | ||||
Gain (Loss) on Sales of Loans, Net | $ 106 | |||||
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 | ||||
Warrants term | 5 years | 5 years | ||||
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] | 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 |
Schedule of Reconciliation of N
Schedule of Reconciliation of Numerator and Denominator for Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss from continuing operations | $ (15,807) | $ (18,575) |
Net loss from discontinuing operations | (6,883) | (22,284) |
Net loss | $ (22,690) | $ (40,859) |
Basic and diluted weighted average shares outstanding | 5,868,402 | 4,522,889 |
Basic and diluted net loss per share: | ||
Continuing operations | $ (2.69) | $ (4.11) |
Discontinuing operations | (1.18) | (4.92) |
Net loss | $ (3.87) | $ (9.03) |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 960,544 | 923,401 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 455,139 | 459,382 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 428,301 | 464,019 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 77,104 |
Schedule of Assumptions for Sto
Schedule of Assumptions for Stock Option Grants (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | 0% |
Expected volatility, minimum | 56.30% | 69.50% |
Expected volatility, maximum | 70.72% | 123% |
Risk-free interest rate, minimum | 1.74% | 0.95% |
Risk-free interest rate, maximum | 3.20% | 1.39% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term years simplified method | 3 years | 5 years 6 months |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term years simplified method | 6 years 1 month 6 days | 6 years 1 month 6 days |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options, Beginning Balance | 464,021 | 151,147 | |
Weighted average exercise price, Beginning Balance | $ 20.95 | $ 9.10 | |
Weighted average remaining contractual term, Ending Balance | 7 years 6 months | 8 years 7 months 6 days | 8 years 8 months 12 days |
Number of Options, Granted | 148,855 | 307,988 | |
Weighted average exercise price, Granted | $ 5.02 | $ 21.05 | |
Number of Options, StemoniX options exchanged for Vyant Bio options | (136,276) | ||
Weighted average exercise price, StemoniX options exchanged for Vyant Bio options | $ 9.20 | ||
Number of Options, Vyant Bio options issued to StemoniX option holders | 174,652 | ||
Weighted average exercise price, Vyant Bio options issued to StemoniX option holders | $ 7.20 | ||
Number of Options, assumed in Merger | 11,168 | ||
Weighted average exercise price, Options assumed in Merger | $ 229.75 | ||
Number of Options, Exercised | (1,034) | (7,419) | |
Weighted average exercise price, Exercised | $ 4.80 | $ 6.05 | |
Number of Options, Forfeited | (141,306) | (34,462) | |
Weighted average exercise price, Forfeited | $ 17.64 | $ 18.45 | |
Number of Options, Expired | (42,235) | (2,777) | |
Weighted average exercise price, Expired | $ 36.33 | $ 9.60 | |
Number of Options, Ending Balance | 428,301 | 464,021 | 151,147 |
Weighted average exercise price, Ending Balance | $ 14.97 | $ 20.95 | $ 9.10 |
Number of Options, Exercisable | 232,175 | 127,119 | |
Weighted average exercise price, Exercisable | $ 18.18 | $ 27.90 | |
Weighted average remaining contractual term, Exercisable | 6 years 4 months 24 days | 7 years 1 month 6 days |
Schedule of Share Based Compens
Schedule of Share Based Compensation Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation | $ 1,186 | $ 1,003 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation | 782 | 973 |
Shares Issued For Services [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation | $ 404 | $ 30 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Mar. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option exercisable term | 6 years 4 months 24 days | 7 years 1 month 6 days | ||
Additional shares available for grant | 428,301 | 464,021 | 151,147 | |
Number of options, granted | 148,855 | 307,988 | ||
Additional shares available for grant | 533,495 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 10.23 | $ 17.55 | ||
Unrecognized compensation cost | $ 1.6 | |||
Weighted average period | 2 years 2 months 12 days | |||
Frozen Stock Option Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Option exercisable term | 10 years | |||
2015 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Additional shares available for grant | 38,376 | |||
2021 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting rate | 25% | |||
2021 Equity Incentive Plan [Member] | Officers Key Employees and NonEmployee 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] | ||||
Number of options, granted | 230,300 | |||
2021 Equity Incentive Plan [Member] | Independent Board Members [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of options, granted | 15,618 | |||
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] | ||||
Number of options, granted | 1,735 |
Schedule of Customers Represent
Schedule of Customers Representing Revenues (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 42% | 18% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 10% | 9% |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 4% | 11% |
Customer D [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 15% | 1% |
Customer E [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 10% | 6% |
Customer F [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 19% |
Segment Information and Risk _3
Segment Information and Risk Concentration (Details Narrative) - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer Concentration Risk [Member] | Three Customers [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 77% | 47% |
Geographic Concentration Risk [Member] | Outside of United States [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 47% | 21% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 12, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 23, 2021 | Feb. 21, 2021 | Aug. 21, 2020 | |
Related Party Transaction [Line Items] | |||||||||
Proceeds from sale of convertible note | $ 5,022 | ||||||||
Repayments of Related Party Debt | $ 39 | $ 89 | |||||||
[custom:PaymentForThirdPartyCollaborationArrangement] | $ 60 | ||||||||
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 | $ 1,500 |
Contingencies and Commitments (
Contingencies and Commitments (Details Narrative) $ in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Research and Development Expense | $ 6,772 | $ 4,273 | |
Australian Adult Clinical Trial [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Research and Development Expense | $ 3.9 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Mar. 29, 2023 | Mar. 24, 2023 | Mar. 13, 2023 | Mar. 07, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 09, 2023 | Jan. 31, 2022 | |
Subsequent Event [Line Items] | |||||||||
Operating lease obligation | $ 1,614,000 | $ 690,000 | $ 1,200,000 | ||||||
Operating Lease, Payments | $ 265,000 | $ 509,000 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Insurance policies | $ 1,700,000 | ||||||||
Subsequent Event [Member] | Vivo Pharm [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equipment Expense | $ 200,000 | ||||||||
Operating Lease, Payments | $ 200,000 | ||||||||
Subsequent Event [Member] | San Diego Office And Laboratory Lease Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Termination fee | $ 45,000 | ||||||||
Operating lease obligation | $ 1,200,000 | ||||||||
Subsequent Event [Member] | Equity Distribution Agreement [Member] | Canaccord Genuity LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate offering price | $ 20,000,000 | ||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate offering price | $ 15,000,000 | ||||||||
Cash Preservation Plan [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Termination benefits | $ 954,000 |