Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 11, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36533 | ||
Entity Registrant Name | MEDAVAIL HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 90-0772394 | ||
Entity Address, Address Line One | 4720 East Cotton Gin Loop, | ||
Entity Address, Address Line Two | Suite 220, | ||
Entity Address, City or Town | Phoenix, | ||
Entity Address, State or Province | AZ | ||
Entity Address, Country | US | ||
Entity Address, Postal Zip Code | 85040 | ||
City Area Code | 905 | ||
Local Phone Number | 812-0023 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | MDVL | ||
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 | ||
Emerging Growth | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 63.6 | ||
Entity Common Stock, Shares Outstanding | 80,485,223 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001402479 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 23 | 271 |
Auditor Name | Baker Tilly US, LLP | PricewaterhouseCoopers LLP |
Auditor Location | San Diego, California | Oakville, Ontario, Canada |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,444 | $ 19,689 |
Restricted cash | 676 | 400 |
Accounts receivable (net of allowance for doubtful accounts of $239 thousand for 2022 and $66 thousand for 2021) | 2,209 | 1,189 |
Inventories | 6,937 | 3,916 |
Prepaid expenses and other current assets | 2,663 | 2,191 |
Total current assets | 23,929 | 27,385 |
Property, plant and equipment, net | 6,455 | 5,692 |
Intangible assets, net | 465 | 2,300 |
Right-of-use assets | 2,085 | 2,538 |
Other assets | 198 | 228 |
Total assets | 33,132 | 38,143 |
Current liabilities: | ||
Accounts payable | 1,675 | 2,477 |
Accrued liabilities | 1,193 | 1,530 |
Accrued payroll and benefits | 2,213 | 2,733 |
Deferred revenue | 152 | 83 |
Current portion of lease obligations | 708 | 682 |
Total current liabilities | 5,941 | 7,505 |
Long-term debt | 4,798 | 9,538 |
Long-term portion of lease obligations | 1,569 | 2,027 |
Total liabilities | 12,308 | 19,070 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity: | ||
Common shares ($0.001 par value, 300,000,000 and 100,000,000 shares authorized, 81,169,719 and 32,902,048 shares issued and outstanding at December 31, 2022 and 2021, respectively) | 81 | 33 |
Warrants | 11,148 | 1,373 |
Additional paid-in-capital | 256,229 | 216,685 |
Accumulated other comprehensive loss | (6,928) | (6,928) |
Accumulated deficit | (239,706) | (192,090) |
Total shareholders’ equity | 20,824 | 19,073 |
Total liabilities and shareholders’ equity | $ 33,132 | $ 38,143 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 239 | $ 66 |
Common shares, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common shares, authorized (in shares) | 300,000,000 | 100,000,000 |
Common shares, issued (in shares) | 81,169,719 | 32,902,048 |
Common shares, outstanding (in shares) | 81,169,719 | 32,902,048 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Revenue: | ||
Total revenue | $ 43,109 | $ 22,129 |
Cost of products sold and services: | ||
Total cost of products sold and services | 40,524 | 21,812 |
Operating expense: | ||
Pharmacy operations | 15,907 | 13,496 |
General and administrative | 23,499 | 22,277 |
Selling and marketing | 8,486 | 7,204 |
Research and development | 1,115 | 849 |
Total operating expense | 49,007 | 43,826 |
Operating loss | (46,422) | (43,509) |
Other gain (loss), net | 0 | 206 |
Interest income | 2 | 79 |
Interest expense | (1,172) | (589) |
Loss before income taxes | (47,592) | (43,813) |
Income tax expense | (24) | (2) |
Total comprehensive loss | (47,616) | (43,815) |
Net loss and comprehensive loss | $ (47,616) | $ (43,815) |
Net loss per share - basic (in USD per share) | $ / shares | $ (0.72) | $ (1.34) |
Net loss per share - diluted (in USD per share) | $ / shares | $ (0.72) | $ (1.34) |
Weighted average shares outstanding - diluted (in shares) | shares | 65,776,384 | 32,656,325 |
Weighted average shares outstanding - basic (in shares) | shares | 65,776,384 | 32,656,325 |
Number of vote per share | vote | 1 | |
Warrants Issued April 04, 2022, Exercise Price | ||
Operating expense: | ||
Expected life (in years) | 5 years | |
Grant price (in USD per share) | $ / shares | $ 1.25 | |
Warrants Issued July 01, 2022, Exercise Price | ||
Operating expense: | ||
Expected life (in years) | 5 years | |
Grant price (in USD per share) | $ / shares | $ 1.25 | |
Pharmacy and hardware revenue | ||
Revenue: | ||
Total revenue | $ 42,468 | $ 21,119 |
Cost of products sold and services: | ||
Total cost of products sold and services | 40,259 | 21,306 |
Service revenue | ||
Revenue: | ||
Total revenue | 641 | 1,010 |
Cost of products sold and services: | ||
Total cost of products sold and services | $ 265 | $ 506 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares | Warrants | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | ||
Common Stock, Balance at beginning of period (in shares) at Dec. 31, 2020 | [1] | 31,816,020 | ||||||
Balance at beginning of period at Dec. 31, 2020 | $ 61,067 | $ 32 | [1] | $ 2,614 | $ 213,624 | $ (148,275) | $ (6,928) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (43,815) | (43,815) | ||||||
Exercise of warrants (in shares) | [1] | 794,804 | ||||||
Exercise of warrants | $ 151 | $ 1 | [1] | (1,241) | 1,391 | |||
Shares issued for options exercises (in shares) | 237,330 | 248,485 | [1] | |||||
Shares issued for options exercises | $ 393 | 393 | ||||||
Shares issued for ESPP (in shares) | [1] | 42,739 | ||||||
Shares issued for ESPP | 72 | 72 | ||||||
Share-based compensation | $ 1,205 | 1,205 | ||||||
Common Stock, Balance at end of period (in shares) at Dec. 31, 2021 | 32,902,048 | 32,902,048 | [1] | |||||
Balance at end of period at Dec. 31, 2021 | $ 19,073 | $ 33 | [1] | 1,373 | 216,685 | (192,090) | (6,928) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | $ (47,616) | (47,616) | ||||||
Exercise of warrants (in shares) | 0 | |||||||
Issuance of common shares (in shares) | [1] | 47,058,820 | ||||||
Issuance of common shares with private placement (Note 19) | $ 46,962 | $ 48 | [1] | 46,914 | ||||
Issuance of warrants | 0 | 9,775 | (9,775) | |||||
Shares issued for vested restricted stock units (in shares) | [1] | 89,237 | ||||||
Shares issued for options exercises (in shares) | [1] | 6,874 | ||||||
Shares issued for ESPP (in shares) | [1] | 112,740 | ||||||
Shares issued for ESPP | 109 | 109 | ||||||
Share-based compensation | $ 2,296 | 2,296 | ||||||
Common Stock, Balance at end of period (in shares) at Dec. 31, 2022 | 81,169,719 | 80,169,719 | [1] | |||||
Balance at end of period at Dec. 31, 2022 | $ 20,824 | $ 81 | [1] | $ 11,148 | $ 256,229 | $ (239,706) | $ (6,928) | |
[1]Preferred shares ($0.001 par value), 10,000,000 shares authorized with zero issued and outstanding at December 31, 2022 and 2021. |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Preferred shares, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred shares, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred shares, issued (in shares) | 0 | 0 |
Preferred shares, outstanding (in shares) | 0 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (47,616) | $ (43,815) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property, plant, and equipment | 1,214 | 1,174 |
Amortization of intangible and leased assets | 3,441 | 1,403 |
Bad debt and other non-cash receivables adjustments | 173 | 83 |
Term loan discount amortization and interest accretion on debt | 260 | 162 |
Impairment of lease asset | (27) | 0 |
Share-based compensation expense | 2,296 | 1,205 |
Provisions for inventory | 0 | 626 |
PPP loan forgiveness gain | 0 | (161) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,193) | 248 |
Inventory | (4,222) | (3,542) |
Prepaid expenses and other assets | (472) | (657) |
Accounts payable | (483) | 891 |
Accrued liabilities | 25 | 739 |
Accrued payroll and benefits liabilities | (520) | (27) |
Deferred revenue | 69 | (192) |
Operating lease liability due to cash payments | (609) | (656) |
Net cash used in operating activities | (47,664) | (42,519) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (1,216) | (841) |
Purchase of intangible and other assets | (1,088) | (2,448) |
Refund (payment) of security deposits | 30 | (25) |
Net cash used in investing activities | (2,274) | (3,314) |
Net cash flows from financing activities: | ||
Proceeds from issuance of common shares and warrants with private placement | 46,962 | 0 |
Proceeds from issuance of common shares upon exercise of options and warrants, and ESPP | 109 | 616 |
Proceeds from debt | 0 | 10,000 |
Payment of debt issuance costs | 0 | (624) |
Repayment of debt | (5,000) | (2,000) |
Payments on financing lease obligations | (102) | (66) |
Net cash provided by financing activities | 41,969 | 7,926 |
Net decrease in cash, cash equivalents, and restricted cash | (7,969) | (37,907) |
Cash, cash equivalents, and restricted cash at beginning of period | 20,089 | 57,996 |
Cash, cash equivalents, and restricted cash at end of period | 12,120 | 20,089 |
Supplemental cash flow information: | ||
Cash paid for interest | 877 | 366 |
Inventory transferred to property, plant and equipment | 1,201 | 1,817 |
Property, plant and equipment transferred to intangible assets | 0 | 42 |
Purchases of intangible assets in accounts payable | 0 | 241 |
Purchases of property, plant and equipment in accounts payable and accrued liabilities | 15 | 455 |
Lease liabilities arising from obtaining right-of-use assets: | ||
Operating leases | 206 | 2,179 |
Finance leases | $ 73 | $ 97 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS MedAvail Holdings, Inc., or MedAvail, or the Company, a Delaware corporation, is a pharmacy technology and services company that has developed and commercialized an innovative self-service pharmacy, mobile application, and kiosk. The Company’s principal technology and product is the MedCenter, a pharmacist controlled, customer-interactive, prescription dispensing system akin to a “pharmacy in a box” or prescription-dispensing ATM. The MedCenter facilitates live pharmacist counseling via two-way audio-video communication with the ability to dispense prescription medicines under pharmacist control. The Company also operates SpotRx, or the Pharmacy, a full-service retail pharmacy utilizing the Company’s automated pharmacy technology. Exit of Pharmacy Services and SpotRx On January 19, 2023, the Company announced a plan to exit the pharmacy services business to focus on our pharmacy technology business. Following the exit from the pharmacy services business the Company consists solely of the pharmacy technology business. In connection with the exit from the pharmacy services business, to focus on the pharmacy technology business, the Company initiated a reduction in force or the Reduction, in which approximately 75% of the Company’s full-time employees were immediately terminated, effective January 18, 2023. The employees that were subject to the Reduction were employees of the pharmacy services business. The purpose of the Reduction is to preserve capital with the goal of maximizing the opportunity available to pursue the pharmacy technology business. The Company entered into an Asset Purchase and Sale Agreement dated January 20, 2023, as amended, with German Dobson CVS, L.L.C., Garfield Beach CVS, L.L.C., Longs Drug Stores California, L.L.C., Woodward Detroit CVS, L.L.C. and Holiday CVS, L.L.C. or collectively CVS, pursuant to which the Company agreed to sell certain assets, including pharmacy records, and inventory from SpotRx pharmacies located in Tucson and Phoenix, Arizona; Buena Park, Laguna Hills and San Fernando, California; Southfield, Michigan; and in Orlando and Tampa, Florida. The transaction closed on February 9, 2023, for a final purchase price of $2.9 million (subject to $0.1 million fees and a $0.2 million holdback). Upon closing, the pharmacy records and inventory purchased by CVS were transferred from the SpotRx pharmacies to nearby CVS pharmacy locations. On April 6, 2023, we announced that we had completed the transactions contemplated by the Asset Purchase Agreement, including the disposition of the specific assets therein, on February 10, 2023. As of March 31, 2023, we have substantially completed our exit from the pharmacy services business. For the year ended December 31, 2022, the pharmacy services business comprises approximately 97% of the Company’s total revenues. As of December 31, 2022, inventory from SpotRx pharmacies comprised approximately $3.0 million, or 9%, of total consolidated assets. Pharmacy service business assets, other than inventory amounts discussed above, are expected to be primarily reabsorbed or settled, or to a lesser extent, sold or abandoned. See Note 20 for further details related to the Company’s revenue and assets attributed to the Company’s pharmacy services business. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | LIQUIDITY The consolidated financial statements for the years ended December 31, 2022 and 2021 were prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be required to liquidate its assets. As of December 31, 2022, the Company had $11.4 million in cash and cash equivalents and an accumulated deficit of $239.7 million. Furthermore, net cash used in operating activities for the years ended December 31, 2022 and 2021 was $47.7 million and $42.5 million, respectively. Since inception through December 31, 2022, the Company continually incurred losses from its operations which have been financed primarily by net cash proceeds from the sale of stock from private placements, the sale of redeemable preferred stock and debt. Relevant accounting standards require that management make a determination as to whether or not substantial doubt exists as to the Company’s ability to continue as a going concern. If substantial doubt does exist management should determine if there are plans in place which alleviate that doubt. The Company had previously identified substantial doubt as to the Company’s ability to continue as a going concern in the prior year as of March 29, 2022. Given, however, its recent private placement as described herein, and the reduction in operation cost resulting from its disposition of assets, the Company’s management determined given ongoing cash requirements to fund operations, the Company has sufficient financial resources to continue operations through the date of this report and one year from the date of the financial statement issuance date, with no substantial doubt as to the Company’s ability to continue as a going concern going forward. On March 9, 2023, the Company entered into a Securities Purchase Agreement, or private placement (the “Offering”), of securities with certain institutional investors, or the Investors. Upon close of the transaction the Company received gross proceeds from the Offering of approximately $16 million, before deducting offering expenses. The Company intends to use the net proceeds from this offering to fund one-time costs associated with restructuring, repay outstanding debt, and finance its growth initiatives related to its MedCenter technology business. Pursuant to the terms of the Offering, the Company agreed to issue pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”) and Series A warrants to purchase common stock (the “Series A Warrants”), to be issued following stockholder approval of the Offering. See note 21 for further information regarding the private placement if securities issued on March 9, 2023. In April 2022, the Company completed a private placement, pursuant to which the Company received $40.0 million in gross proceeds, with an additional $10.0 million in gross proceeds received upon the second close that occurred on July 1, 2022, before deducting placement agent commissions and other offering expenses totaling $3.0 million. Additionally, the private placement included warrants, some of which may be callable at the Company’s option beginning on each of the 12 month and 24 month anniversaries of the warrant issuance dates and subject to the satisfaction of certain pricing conditions relating to the trading of the Company’s shares. See Note 19 for further information regarding the private placement warrants. The Company added to its liquidity resources in 2021 through a senior secured term loan facility with Silicon Valley Bank, or SVB, as described in Note 13, pursuant to which we borrowed $10.0 million in aggregate initial term loans. See Note 13 for further information regarding the Company’s senior secured term loan facility and Note 21 related to subsequent events related to SVB and amounts borrowed. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Basis of Presentation The consolidated financial statements include the accounts of all subsidiaries of the Company with intercompany transactions and balances eliminated on consolidation. All of the Company’s subsidiaries are wholly owned. These consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”) on a basis consistent for all periods presented. The preparation of financial statements in accordance with U.S. GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Actual results could differ from those estimates. Estimates are used in accounting for, among other things, revenue recognition, contract loss accruals, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization and in-process research and development intangible assets, impairment of long-lived assets; and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed to be necessary. Fiscal years ended December 31, 2022 and December 31, 2021, respectively, may be referred to as 2022 and 2021. Amounts presented in these consolidated financial statements are in United States dollars unless otherwise indicated. Our critical accounting policies are those that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our accounting policies are set forth in Note 4, Significant Accounting Policies. Risks and Uncertainties relating to COVID-19 The Company bases its estimates on the information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances including estimates of the impact of COVID-19. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors, including but not limited to, the severity and duration of COVID-19, the extent to which it will impact our clinic customers, employees, suppliers, vendors, and business partners. The Company assessed certain accounting matters that require consideration of estimates and assumptions in context with the information reasonably available to the Company and known and unknown impacts of COVID-19 as of December 31, 2022 and through the date of this report. The accounting matters assessed included, but were not limited to, the recoverability of the Company’s, PPE and intangible assets, net realizable value of inventory, and recoverability of right-of-use operating lease assets. The Company is not aware of any events or existing circumstances which would require it to update its estimates, judgments, or revise the carrying value of its assets or liabilities. Principles of consolidation |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. The Company’s cash and cash equivalents generally include funds held in checking and savings accounts at large American and Canadian financial institutions and denominated in U.S. Dollars and Canadian Dollars. Restricted Cash The Company considers cash to be restricted when withdrawal or general use is legally restricted. During the years ended December 31, 2022 and December 31, 2021, pursuant to a Loan and Security Agreement with Silicon Valley Bank, See Note 13, we issued letters of credit to secure certain operating leases, and we are required to maintain a $0.7 million and $0.4 million, respectively, with the bank to secure the outstanding letters of credit. Due to the nature of the deposits, the balances were classified as restricted cash. Restricted cash was included in the balance for cash presented in the statements of cash flows. Accounts Receivable Accounts receivable are primarily comprised of trade receivables presented net of allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of amounts owed by customers. The allowance consists of known specific troubled accounts as well as an amount based on overall estimated potential uncollectible accounts receivable based on historical experience. At December 31, 2022 and 2021, the allowance for doubtful accounts had a balance of $0.2 million and $0.1 million, respectively. Prepaid expenses and other current assets Prepaid expenses and other current assets consist primarily of prepaid amounts for insurance, rent and general operating expenses. Research and Development Research and development expenses represent costs incurred to internally develop and innovate the MedCenter platform technology, including research and development on the MedCenter hardware, and related software and supporting information technology infrastructure. Wages and salaries consist of compensation costs incurred for research and development employees and contractors including bonuses, health plans, severance, and contractor costs. The Company does not incur research and development for others or provided such services to external parties. When research and development costs are incurred to develop hardware, the costs are expensed until technological feasibility is achieved, at which point the costs are capitalized. Software Software development costs are accrued and expensed based on ASC 985 or ASC 350 for external and internal use software, respectively. External use software includes software costs for applications that the Company intends to sell or lease (in conjunction with related hardware). Internal use software includes software costs for applications that are used internally. Any software development costs that are incurred prior to the point where the project has demonstrated technological feasibility are expensed as they are incurred. Once technological feasibility has been established, development costs are capitalized. Once development is complete and the software is made available for release to customers, capitalization is no longer appropriate because any remaining costs are considered ongoing maintenance and support. These are expensed as they are incurred. The definition of “technological feasibility”, per ASC 985 or ASC 350, is “the technological feasibility of a computer software product is established when the entity has completed all planning, designing, coding, and testing activities that are necessary to establish that the product can be produced to meet its design specifications including functions, features, and technical performance requirements.” Software development costs are subject to these rules regardless of whether the costs were generated internally (employee time) or externally (vendor fees). Foreign Currency Translation The functional currency for all our subsidiaries is the U.S. dollar. Gains and losses resulting from the remeasurement of foreign currency amounts to the functional currency are included in operating expenses in the consolidated statements of comprehensive loss. Gains and losses resulting from translating assets and liabilities from the functional currency to U.S. dollars are included in foreign currency translation adjustment in the consolidated statements of operations and comprehensive loss. Pharmacy Technology Revenue Recognition The Company accounts for revenue under Accounting Standards Codification, or ASC, Topic 606: Revenue from Contracts with Customers, or Topic 606. The amount of revenue recognized for any goods or services reflects the consideration that the Company expects to be entitled to receive in exchange for those goods and services. To achieve this core principle, the Company applies the following five-step approach: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a performance obligation is satisfied. A contract is accounted for when approved by both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. In certain instances, the Company concluded that distinct goods or services should be accounted for as a single performance obligation that is a series of distinct goods or services that have the same pattern of transfer to the customer. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price, utilizing the expected value method. During 2022 and 2021, none of our pharmacy technology contracts included variable consideration. Determining the transaction price requires judgment. The Company must also determine if the promises to transfer the goods or services to the customer are separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are not met, the promised services are accounted for as a single performance obligation. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis. We determine each SSP based on the Company’s history of selling such performance obligations as standalone goods or services. When no observable evidence exists, we estimate SSP using cost-plus method. In cases where the cost-plus method is used, to establish the gross margins we utilize all observable data points including, market and industry data points and the Company’s pricing practices. Subscription Revenue The Company provides MedCenter units to customers on a contract that includes software license and maintenance services or a Subscription Agreement. Subscription Agreements include operating leases for the MedCenter units with a non-cancelable term of 12 months or less, and are recorded following lessor guidance for operating leases. MedCenters leased to customers are carried on the Company’s consolidated balance sheets as MedCenter equipment and depreciated. For the years ended December 31, 2022 and 2021, subscription revenue was $0.4 million for both periods, respectively, within the pharmacy and hardware revenue on the consolidated statements of operations and comprehensive loss. MedCenter Revenue The Company derives revenue from the sale of MedPlatform Systems, which include MedCenter prescription dispensing kiosks, and the associated installation, software, maintenance and support, and professional service components necessary for operation, representing multiple distinct performance obligations. Hardware and installation revenue is recognized when the MedCenter is delivered, installed, and controlled by the customer. Software, and maintenance and support revenue is recognized over the term of the MedCenter Systems contract. Professional service revenue is recognized on a proportional performance, time-and-materials basis, as the services are delivered to the customer. For any consideration received prior to the fulfillment of the obligation, deferred revenue is recorded. As of December 31, 2022 and 2021, deferred revenue on the consolidated balance sheets was $0.2 million and $0.1 million, respectively. Retail Pharmacy Revenue Recognition The Company recognizes revenue, net of sales taxes and expected returns, at the time it sells merchandise or dispenses prescription drugs to the customer. Revenue from the sale of the pharmaceutical products is recorded at a transaction price which includes an estimate of direct and indirect remuneration fees or DIR fees associated with prescription drugs dispensed during the year. DIR fees are calculated by pharmacy benefit managers or PBMs after the sale is completed pursuant to contract terms. The DIR fees under these arrangements are estimated at the time of sale and recognized as a reduction in revenue. Management developed the estimated provisions for revenue reserves based on historical trends adjusted for product mix and PBM mix. Inventory Inventory used in the retail pharmacy services segment consists of pharmaceuticals, which are carried at the lower of cost (first in, first out) or net realizable value. Inventory used in the pharmacy technology segment consists primarily of MedCenter units which are finished goods, as well as spare parts. Inventories are carried at the lower of cost (specific identification) or net realizable value. Impairment of Long Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company compares the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. For the years ended December 31, 2022 and 2021, the Company did not recognize any significant impairments of long lived assets. Property, plant and equipment Property, plant and equipment are carried at cost less accumulated depreciation and impairment. Gains and losses arising on the disposal of individual assets are recognized in income in the period of disposal. Costs, including financing charges and certain design, construction and installation costs related to assets that are under construction and are in the process of being readied for their intended use, are recorded as construction-in-progress and are not subject to depreciation. Depreciation begins when an asset is placed into service on a straight-line basis over the estimated useful lives as follows: IT equipment 1 – 3 years General plant and equipment 5 – 8 years Vehicles 5 years Office furniture and equipment 5 – 8 years Leasehold improvements lesser of useful life or term of lease MedCenter equipment 8 years Maintenance and repairs are charged to expense as incurred. Renewals and betterments that materially prolong the useful lives of the assets are capitalized. The cost and related accumulated depreciation of property retired or sold are removed from the accounts, and gains or losses are recognized in the consolidated statements of operations. Intangible Assets Intangible assets consist of software, patents and know-how. Intangible assets acquired through asset acquisitions or business combinations are initially recognized at fair value based on an allocation of the purchase price. Software includes internal and external use software costs that are accounted for in accordance with ASC 350 and ASC 925, respectively. Costs associated with application development are capitalized as intangible assets. All other costs including planning, training, and conceptual evaluation are expensed. The intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization of the intellectual property commenced in 2014 on delivery of the first proof of concept MedCenter. The Company evaluates the reasonableness of the estimated useful lives of these intangible assets on an annual basis. Amortization is recorded from the date each asset is placed into service on a straight-line basis over the estimated useful lives of intangible assets as follows: Intellectual property 6 years Website and mobile application 2 years Software 1 – 5 years Leases The Company maintains operating leases primarily for manufacturing facilities, central pharmacies, research and development facilities, corporate offices, and certain equipment. ASC 842 requires lessees to recognize a right-of-use, or ROU, asset and a lease liability on the balance sheet for substantially all leases, except for short-term leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. New contracts are analyzed to determine whether they include leased assets; such leases are referred to as embedded leases. When evaluating contracts for embedded leases, the Company exercises judgment to determine if there is an explicitly or implicitly identified asset in the contract and if the Company controls the use of that asset. The Company’s accounting policy treats leases with an initial term of 12 months or less as short-term leases. Lease expense for short-term lease payments are recognized on a straight-line basis over the term of the lease. Operating lease right-of-use, or ROU, assets and lease liabilities are recognized based on the present value of lease payments over the lease term. Because most of the leases do not include an implicit discount rate, the Company uses its incremental borrowing rate to calculate the present value of lease payments. As a practical expedient, the Company has elected not to separate lease components (e.g. payments for rent, real estate taxes and insurance costs) from non-lease components (e.g. common-area maintenance costs). As a result, if the non-lease components are fixed, they are included when calculating the ROU asset and related lease liability. See Note 12 for additional disclosures. Share-based compensation The Company has a stock compensation plans whereby awards are granted to certain employees. The fair value of the stock options and restricted stock units or RSUs granted by the Company to employees is recognized as compensation expense on a straight-line basis over the applicable vesting period. The fair value of the options and RSU’s are measured using the Black-Scholes option pricing model and intrinsic value, respectively, as of the grant date. Shares issued upon the exercise of options and vesting of RSUs are new shares. Forfeitures are estimated based on historical experience and expense related to awards, and the estimate is adjusted over the term of the awards to reflect their probability of vesting. All fully vested awards are fully expensed. The Company has an employee stock purchase plan or ESPP, whereby employees may purchase a limited number of shares of the Company’s common stock. The fair value of the ESPP shares purchased by employees, as of the grant date, is recognized as compensation expense on a straight-line basis over the period from the grant date to the exercise date. Warrants The Company issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards once issued. Certain obligations to issue warrants as compensation for services may be initially classified as liabilities before the warrants are issued. The fair value of the awards are measured using the Black-Scholes option pricing or Monte-Carlo simulation models as of the grant date. Warrants issued are initially recorded at fair value as a reduction to additional paid in capital or as an expense if the warrants are issued to pay for services. Financing costs |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Standards Not Yet Adopted Measurement of Credit Losses on Financial Statements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)”- Measurement of Credit Losses on Financial Instruments”, (“ASU 2016-13”), supplemented by ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, (“ASU 2018-19”). The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 became effective for Public Business Entities who are SEC filers for fiscal years beginning after December 15, 2019, other than smaller reporting companies, all other public business entities and private companies, with early adoption permitted. ASU No. 2016-13 will be effective beginning in the first quarter of the Company's fiscal year 2023. The adoption of ASU 2019-13 is not expected to have a material impact on our consolidated financial statements. Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820)”- Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, (“ASU 2022-03”). The amendments in this update clarify the guidance in Topic 820. ASU 2022-03 becomes effective for Public Business Entities who are SEC filers for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. ASU No. 2022-03 will be effective beginning in the first quarter of the Company's fiscal year 2024. The Company has not yet completed its evaluation of the impact of this new guidance on its consolidated financial statements. There was no other recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s consolidated financial statements through the reporting date. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. The following table presents warrants included in weighted average shares outstanding due to their insignificant exercise price, during the period from the date of issuance to the exercise date. After these warrants were exercised the related issued and outstanding common shares are included in weighted average shares outstanding: Shares Issuance Date Exercise Date 118,228 May 9, 2018 May 10, 2021 309,698 February 11, 2020 May 10, 2021 84,911 June 29, 2020 May 10, 2021 39,208 November 18, 2020 May 10, 2021 19,310 November 18, 2020 Outstanding During the years ended December 31, 2022 and 2021, there was no potential dilution from stock options, RSUs, and other warrants due to the Company’s net loss position. As of December 31, 2022 and 2021, there was a total of 31,023,725 and 4,369,668, respectively, of potential common shares underlying outstanding stock options, RSUs and other warrants. See Note 19. The following table sets forth the computation of basic and diluted earnings per share (in thousands, expect for share and per share amounts): Year Ended December 31, 2022 2021 Net loss - basic and diluted $ (47,616) $ (43,815) Weighted average shares - basic and diluted 65,776,384 32,656,325 Net loss per share - basic and diluted $ (0.72) $ (1.34) |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS As of December 31, 2022 and 2021, there were no assets and liabilities that were accounted for at fair value on a reoccurring basis. Fair value measurements are categorized in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets or liabilities include: a. quoted prices for similar assets or liabilities in active markets; b. quoted prices for identical or similar assets or liabilities in inactive markets; c. inputs other than quoted prices that are observable for the asset or liability; d. inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3- Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure. The carrying amount of the Company's term loan approximates fair value based upon market interest rates available to us for debt of similar risk and maturities. Refer to Note 13, Debt, for further information regarding the Company’s term loan. The carrying amount of cash and cash equivalents and restricted cash approximates fair value. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY The following table presents detail of inventory balances (in thousands): December 31, 2022 2021 Inventory: MedCenter hardware $ 3,331 $ 1,201 Pharmaceuticals 2,943 2,150 Spare parts 663 565 Total inventory $ 6,937 $ 3,916 During the year ended December 31, 2022 there were no inventory cost adjustments. During the year ended December 31 2021, the Company recorded inventory cost adjustments of $0.6 million, that were included in pharmacy and hardware cost of products sold on the consolidated statement of operations and comprehensive loss. The 2021 inventory cost adjustments were specific to the M5 MedCenter model. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table presents prepaid expenses and other current assets balances (in thousands): December 31, 2022 2021 Prepaid expenses and other current assets: Prepaid MedCenter inventory $ 1,359 $ 1,050 Prepaid insurance 921 509 Other 383 632 Total prepaid expenses and other current assets $ 2,663 $ 2,191 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENTThe Company’s principal technology product offering is the MedCenter. MedCenter equipment includes the hardware and components necessary for installation and operation. The following tables present property, plant and equipment balances (in thousands): Estimated useful lives December 31, December 31, 2022 2021 Property, plant and equipment: MedCenter equipment 8 years $ 7,983 $ 5,875 IT equipment 1 - 3 years 2,394 2,361 Leasehold improvements lesser of useful life or term of lease 980 880 General plant and equipment 5 - 8 years 619 603 Office furniture and equipment 5 - 8 years 551 394 Vehicles 5 years 54 54 Construction-in-process 414 1,021 Total historical cost 12,995 11,188 Accumulated depreciation (6,540) (5,496) Total property, plant and equipment, net $ 6,455 $ 5,692 During the years ended December 31, 2022 and 2021, there was a transfer of $1.2 million and $1.8 million, respectively, from inventory to property, plant and equipment. MedCenter units in inventory are transferred to property, plant and equipment when those units are either placed at one of the Company’s SpotRx clinics or leased to a third party. As of December 31, 2022 and 2021, $0.9 million and $1.7 million worth of MedCenter equipment was leased under Subscription Agreements, respectively, net of $0.5 million and $1.0 million accumulated depreciation, in property, plant and equipment. The Company recognized $1.2 million of depreciation for each of the years ended December 31, 2022 and 2021, respectively, of which $0.1 million and $0.2 million, respectively, were included in pharmacy and hardware cost of products sold. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | - INTANGIBLE ASSETS The following table presents intangible asset balances (in thousands): December 31, 2022 2021 Gross intangible assets: Software $ 5,321 $ 4,475 Intellectual property 3,857 3,857 Website and mobile application 583 583 Total intangible assets 9,761 8,915 Accumulated amortization: Software (4,856) (2,175) Intellectual property (3,857) (3,857) Website and mobile application (583) (583) Total accumulated amortization (9,296) (6,615) Total net book value $ 465 $ 2,300 The Company recognized $2.7 million and $0.6 million of amortization for the years ended December 31, 2022 and 2021, respectively, which was included in operating expenses. The increase in Software amortization is the result of a decrease in the remaining useful life of the asset, due to obsolescence, resulting in an increased amortization of $1.9 million for the year ended December 31, 2022. The remaining balance will amortize as follows: December 31, 2022 2023 $ 119 2024 106 2025 103 2026 103 2027 34 Thereafter — Total amortization 465 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company maintains operating leases primarily for central pharmacies, corporate offices, research and development facilities, and certain equipment. Lease terms include options to extend or terminate leases when it is reasonably certain that the Company will exercise those options. Real estate leases for facilities have a remaining lease term of 1 – 5 years. Certain of the lease agreements contain variable lease payments that are adjusted periodically to adjust estimated amounts for actual operating expenses; these variable amounts are not material. When sublease income is generated for certain properties, MedAvail records its liability separately from those expected inflows. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease expenses were $0.9 million for each of the years ended December 31, 2022 and 2021, respectively. Balance sheet amounts for lease assets and leases liabilities are as follows (in thousands): December 31, 2022 2021 Assets Operating: $ 1,953 $ 2,376 Finance: 132 162 Total assets $ 2,085 $ 2,538 Liabilities: Operating: Current 626 599 Long-term 1,518 1,947 Finance: Current 82 83 Long-term 51 80 Total liabilities $ 2,277 $ 2,709 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s leases as follows: December 31, 2022 2021 Finance leases: Weighted-average remaining lease term (years) 1.6 1.5 Weighted-average discount rate 8.7 % 8.8 % Operating leases: Weighted-average remaining lease term (years) 3.6 4.2 Weighted-average discount rate 6.9 % 6.9 % Maturities of operating lease liabilities are as follows (in thousands): December 31, 2022 2023 $ 755 2024 617 2025 534 2026 468 2027 64 Thereafter — Total lease payments 2,438 Less: present value discount (294) Total leases $ 2,144 Maturities of finance lease liabilities are as follows (in thousands): December 31, 2022 2023 $ 92 2024 49 2025 4 2026 — 2027 — Thereafter — Total finance lease payments 145 Less: imputed interest (12) Total leases $ 133 |
LEASES | LEASES The Company maintains operating leases primarily for central pharmacies, corporate offices, research and development facilities, and certain equipment. Lease terms include options to extend or terminate leases when it is reasonably certain that the Company will exercise those options. Real estate leases for facilities have a remaining lease term of 1 – 5 years. Certain of the lease agreements contain variable lease payments that are adjusted periodically to adjust estimated amounts for actual operating expenses; these variable amounts are not material. When sublease income is generated for certain properties, MedAvail records its liability separately from those expected inflows. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease expenses were $0.9 million for each of the years ended December 31, 2022 and 2021, respectively. Balance sheet amounts for lease assets and leases liabilities are as follows (in thousands): December 31, 2022 2021 Assets Operating: $ 1,953 $ 2,376 Finance: 132 162 Total assets $ 2,085 $ 2,538 Liabilities: Operating: Current 626 599 Long-term 1,518 1,947 Finance: Current 82 83 Long-term 51 80 Total liabilities $ 2,277 $ 2,709 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s leases as follows: December 31, 2022 2021 Finance leases: Weighted-average remaining lease term (years) 1.6 1.5 Weighted-average discount rate 8.7 % 8.8 % Operating leases: Weighted-average remaining lease term (years) 3.6 4.2 Weighted-average discount rate 6.9 % 6.9 % Maturities of operating lease liabilities are as follows (in thousands): December 31, 2022 2023 $ 755 2024 617 2025 534 2026 468 2027 64 Thereafter — Total lease payments 2,438 Less: present value discount (294) Total leases $ 2,144 Maturities of finance lease liabilities are as follows (in thousands): December 31, 2022 2023 $ 92 2024 49 2025 4 2026 — 2027 — Thereafter — Total finance lease payments 145 Less: imputed interest (12) Total leases $ 133 |
LONG TERM DEBT, NET
LONG TERM DEBT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG TERM DEBT, NET | LONG TERM DEBT, NET The following table presents debt balances (in thousands): December 31, 2022 2021 Term loan $ 5,182 $ 10,070 Term loan discount (384) (532) Total debt 4,798 9,538 Less Short-term debt — — Long-term debt $ 4,798 $ 9,538 Term Loan On June 7, 2021, the Company entered into a Loan and Security Agreement, or the Loan Agreement, with Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P., or the Lenders, pursuant to which we borrowed $10.0 million in aggregate initial term loans, the (Initial Loans). The Initial Loans and the Company's obligations under the Loan Agreement are guaranteed by certain of our subsidiaries and are secured by substantially all of the assets of the Company and its subsidiary guarantors. The Initial Loans mature on April 1, 2026. In December 2022 the Company made a discretionary $5.0 million principal payment. The remaining principal repayment will commence on May 1, 2024 in equal monthly installments of the outstanding Loan balance through the maturity date. The Initial Loans bear interest at a floating rate equal to the greater of 7.25% or the Prime Rate plus 4.0% (11.5% at December 31, 2022). See Note 21 for further details relating to additional discretionary principal payments. The Company may elect to prepay the Initial Loans, in whole but not in part, at any time. If the Company elects to voluntarily prepay the Initial Loans before the scheduled maturity date, the Company is required to pay the Lenders, a prepayment premium, equal to 3.0% of the outstanding principal balance if the prepayment occurs on or before June 7, 2022, 2.0% of the outstanding principal balance if the prepayment occurs on or before June 7, 2023, or 1.0% for a prepayment made after June 7, 2023, but before the scheduled maturity date. A prepayment premium is also applicable to a mandatory prepayment of the Initial Loans upon an acceleration of the Initial Loans. Upon a voluntary or mandatory prepayment of the Initial Loans, the Company is also required to pay the Lenders’ expenses and all accrued but unpaid interest on the Initial Loans through the prepayment date. A final payment fee equal to 4.75% of the Initial original principal amount of the Loans advanced will be due at the earlier of the maturity date, acceleration of the Initial Loans, or a voluntary or mandatory prepayment of the Initial Loans. The final payment fee is accreted to the Loan balance over the loan term using the effective interest method. The Loan Agreement includes customary representations and covenants that, subject to exceptions and qualifications, restrict the Company's ability to do the following things: engage in mergers, acquisitions, and asset sales; transact with affiliates; undergo a change in control; engage in businesses that are not related to existing business; add or change business locations; incur additional indebtedness; incur additional liens; make loans and investments; declare dividends or redeem or repurchase equity interests; and make certain amendments or payments in respect of any subordinated debt. In addition, the Loan Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our bank accounts, protection of our intellectual property, reporting requirements, compliance with applicable laws and regulations, and formation or acquisition of new subsidiaries. Upon the occurrence and during the continuance of an event of default, the Lenders may declare all outstanding principal and accrued and unpaid interest under the Loan Agreement immediately due and payable and may exercise the other rights and remedies provided for under the Loan Agreement and related loan documents. The events of default under the Loan Agreement include, subject to grace periods in certain instances, payment defaults, breaches of covenants or representations and warranties, a material adverse change as defined in the Loan Agreement and with respect to certain governmental approvals, material judgments and attachments, cross defaults with certain other material indebtedness, bankruptcy and insolvency events with respect to the Company and its subsidiaries, and delisting of the Company's shares from NASDAQ. For the year ended December 31, 2022, the Company obtained waivers of any covenant non-compliance or defaults from Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P. See Note 21 for further details related to the Company’s debt terms and compliance with Loan Agreement covenants. Loan issuance costs of $0.6 million are included in long term debt and are amortized to interest expense over the loan term using the effective interest method. PPP Loan On May 14, 2020, the Company entered into two Promissory Notes with HSBC Bank, which provided for a loan in the aggregate amount of $0.3 million, or the PPP Loan, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act. The PPP Loan had a two-year term and an interest at a rate of 1.0% per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The PPP Loan could have been prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contained events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provided that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses, including certain payroll costs, group health care benefits and other permitted expenses as described in the CARES Act. During 2020, the Company used the entire PPP Loan amount for qualifying expenses. The Company applied for forgiveness of the loan in accordance with the terms of the CARES Act. During March 2021 and November 2020, the Company received notice that $0.1 million and $0.2 million, respectively, of the loan was forgiven. Upon forgiveness of the PPP loan, the PPP loan balance was included in Other gain (loss), net. |
PHARMACY OPERATIONS EXPENSES
PHARMACY OPERATIONS EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
PHARMACY OPERATIONS EXPENSES | PHARMACY OPERATIONS EXPENSES Pharmacy operations expenses are as follows (in thousands): Year Ended December 31, 2022 2021 Pharmacy operations expenses: Wages and salaries $ 9,902 $ 9,844 Other pharmacy operations expenses 1,291 1,374 Depreciation of property, plant and equipment 958 826 Rent and utilities 873 558 Repairs and maintenance 433 316 Amortization of intangible assets 2,450 578 Total pharmacy operations expenses $ 15,907 $ 13,496 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
GENERAL AND AMINISTRATIVE EXPENSES | GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses are as follows (in thousands): Year Ended December 31, 2022 2021 General and administrative expenses: Wages and salaries $ 11,803 $ 10,980 Professional services 2,690 3,457 Insurance 1,964 1,780 Rent and utilities 1,090 1,338 Other general and administrative expenses 1,419 1,021 Share-based compensation 2,296 1,205 Software licenses and support 1,482 1,179 Travel and other employee expenses 226 736 Office and IT supplies 378 393 Depreciation of property, plant and equipment 151 188 Total general and administrative expenses $ 23,499 $ 22,277 |
OTHER GAIN (LOSS)
OTHER GAIN (LOSS) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER GAIN (LOSS) | OTHER GAIN (LOSS) Other gain (loss) is as follows (in thousands): Year Ended December 31, 2022 2021 Other gain (loss), net Forgiveness of PPP Loan $ — $ 161 Other gain (loss), net — 45 Total other gain (loss), net $ — $ 206 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes in the consolidated statement of operations and comprehensive loss represents an effective rate different from the US statutory tax rate for the following reasons (in thousands): Year Ended December 31, 2022 2021 Loss before income taxes $ (47,592) $ (43,813) Income tax recovery at statutory rate (21%) (9,995) (9,201) State income tax expense, net of federal benefit (1,381) (1,955) Increase (decrease) resulting from: Effect of foreign tax rate (890) (610) Unrecognized deferred tax asset 9,846 14,356 Other 2,420 (2,588) Provision for income taxes $ — $ 2 During the year ended December 31, 2022, income tax expense on the consolidated statement of operations included $4 thousand from minimum state taxes and $20 thousand from 2021 income tax adjustments. On March 11, 2021, the U.S. federal government enacted the American Rescue Plan Act of 2021, which did not have a material impact on our provision. The effects of temporary differences that give rise to future income tax assets and future income tax liabilities have been determined as follows (in thousands): Year Ended December 31, 2022 2021 Future income tax assets: Non-capital losses $ 53,384 $ 44,590 Un-depreciated capital cost (UCC) 1,750 1,525 Other intangible items 2,408 1,556 Interest limitation carryforward 438 463 Total future income tax assets 57,980 48,134 Future income tax liabilities: Valuation allowance (57,980) (48,134) Net future income tax asset $ — $ — The Company is required to reduce its deferred tax assets by a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. Management must use judgment in assessing the potential need for a valuation allowance, which requires an evaluation of both negative and positive evidence. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. In determining the need for and amount of the valuation allowance, if any, the Company assesses the likelihood that it will be able to recover its deferred tax assets using historical levels of income, estimates of future income and tax planning strategies. As a result of historical cumulative losses, the Company determined that, based on all available evidence, there was substantial uncertainty as to whether it will recover recorded net deferred taxes in future periods. Accordingly, the Company recorded a valuation allowance against all of its net deferred tax assets as of December 31, 2022 and 2021. The net valuation allowance increased by $9.8 million in 2022. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which is effective January 1, 2023 and contains provisions implementing a 15% minimum corporate income tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. The new provisions are not expected to have a material impact on the Company’s consolidated financial statements. A provision of the Tax Cuts and Jobs Act of 2017 became effective on January 1, 2022. This provision requires companies to capitalize and amortize research and development (“R&D”) expenses over 5 years (and 15 years for non-U.S. R&D expenses) as opposed to deducting those expenses in the year they are incurred. The enacted provision did not have a material impact on the Company’s consolidated financial statements. As of December 31, 2022, the Company has federal net operating loss carryforwards of approximately $83.5 million, of which $11.7 million will begin to expire in the year 2032 if not utilized, and $71.8 million that will carryover indefinitely. In addition, the Company has approximately $123.1 million of non-capital losses in Canada that can be used to reduce taxable income in future years. These losses will begin to expire in the year 2032. Utilization of the Company’s net operating loss or NOL carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“Section 382”) as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to significant complexity with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforward would be subject to an annual limitation under Section 382. Although the Company has not completed its analysis, it is reasonably possible that its federal NOLs available to offset future taxable income could materially decrease. This reduction would be offset by an equal and offsetting adjustment to the existing valuation allowance. Given the offsetting adjustments to the existing valuation allowance, any ownership change is not expected to have an adverse material effect on the Company’s consolidated financial statements. Any limitation may result in expiration of a portion of the net operating loss carryforward before utilization. The Company has filed all income tax returns for years through 2021. These returns are subject to examination by the taxing authorities in the respective jurisdictions, generally for three or four years after they were filed. Based on an analysis of tax positions taken on income tax returns filed, we determined no material liabilities related to uncertain income tax positions existed as of December 31, 2022 and 2021. Although we believe the amounts reflected in our tax returns substantially comply with applicable U.S. federal, state and foreign tax regulations, the respective taxing authorities may take contrary positions based on their interpretation of the law. A tax position successfully challenged by a taxing authority could result in an adjustment to our benefit for income taxes in the period in which a final determination is made. A reconciliation of the beginning and ending amounts of unrecognized deferred tax benefits is as follows (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ 48,134 $ 33,749 Additions based on tax positions related to the current year 9,846 14,385 Ending balance $ 57,980 $ 48,134 The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefit as a component of income tax expense. The Company does not expect any significant changes to the unrecognized tax benefits within the next 12 months. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The Company is and, from time to time may in the future become, involved in legal proceedings, claims and litigation in the ordinary course of business. The Company has become subject to certain demands, and claims from former employees relating to the reduction in force the Company implemented in connection with the restructuring of the company and the disposition of its pharmacy services business. The Company intends to vigorously defend itself against such pending and threatened actions. The Company cannot determine a reasonable estimate of the maximum possible loss or range of loss for pending or threatened matters given that they are at various stages of the litigation process and each case is subject to the inherent uncertainties of litigation. In management’s opinion, based on currently available information, any potential loss resulting from the resolution of these matters is not expected to have a material adverse effect on the Company’s results of operations, financial position, or cash flows. Purchase Commitments As of December 31, 2022 and 2021, the Company did not have any minimum purchase commitments that were material to the consolidated financial statements. Defined Benefit Plans MedAvail has a 401(k) plan available to employees, but during 2022 and 2021, had no commitment to make contributions to that plan and had no liability recorded related to the plan. Revenue Concentration Risk The Company partners with various national and independent healthcare organizations where the SpotRx MedCenters are located. During the years ended December 31, 2022 and 2021, revenue from MedCenters placed with healthcare organization A comprised 21% and 25%, respectively, of total revenue, and healthcare organization B comprised 12% and 14%, respectively, of total revenue. Accounts Receivable Concentration Risk Three Pharmacy Retail Services segment payors accounted for 36% and 61% of accounts receivable at December 31, 2022 and 2021, respectively. Vendor Concentration Risk The following table presents the Company’s vendor concentration and significant inventory suppliers: Year Ended December 31, 2022 2021 Vendor A 34 % 32 % Vendor B 22 % 12 % |
EQUITY, SHARE-BASED COMPENSATIO
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | EQUITY, SHARE-BASED COMPENSATION AND WARRANTS On June 14, 2022, the Company’s stockholders approved an Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001, from 100 million shares to a new total of 300 million shares. The Restated Certificate was effective upon filing the Restated Certificate with the Secretary of State of the State of Delaware on June 15, 2022. No preferred shares were outstanding at December 31, 2022 and 2021. Dividend and Voting Rights The holders of common stock are entitled to receive dividends if and when declared by the Board of Directors of the Company, but not until all dividends on redeemable convertible preferred stock have been either (i) paid or (ii) declared and the Company has set aside funds to pay those dividends declared. Holders of common stock have the right to one vote per share. Private Placement On March 30, 2022, the Company entered into a Securities Purchase Agreement, or Purchase Agreement, with certain purchasers thereto, or the Investors. Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Investors in a private placement, or the Private Placement, up to 47.1 million shares, or the Shares, of the Company’s common stock, and to issue warrants, or the Warrants, to purchase up to 23.5 million shares of common stock, or Warrant Shares. The Shares and the Warrants were sold at two closings as further described below, at a price per share of $1.0625. On April 4, 2022, the first closing of the Private Placement occurred, in which 37.6 million shares of common stock for $40.0 million in gross proceeds, before deducting placement agent commissions and other offering expenses, and Warrants exercisable for up to 18.8 million Warrant Shares were issued by the Company. A second and final closing occurred on July 1, 2022, and the Investors purchased an additional 9.4 million shares of common stock for $10.0 million in additional gross proceeds and Warrants exercisable for up to 4.7 million Warrants Shares. Each Investor purchasing Shares in the Private Placement was issued a Warrant to purchase that number of Warrant Shares equal to 50% of the number of Shares purchased under the Purchase Agreement by such Investor. The Warrants have a per share exercise price of $1.25 and are exercisable by the holder at any time after the issuance date of the Warrant for a period of five years. If the Warrants were exercised in full by the Investors at an exercise price of $1.25, the Company would receive additional gross proceeds of up to $29.4 million. Investors would more likely exercise their warrants when the market price of the Company’s shares is greater than the warrant exercise price of $1.25 or $2.50 for the 12 month and 24 month periods, and not likely to exercise their warrants when the market price is below the respective warrant exercise price. In addition, the Warrant terms provide the Company with a call option to force the Warrant holders to exercise up to two-thirds of the warrant shares subject to each Warrant, with the lesser of one-third of all Warrant Shares, or unexercised shares, being callable beginning on each of the 12 month and 24 month anniversaries of the Warrant issuance dates, at an exercise price of $1.25 and $2.50 respectively, in each case until the expiration of the Warrants, and subject to the satisfaction of certain pricing conditions relating to the trading of the Company’s shares. Were the Company to force the exercise the contingent call option of one-third of all Warrant Shares at an exercise price of $1.25 and $2.50 pursuant the 12 month and 24 month anniversary periods, the Company would receive approximately $9.8 million and $19.6 million, respectively, in gross proceeds. In order to force exercise the contingent options, on or following the 12 month or 24 month anniversaries of the Warrant issuance dates, the closing sale price of the stock must have been equal or greater than the $1.25 and $2.50 exercise price, respectively, for any 30 trading day period, subject to certain adjustments. Pursuant to ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in an Entity’s Own Equity (Subtopic 815-40), the Company classified these Warrant Shares as Equity in its Consolidated Balance Sheet as of December 31, 2022. Shelf Registration and Sales Agreement On August 12, 2022, the Company filed a shelf registration statement on Form S-3, or the Shelf, with the SEC in relation to the registration and potential future issuance of common stock, preferred stock, debt securities, depository shares, warrants, subscription rights, purchase contracts, units and/or any combination thereof, in the aggregate amount of up to $150,000,000. The Shelf was declared effective on August 26, 2022. The Company also entered into a sales agreement as of August 12, 2022, or Sales Agreement, with Cowen and Company, LLC, or Cowen, as sales agent, providing for the offering, issuance and sale of up to an aggregate $50,000,000 of the Company’s common stock from time to time at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Capital Market or any other trading market for the Company’s common stock in “at-the-market” offerings, under the Shelf. As of December 31, 2022, the Company has not issued and sold any shares of common stock under the Sales Agreement. Share-based compensation 2020 Plan The 2020 Equity Incentive Plan, (the 2020 Plan), provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants of the Company and the company group. The number of shares of Company Common Stock that are reserved for issuance pursuant to awards under the 2020 Plan at inception was 5,000,000 shares. The 2020 Plan also includes an evergreen provision that provides for an automatic annual increase to the number of shares of common stock available for issuance under the 2020 Plan on the first day of each fiscal year, equal to the least of: (i) 5,000,000 shares; (ii) 5% of the total number of shares of all classes of common stock of the Company as of the last day of our immediately preceding fiscal year; or (iii) such lesser amount determined by the administrator. As of December 31, 2022 there was an aggregate of 2.3 million shares of common stock available for grant under the 2020 Plan. The 2020 Plan will terminate on the tenth anniversary of its effective date. No award may be made under the 2020 Plan after its expiration date. 2022 Inducement Plan The 2022 Inducement Equity Incentive Plan, (the Inducement Plan), provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance stock units, and its terms are substantially similar to the 2020 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NASDAQ inducement award exception or to comply with the NASDAQ acquisition and merger exception. In accordance with the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition. The number of shares of Company Common Stock that are reserved for issuance pursuant to awards under the Inducement plan was 1,500,000 shares. As of December 31, 2022 there was an aggregate of 0.2 million shares of common stock available for grant under the Inducement Plan. 2020 ESPP The 2020 Employee Stock Purchase Plan, (the 2020 ESPP), provides eligible employees with an opportunity to purchase shares of the Company’s Common Stock through accumulated contributions, which generally will be made through payroll deductions. The 2020 ESPP permits the administrator of the 2020 ESPP to grant purchase rights that qualify for preferential tax treatment under Section 423 of the Code. The maximum number of shares of our common stock that will be available for issuance under the 2020 ESPP at inception was 700,000 shares. The number of shares of common stock available for issuance under the 2020 ESPP Plan will be increased on the first day of each fiscal year beginning with the 2021 fiscal year equal to the least of (i) 1,000,000 shares of common stock; (ii) one percent 1% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or (iii) an amount determined by the administrator. The shares may be authorized, but unissued, or reacquired common stock. As of December 31, 2022 there was an aggregate of 0.9 million shares of common stock, available for grant under the 2020 ESPP. During the year ended December 31, 2022, eligible employees contributed $0.1 million through payroll deductions to the ESPP and 112,740 shares were deemed delivered. The 2020 ESPP will terminate in 2040, unless terminated sooner. 2018 Plan In September 2018, MAI adopted the 2018 MedAvail Equity Incentive Plan, the (2018 Plan), which provided for the granting of stock options to service providers. As part of the adoption of the 2018 Plan, the Company provided the option for all eligible service providers to exchange their options held under the 2012 MedAvail Stock Option Plan, or the 2012 Plan, as of the exchange date for new options under the 2018 Plan, at an exchange ratio of 1:5. All vesting schedules were maintained on exchange. A total of 53 eligible service providers participated in the exchange, which resulted in the exchange of 239,181 options under the 2012 Plan for 1,269,180 options under the 2018 Plan. The exchange resulted in $1.0 million of one-time incremental compensation cost for 2018. The maximum number of shares to be granted under the 2018 plan was 1,972,530. In accordance with the plan, the exercise price of each option is based on the fair value of the Company’s common shares on the date of the grant. An option’s term was determined at the discretion of the Board of Directors, not to exceed ten years. Unless otherwise stated, the consolidated financial statements reflect 1/48 of the option vesting each month over a four-year vesting period. The 2018 Plan was closed to granting options upon adoption of the 2020 Plan. 2012 Plan The 2012 MedAvail Stock Option Plan was modified on the date the 2018 Plan was adopted to no longer permit granting of options under the plan. As of December 31, 2022, there are 5,777 options that remained outstanding under this plan. Options granted under the 2012 Plan that were not exchanged to options under the 2018 Plan will remain subject to the terms of the 2012 Plan. Grants The key input assumptions that were utilized in the valuation of the stock options granted in the periods presented are as follows: December 31, 2022 Low Weighted Average High Total Awards Granted 3,100,570 Weighted Average Fair Value of Awards $ 0.92 Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $ 0.59 $ 1.27 $ 1.96 Market Price $ 0.59 $ 1.27 $ 1.96 Volatility 85 % 86 % 90 % Risk Free Rate 1.62 % 2.38 % 3.61 % Dividend Yield — % — % — % Expected Life 5.50 5.91 6.08 December 31, 2021 Low Weighted Average High Total Awards Granted 1,003,130 Weighted Average Fair Value of Awards $ 3.32 Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $ 1.70 $ 6.07 $ 15.15 Market Price $ 1.70 $ 6.07 $ 15.15 Volatility 60 % 60 % 60 % Risk Free Rate 0.46 % 1.12 % 1.36 % Dividend Yield — % — % — % Expected Life 5.17 5.94 6.00 The key input assumptions that were utilized in the valuation of the RSUs granted in the periods presented are as follows: December 31, 2022 Low Weighted Average High Total Awards Granted 2,415,354 Weighted Average Fair Value of Awards $ 1.13 Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $ — $ — $ — Market Price $ 0.59 $ 1.13 $ 1.96 December 31, 2021 Low Weighted Average High Total Awards Granted 852,395 Weighted Average Fair Value of Awards $ 3.35 Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $ — $ — $ — Market Price $ 1.70 $ 3.35 $ 15.15 The following table present outstanding stock option awards activity during the year ended December 31, 2022: Number of Awards Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding, beginning of period 2,848,903 $ 2.78 $ 1.44 $ 31 Granted 3,100,570 $ 1.27 $ 0.92 $ — Cancelled/Forfeited (1,432,002) $ 2.18 $ 1.20 $ 111 Expired (117,730) $ 2.02 $ 1.10 $ 2 Outstanding, end of period 4,399,741 $ 1.88 $ 1.14 8.32 $ — Vested and exercisable, end of the period 1,517,679 $ 2.49 $ 1.28 6.59 $ — Vested and unvested exercisable, end of the period 1,517,679 $ 2.49 $ 1.28 6.59 $ — Vested and expected to vest, end of the period 4,204,334 $ 1.90 $ 1.15 8.27 $ — The following table present unvested stock option awards activity during the year ended December 31, 2022: Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested outstanding, beginning of period 1,014,258 $ 4.28 $ 2.34 Granted 3,100,570 $ 1.27 $ 0.92 Cancelled/Forfeited (788,325) $ 2.57 $ 1.49 Vested, outstanding shares (444,441) $ 3.89 $ 2.16 Unvested outstanding, end of period 2,882,062 $ 1.57 $ 1.07 2.60 The following table present the outstanding stock option awards activity during the year ended December 31, 2021: Number of Awards Weighted Average Exercise Price Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding, beginning of period 2,439,020 $ 1.56 $ 0.76 $ 32,894 Granted 1,003,130 $ 6.07 $ 3.32 $ — Exercised (237,330) $ 1.67 $ 9.90 $ 0.81 $ 1,954 Cancelled/Forfeited (335,971) $ 4.75 $ 2.58 $ 392 Expired (19,946) $ 1.65 $ 0.77 $ 20 Outstanding, end of period 2,848,903 $ 2.78 $ 1.44 7.61 $ 31 Vested and exercisable, end of the period 1,834,645 $ 1.95 $ 0.95 6.64 $ 24 Vested and unvested exercisable, end of the period 1,834,645 $ 1.95 $ 0.95 6.64 $ 24 Vested and expected to vest, end of the period 2,754,222 $ 2.74 $ 1.42 7.55 $ 31 The following table presents unvested stock option awards activity during the year ended December 31, 2021: Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested outstanding, beginning of period 693,644 $ 1.40 $ 0.69 Granted 1,003,130 $ 6.07 $ 3.32 Cancelled/Forfeited (333,565) $ 4.77 $ 2.59 Expired (19,946) $ 1.65 $ 0.77 Vested, outstanding shares (329,005) $ 3.36 $ 1.71 Unvested outstanding, end of period 1,014,258 $ 4.28 $ 2.34 3.11 The following table present outstanding RSU awards activity during the year ended December 31, 2022: Number of Awards Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding, beginning of period 802,740 $ 2.78 $ 1,124 Granted 2,415,354 $ 1.13 $ 2,729 Vested and exercised (113,404) $ 0.72 $ 3.63 $ 82 Cancelled/Forfeited (728,136) $ 1.99 $ 884 Outstanding, end of period 2,376,554 $ 1.31 $ 712 Expected to vest, end of the period 2,179,524 $ 1.32 2.2 $ 653 The following table present outstanding RSU awards activity during the year ended December 31, 2021: Number of Awards Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding, beginning of period — $ — $ — Granted 852,395 $ 3.35 $ 2,858 Vested and exercised (11,155) $ 1.93 $ 11.58 $ 22 Cancelled/Forfeited (38,500) $ 12.83 $ 138 Outstanding, end of period 802,740 $ 2.78 $ 1,124 Vested and expected to vest, end of the period 717,476 $ 2.81 4.9 $ 1,005 The following table presents expense related to share-based compensation: Year Ended December 31, 2022 2021 Share-based compensation $ 2,296 $ 1,205 Share-based compensation expense includes $0.1 million from the ESPP for each of the years ended December 31 2022 and 2021, respectively. Expense remaining to be recognized for unvested stock option and RSU awards as of December 31, 2022 was $2.1 million and $2.2 million, respectively, which is expected to recognized on a weighted average basis over the next 2.6 years and 2.2 years, respectively. The Company has not recognized an income tax benefit in its income tax provision due to the full reserve against net operating losses and tax assets, see Note 17 for additional details. Warrants During the year ended December 31, 2022, as part of the Private Placement, the Company issued 18.8 million warrants from the first closing in April 2022 with a fair value of $9.2 million, and issued 4.7 million warrants from the second closing in July 2022 with a fair value of $4.5 million. See Note 4 for additional details. No warrants were exercised during the year ended December 31, 2022. There were 24.2 million related party warrants outstanding as of December 31, 2022. The Private Placement warrants have a term of 5 years and exercise price of $1.25 each. The fair value of the awards are measured using the Monte Carlo simulation model as of the grant date. The key input assumptions that were utilized in the valuation of the warrants issued in April 2022 were as follows: Input Market Price $0.96 Exercise price $1.25 Term (Years) 5.0 Volatility 85% Risk Free Rate 2.56% The key input assumptions that were utilized in the valuation of the warrants issued in July 2022: Input Market Price $1.59 Exercise price $1.25 Term (Years) 5.0 Volatility 85% Risk Free Rate 2.88% During the year ended December 31, 2021, no warrants were issued, and warrants were exercised in exchange for issuing 794,804 shares of the Company’s common stock with total cash proceeds of $0.2 million. Warrants exercised during the year ended December 31, 2021, included 565,496 held by related parties (investors), with 626,339 related party warrants outstanding as of December 31, 2021. At the end of the year, the Company had the following outstanding warrants: December 31, 2022 December 31, 2021 Warrants Exercise price Remaining Term (years) Warrants Exercise price Remaining Term (years) Common 19,310 $ 0.01 19,310 $ 0.01 Common 224,852 $ 1.66 224,852 $ 1.66 Common 493,173 $ 1.57 493,173 $ 1.57 Common 23,529,405 $ 1.25 — $ 1.25 Total 24,266,740 4.4 737,335 7.6 |
REVENUE AND SEGMENT REPORTING
REVENUE AND SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
REVENUE AND SEGMENT REPORTING | REVENUE AND SEGMENT REPORTING Operating segments are the individual operations that the Chief Operating Decision Maker or CODM reviews for purposes of assessing performance and making resource allocation decisions. The CODM currently receives the monthly management report which includes information to assess performance. The pharmacy technology and retail pharmacy services operating segments both engage in different business activities from which they earn revenues and incur expenses. See Note 4 for additional discussion on revenue for the operating segments. The Company has the following two reportable segments: Retail Pharmacy Services Segment Retail Pharmacy Services Segment revenue consists of products sold directly to consumers at the point of sale. The Company recognizes retail pharmacy revenue, net of taxes and expected returns, at the time it sells merchandise or dispenses prescription drugs to the customer. The Company estimates revenue based on expected reimbursements from third-party payers (e.g., pharmacy benefit managers, insurance companies and governmental agencies) for dispensing prescription drugs. The estimates are based on all available information including historical experience and are updated to actual reimbursement amounts. On January 19, 2023, the Company announced a plan to exit the retail pharmacy services business to focus on our pharmacy technology business. Following the exit from the pharmacy services business the Company will consists solely of the pharmacy technology business. On April 6, 2023, we announced that we had completed the transactions contemplated by the Asset Purchase Agreement, including the disposition of the specific assets therein, on February 10, 2023. As of March 31, 2023, we have substantially completed our exit from the pharmacy services business. See Note 21 for further details regarding the Company’s exit from the retail pharmacy services business. Pharmacy Technology Segment The Pharmacy Technology Segment consists of sales and subscriptions of MedPlatform Systems to customers. These agreements include providing the MedCenter prescription dispensing kiosk, software, and maintenance services. Agreements can be for a predetermined period of time, or indefinite. This generally includes either an initial lump sum payment upon installation of the MedCenter with monthly payments for software and services following, or monthly payments for the MedCenter along with monthly payments for software and maintenance services. The following table presents revenue and costs of products sold and services by segment (in thousands): Retail Pharmacy Services Pharmacy Technology Total Year Ended December 31, 2022 Revenue: Pharmacy and hardware revenue: Retail pharmacy revenue $ 41,747 $ — $ 41,747 Hardware — 297 297 Subscription — 424 424 Total pharmacy and hardware revenue 41,747 721 42,468 Service revenue: Software — 210 210 Maintenance and support — 170 170 Installation — 132 132 Professional services and other — 129 129 Total service revenue — 641 641 Total revenue 41,747 1,362 43,109 Cost of products sold and services 39,803 721 40,524 Segment gross profit $ 1,944 $ 641 2,585 Operating expense: Pharmacy operations 15,907 General and administrative 23,499 Selling and marketing 8,486 Research and development 1,115 Total operating expense 49,007 Operating loss $ (46,422) Retail Pharmacy Services Pharmacy Technology Total Year Ended December 31, 2021 Revenue: Pharmacy and hardware revenue: Retail pharmacy revenue $ 20,203 $ — $ 20,203 Hardware — 470 470 Subscription — 446 446 Total pharmacy and hardware revenue 20,203 916 21,119 Service revenue: Software — 259 259 Maintenance and support — 161 161 Installation — 39 39 Professional services and other — 551 551 Total service revenue — 1,010 1,010 Total revenue 20,203 1,926 22,129 Cost of products sold and services 20,031 1,781 21,812 Segment gross profit $ 172 $ 145 317 Operating expense: Pharmacy operations 13,496 General and administrative 22,277 Selling and marketing 7,204 Research and development 849 Total operating expense 43,826 Operating loss $ (43,509) The following table presents assets and liabilities by segment (In thousands): Retail Pharmacy Services Pharmacy Technology Corporate Total December 31, 2022 Assets $ 14,495 $ 7,816 $ 10,821 $ 33,132 Liabilities $ 4,470 $ 2,594 $ 5,244 $ 12,308 December 31, 2021 Assets $ 13,641 $ 5,222 $ 19,280 $ 38,143 Liabilities $ 5,618 $ 3,567 $ 9,885 $ 19,070 The following table presents long-lived assets, which include property, plant, and equipment and right-of-use-assets by geographic region, based on the physical location of the assets (in thousands): Year Ended December 31, 2022 2021 Long-lived assets: United States $ 8,251 $ 7,675 Canada 289 555 Total long-lived assets $ 8,540 $ 8,230 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Exit of Pharmacy Services and SpotRx On January 19, 2023, the Company announced a plan to exit the pharmacy services business to focus on our pharmacy technology business. Following the exit from the pharmacy services business the Company consists solely of the pharmacy technology business. The retail pharmacy services component was not classified as held for sale at December 31, 2022, as the pharmacy services business exit and related sale of assets and employee terminations were approved by the board of directors on January 12, 2023. On April 6, 2023, we announced that we had completed the transactions contemplated by the Asset Purchase Agreement, including the disposition of the specific assets therein, on February 10, 2023. As of March 31, 2023, we have substantially completed our exit from the pharmacy services business. Asset Purchase and Sale Agreement On January 22, 2023, the Company entered into the Asset Purchase and Sale Agreement dated January 20, 2023, as amended, or the Asset Purchase Agreement, with German Dobson CVS, L.L.C., Garfield Beach CVS, L.L.C., Longs Drug Stores California, L.L.C., Woodward Detroit CVS, L.L.C. and Holiday CVS, L.L.C. or CVS, pursuant to which the Company agreed to sell certain of its assets, including pharmacy records, and inventory, in the SpotRx pharmacies located in Tucson and Phoenix, Arizona; Buena Park, Laguna Hills and San Fernando, California; Southfield, Michigan; and in Orlando and Tampa, Florida. On February 9, 2023, the Company closed the Asset Purchase Agreement receiving $2.9 million cash proceeds (subject to $0.1 million fees and a $0.2 million holdback), which were used to paydown and reduce the outstanding balance of the Company’s senior secured term loan facility. Upon closing, the pharmacy records and inventory purchased by CVS were transferred from the SpotRx pharmacies to nearby CVS pharmacy locations. The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. Under the Asset Purchase Agreement, the Company has agreed to indemnify CVS from and against specified liabilities and expenses incurred by CVS, including as a result of the breach of the Company’s representations and warranties, and subject to certain limitations. A portion of the purchase price, in the aggregate amount of up to $220,000, was held back at closing for a period of six months and shall serve as a reserve to ensure payment and performance of the Company’s indemnification and other obligations pursuant to the Asset Purchase Agreement. First Amendment, Consent and Default Waiver to Loan and Security Agreement On February 10, 2023, the Company entered into the First Amendment, Consent and Default Waiver to Loan and Security Agreement or the Loan Amendment and Consent, with each of Silicon Valley Bank, a California corporation, and an authorized foreign bank under the Bank Act (Canada), and SVB Innovation Credit Fund VIII, L.P., a Delaware limited partnership or together SVB. Among other matters, the Loan Amendment and Consent provides SVB’s consent to the sale of certain assets related to the Company’s pharmacy services business pursuant to the previously announced Asset Purchase Agreement. The Loan Amendment and Consent also provides that upon the closing of the Asset Sale, the Company will pay to SVB a payment of $3.4 million. The payment includes $0.4 million of the Final Payment (as defined in the Loan Amendment and Consent) and prepayment of $3.0 million Term Loan Advances (as defined in the Loan Amendment and Consent), with SVB waiving the prepayment premium due on all Term Loan Advances prepaid by the Company prior to February 10, 2023. The Loan Amendment and Consent also provides a waiver of any legal action or enforcement of rights and remedies with respect to the specified defaults enumerated therein, and prior to February 10, 2023. On February 10, 2023, in connection with the entry into the Loan Amendment and Consent, the Company also issued warrants or the Warrants, to SVB for the purchase of up to an aggregate of 200,366 shares of Common Stock at a per share exercise price of $0.3274, with an expiration date of February 10, 2035. The number of shares and the exercise price are subject to adjustment as set forth in the Warrants. The Warrants are equity classified. Private Placement On March 9, 2023, the Company entered into a Securities Purchase Agreement, or private placement (the “Offering”) of securities with certain institutional investors, or the Investors. Pursuant to the terms of the Offering, the Company agreed to issue pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”) upon closing at a price of $0.3212 per underlying share, and are exercisable into shares of common stock at an exercise price of $0.001 per share. Additionally, the Company agreed to issue Series A warrants to purchase common stock an exercise price of $0.385440 per share (the “Series A Warrants”), to be issued following stockholder approval of the Offering. The issuance of the Series A Warrants, including the underlying shares of common stock and the portion of the Pre-Funded Warrants in excess of 19.99% of the shares of Common Stock outstanding prior to the Offering, are subject to approval by the stockholders of MedAvail. The Pre-Funded Warrant shares are exercisable for an aggregate of up to 49,813,198 shares of common stock, and the Series A Warrants would be exercisable for an aggregate of up to 49,813,198 shares of common stock. Upon close of the transaction the Company received gross proceeds from the Offering of approximately $16 million, before deducting offering expenses. The Company intends to use the net proceeds from this offering to fund one-time costs associated with restructuring, repay outstanding debt, and finance its growth initiatives related to its MedCenter technology business. Silicon Valley Bank Closure On March 10, 2023, Silicon Valley Bank (“SVB”), based in Santa Clara, California, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 10, 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control of Silicon Valley Bank (“SVB”) and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue their operations. SVB’s deposits are insured by the FDIC in amount up to $250 for any depositor and any deposit in excess of this insured amount could be lost. On March 12, 2023, the U.S. Treasury, Federal Reserve, and FDIC announced that SVB depositors will have access to all deposited funds starting March 13, 2023. SVB Letter Agreement On March 13, 2023, the Company was informed by the Lenders the Company was still bound by the terms, conditions, and covenants of its Loan Agreement and Loan Amendment and Consent. On March 29, 2023, the Company entered into a Letter Agreement (the “Letter Agreement”), with each (a) Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a lender, and (c) SVB Innovation Credit Fund VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender, (the “Lenders”), and obtained a waiver any event of default prior to March 29, 2023. The Letter Agreement also amends the Loan and Security Agreement to provide the Company only be required to maintain at least 50% of the aggregate dollar value of all of Borrower’s accounts at all financial institutions, with SVB or SVB affiliates. As of March 31, 2023, the Company had approximately $9.8 million on deposit with SVB and $9.7 million on deposit with another financial institution. The Company does not anticipate a material impact on its financial condition, operations or Loan and Security Agreement with SVB. The Company continues to monitor the circumstances surrounding SVB. As of the date of filing this Annual Report on Form 10-K, the Company has full access to and control over all its cash, cash equivalents across all financial institutions. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of all subsidiaries of the Company with intercompany transactions and balances eliminated on consolidation. All of the Company’s subsidiaries are wholly owned. These consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”) on a basis consistent for all periods presented. The preparation of financial statements in accordance with U.S. GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Actual results could differ from those estimates. Estimates are used in accounting for, among other things, revenue recognition, contract loss accruals, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization and in-process research and development intangible assets, impairment of long-lived assets; and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed to be necessary. Fiscal years ended December 31, 2022 and December 31, 2021, respectively, may be referred to as 2022 and 2021. Amounts presented in these consolidated financial statements are in United States dollars unless otherwise indicated. Our critical accounting policies are those that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our accounting policies are set forth in Note 4, Significant Accounting Policies. |
Principles of Consolidation | Principles of consolidationThe consolidated financial statements include the accounts of all entities controlled by MedAvail Holdings, Inc., which are referred to as subsidiaries. MedAvail Technologies Inc., MedAvail Technologies (US) Inc., MedAvail Pharmacy Inc., and MedAvail, Inc. are all subsidiaries of the Company. The Company has no interests in variable interest entities of which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. The Company’s cash and cash equivalents generally include funds held in checking and savings accounts at large American and Canadian financial institutions and denominated in U.S. Dollars and Canadian Dollars. |
Restricted Cash | Restricted Cash The Company considers cash to be restricted when withdrawal or general use is legally restricted. During the years ended December 31, 2022 and December 31, 2021, pursuant to a Loan and Security Agreement with Silicon Valley Bank, See Note 13, we issued letters of credit to secure certain operating leases, and we are required to maintain a $0.7 million and $0.4 million, respectively, with the bank to secure the outstanding letters of credit. Due to the nature of the deposits, the balances were classified as restricted cash. Restricted cash was included in the balance for cash presented in the statements of cash flows. |
Accounts Receivable | Accounts ReceivableAccounts receivable are primarily comprised of trade receivables presented net of allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of amounts owed by customers. The allowance consists of known specific troubled accounts as well as an amount based on overall estimated potential uncollectible accounts receivable based on historical experience. |
Prepaid expenses and other current assets | Prepaid expenses and other current assetsPrepaid expenses and other current assets consist primarily of prepaid amounts for insurance, rent and general operating expenses. |
Research and Development | Research and DevelopmentResearch and development expenses represent costs incurred to internally develop and innovate the MedCenter platform technology, including research and development on the MedCenter hardware, and related software and supporting information technology infrastructure. Wages and salaries consist of compensation costs incurred for research and development employees and contractors including bonuses, health plans, severance, and contractor costs. The Company does not incur research and development for others or provided such services to external parties. When research and development costs are incurred to develop hardware, the costs are expensed until technological feasibility is achieved, at which point the costs are capitalized. |
Software | Software Software development costs are accrued and expensed based on ASC 985 or ASC 350 for external and internal use software, respectively. External use software includes software costs for applications that the Company intends to sell or lease (in conjunction with related hardware). Internal use software includes software costs for applications that are used internally. Any software development costs that are incurred prior to the point where the project has demonstrated technological feasibility are expensed as they are incurred. Once technological feasibility has been established, development costs are capitalized. Once development is complete and the software is made available for release to customers, capitalization is no longer appropriate because any remaining costs are considered ongoing maintenance and support. These are expensed as they are incurred. The definition of “technological feasibility”, per ASC 985 or ASC 350, is “the technological feasibility of a computer software product is established when the entity has completed all planning, designing, coding, and testing activities that are necessary to establish that the product can be produced to meet its design specifications including functions, features, and technical performance requirements.” Software development costs are subject to these rules regardless of whether the costs were generated internally (employee time) or externally (vendor fees). |
Foreign Currency Translation | Foreign Currency TranslationThe functional currency for all our subsidiaries is the U.S. dollar. Gains and losses resulting from the remeasurement of foreign currency amounts to the functional currency are included in operating expenses in the consolidated statements of comprehensive loss. Gains and losses resulting from translating assets and liabilities from the functional currency to U.S. dollars are included in foreign currency translation adjustment in the consolidated statements of operations and comprehensive loss. |
Pharmacy Technology Revenue Recognition and Retail Pharmacy Revenue Recognition | Pharmacy Technology Revenue Recognition The Company accounts for revenue under Accounting Standards Codification, or ASC, Topic 606: Revenue from Contracts with Customers, or Topic 606. The amount of revenue recognized for any goods or services reflects the consideration that the Company expects to be entitled to receive in exchange for those goods and services. To achieve this core principle, the Company applies the following five-step approach: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a performance obligation is satisfied. A contract is accounted for when approved by both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. In certain instances, the Company concluded that distinct goods or services should be accounted for as a single performance obligation that is a series of distinct goods or services that have the same pattern of transfer to the customer. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price, utilizing the expected value method. During 2022 and 2021, none of our pharmacy technology contracts included variable consideration. Determining the transaction price requires judgment. The Company must also determine if the promises to transfer the goods or services to the customer are separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are not met, the promised services are accounted for as a single performance obligation. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis. We determine each SSP based on the Company’s history of selling such performance obligations as standalone goods or services. When no observable evidence exists, we estimate SSP using cost-plus method. In cases where the cost-plus method is used, to establish the gross margins we utilize all observable data points including, market and industry data points and the Company’s pricing practices. Subscription Revenue The Company provides MedCenter units to customers on a contract that includes software license and maintenance services or a Subscription Agreement. Subscription Agreements include operating leases for the MedCenter units with a non-cancelable term of 12 months or less, and are recorded following lessor guidance for operating leases. MedCenters leased to customers are carried on the Company’s consolidated balance sheets as MedCenter equipment and depreciated. For the years ended December 31, 2022 and 2021, subscription revenue was $0.4 million for both periods, respectively, within the pharmacy and hardware revenue on the consolidated statements of operations and comprehensive loss. MedCenter Revenue The Company derives revenue from the sale of MedPlatform Systems, which include MedCenter prescription dispensing kiosks, and the associated installation, software, maintenance and support, and professional service components necessary for operation, representing multiple distinct performance obligations. Hardware and installation revenue is recognized when the MedCenter is delivered, installed, and controlled by the customer. Software, and maintenance and support revenue is recognized over the term of the MedCenter Systems contract. Professional service revenue is recognized on a proportional performance, time-and-materials basis, as the services are delivered to the customer. For any consideration received prior to the fulfillment of the obligation, deferred revenue is recorded. As of December 31, 2022 and 2021, deferred revenue on the consolidated balance sheets was $0.2 million and $0.1 million, respectively. Retail Pharmacy Revenue Recognition The Company recognizes revenue, net of sales taxes and expected returns, at the time it sells merchandise or dispenses prescription drugs to the customer. Revenue from the sale of the pharmaceutical products is recorded at a transaction price which includes an estimate of direct and indirect remuneration fees or DIR fees associated with prescription drugs dispensed during the year. DIR fees are calculated by pharmacy benefit managers or PBMs after the sale is completed pursuant to contract terms. The DIR fees under these arrangements are estimated at the time of sale and recognized as a reduction in revenue. Management developed the estimated provisions for revenue reserves based on historical trends adjusted for product mix and PBM mix. |
Inventory | Inventory Inventory used in the retail pharmacy services segment consists of pharmaceuticals, which are carried at the lower of cost (first in, first out) or net realizable value. |
Impairment of Long Lived Assets | Impairment of Long Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company compares the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. |
Property, Plant and Equipment | Property, plant and equipment Property, plant and equipment are carried at cost less accumulated depreciation and impairment. Gains and losses arising on the disposal of individual assets are recognized in income in the period of disposal. Costs, including financing charges and certain design, construction and installation costs related to assets that are under construction and are in the process of being readied for their intended use, are recorded as construction-in-progress and are not subject to depreciation. Depreciation begins when an asset is placed into service on a straight-line basis over the estimated useful lives as follows: IT equipment 1 – 3 years General plant and equipment 5 – 8 years Vehicles 5 years Office furniture and equipment 5 – 8 years Leasehold improvements lesser of useful life or term of lease MedCenter equipment 8 years Maintenance and repairs are charged to expense as incurred. Renewals and betterments that materially prolong the useful lives of the assets are capitalized. The cost and related accumulated depreciation of property retired or sold are removed from the accounts, and gains or losses are recognized in the consolidated statements of operations. |
Intangible Assets | Intangible AssetsIntangible assets consist of software, patents and know-how. Intangible assets acquired through asset acquisitions or business combinations are initially recognized at fair value based on an allocation of the purchase price. Software includes internal and external use software costs that are accounted for in accordance with ASC 350 and ASC 925, respectively. Costs associated with application development are capitalized as intangible assets. All other costs including planning, training, and conceptual evaluation are expensed. The intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization of the intellectual property commenced in 2014 on delivery of the first proof of concept MedCenter. The Company evaluates the reasonableness of the estimated useful lives of these intangible assets on an annual basis. |
Leases | Leases The Company maintains operating leases primarily for manufacturing facilities, central pharmacies, research and development facilities, corporate offices, and certain equipment. ASC 842 requires lessees to recognize a right-of-use, or ROU, asset and a lease liability on the balance sheet for substantially all leases, except for short-term leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. New contracts are analyzed to determine whether they include leased assets; such leases are referred to as embedded leases. When evaluating contracts for embedded leases, the Company exercises judgment to determine if there is an explicitly or implicitly identified asset in the contract and if the Company controls the use of that asset. The Company’s accounting policy treats leases with an initial term of 12 months or less as short-term leases. Lease expense for short-term lease payments are recognized on a straight-line basis over the term of the lease. |
Share-based Compensation | Share-based compensation The Company has a stock compensation plans whereby awards are granted to certain employees. The fair value of the stock options and restricted stock units or RSUs granted by the Company to employees is recognized as compensation expense on a straight-line basis over the applicable vesting period. The fair value of the options and RSU’s are measured using the Black-Scholes option pricing model and intrinsic value, respectively, as of the grant date. Shares issued upon the exercise of options and vesting of RSUs are new shares. Forfeitures are estimated based on historical experience and expense related to awards, and the estimate is adjusted over the term of the awards to reflect their probability of vesting. All fully vested awards are fully expensed. |
Warrants | Warrants The Company issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards once issued. Certain obligations to issue warrants as compensation for services may be initially classified as liabilities before the warrants are issued. The fair value of the awards are measured using the Black-Scholes option pricing or Monte-Carlo simulation models as of the grant date. Warrants issued are initially recorded at fair value as a reduction to additional paid in capital or as an expense if the warrants are issued to pay for services. |
Financing Costs | Financing costsFinancing costs incurred to issue debt are capitalized and amortized using the effective interest method until the individual financial liability matures and are included as a component of interest expense in the consolidated statements of operations and comprehensive loss. Financing costs incurred to issue equity are capitalized and netted against the respective class of shares they were incurred to issue. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted Measurement of Credit Losses on Financial Statements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)”- Measurement of Credit Losses on Financial Instruments”, (“ASU 2016-13”), supplemented by ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, (“ASU 2018-19”). The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 became effective for Public Business Entities who are SEC filers for fiscal years beginning after December 15, 2019, other than smaller reporting companies, all other public business entities and private companies, with early adoption permitted. ASU No. 2016-13 will be effective beginning in the first quarter of the Company's fiscal year 2023. The adoption of ASU 2019-13 is not expected to have a material impact on our consolidated financial statements. Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820)”- Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, (“ASU 2022-03”). The amendments in this update clarify the guidance in Topic 820. ASU 2022-03 becomes effective for Public Business Entities who are SEC filers for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. ASU No. 2022-03 will be effective beginning in the first quarter of the Company's fiscal year 2024. The Company has not yet completed its evaluation of the impact of this new guidance on its consolidated financial statements. There was no other recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s consolidated financial statements through the reporting date. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment and Useful Lives | Depreciation begins when an asset is placed into service on a straight-line basis over the estimated useful lives as follows: IT equipment 1 – 3 years General plant and equipment 5 – 8 years Vehicles 5 years Office furniture and equipment 5 – 8 years Leasehold improvements lesser of useful life or term of lease MedCenter equipment 8 years The following tables present property, plant and equipment balances (in thousands): Estimated useful lives December 31, December 31, 2022 2021 Property, plant and equipment: MedCenter equipment 8 years $ 7,983 $ 5,875 IT equipment 1 - 3 years 2,394 2,361 Leasehold improvements lesser of useful life or term of lease 980 880 General plant and equipment 5 - 8 years 619 603 Office furniture and equipment 5 - 8 years 551 394 Vehicles 5 years 54 54 Construction-in-process 414 1,021 Total historical cost 12,995 11,188 Accumulated depreciation (6,540) (5,496) Total property, plant and equipment, net $ 6,455 $ 5,692 |
Schedule of Finite-Lived Intangible Assets | Amortization is recorded from the date each asset is placed into service on a straight-line basis over the estimated useful lives of intangible assets as follows: Intellectual property 6 years Website and mobile application 2 years Software 1 – 5 years The following table presents intangible asset balances (in thousands): December 31, 2022 2021 Gross intangible assets: Software $ 5,321 $ 4,475 Intellectual property 3,857 3,857 Website and mobile application 583 583 Total intangible assets 9,761 8,915 Accumulated amortization: Software (4,856) (2,175) Intellectual property (3,857) (3,857) Website and mobile application (583) (583) Total accumulated amortization (9,296) (6,615) Total net book value $ 465 $ 2,300 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Warrants Included in Earnings per Share | The following table presents warrants included in weighted average shares outstanding due to their insignificant exercise price, during the period from the date of issuance to the exercise date. After these warrants were exercised the related issued and outstanding common shares are included in weighted average shares outstanding: Shares Issuance Date Exercise Date 118,228 May 9, 2018 May 10, 2021 309,698 February 11, 2020 May 10, 2021 84,911 June 29, 2020 May 10, 2021 39,208 November 18, 2020 May 10, 2021 19,310 November 18, 2020 Outstanding |
Schedule of Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, expect for share and per share amounts): Year Ended December 31, 2022 2021 Net loss - basic and diluted $ (47,616) $ (43,815) Weighted average shares - basic and diluted 65,776,384 32,656,325 Net loss per share - basic and diluted $ (0.72) $ (1.34) |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table presents detail of inventory balances (in thousands): December 31, 2022 2021 Inventory: MedCenter hardware $ 3,331 $ 1,201 Pharmaceuticals 2,943 2,150 Spare parts 663 565 Total inventory $ 6,937 $ 3,916 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses And Other Current Assets | The following table presents prepaid expenses and other current assets balances (in thousands): December 31, 2022 2021 Prepaid expenses and other current assets: Prepaid MedCenter inventory $ 1,359 $ 1,050 Prepaid insurance 921 509 Other 383 632 Total prepaid expenses and other current assets $ 2,663 $ 2,191 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment and Useful Lives | Depreciation begins when an asset is placed into service on a straight-line basis over the estimated useful lives as follows: IT equipment 1 – 3 years General plant and equipment 5 – 8 years Vehicles 5 years Office furniture and equipment 5 – 8 years Leasehold improvements lesser of useful life or term of lease MedCenter equipment 8 years The following tables present property, plant and equipment balances (in thousands): Estimated useful lives December 31, December 31, 2022 2021 Property, plant and equipment: MedCenter equipment 8 years $ 7,983 $ 5,875 IT equipment 1 - 3 years 2,394 2,361 Leasehold improvements lesser of useful life or term of lease 980 880 General plant and equipment 5 - 8 years 619 603 Office furniture and equipment 5 - 8 years 551 394 Vehicles 5 years 54 54 Construction-in-process 414 1,021 Total historical cost 12,995 11,188 Accumulated depreciation (6,540) (5,496) Total property, plant and equipment, net $ 6,455 $ 5,692 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Amortization is recorded from the date each asset is placed into service on a straight-line basis over the estimated useful lives of intangible assets as follows: Intellectual property 6 years Website and mobile application 2 years Software 1 – 5 years The following table presents intangible asset balances (in thousands): December 31, 2022 2021 Gross intangible assets: Software $ 5,321 $ 4,475 Intellectual property 3,857 3,857 Website and mobile application 583 583 Total intangible assets 9,761 8,915 Accumulated amortization: Software (4,856) (2,175) Intellectual property (3,857) (3,857) Website and mobile application (583) (583) Total accumulated amortization (9,296) (6,615) Total net book value $ 465 $ 2,300 |
Schedule of Amortization Expense for the Intangible Assets | The remaining balance will amortize as follows: December 31, 2022 2023 $ 119 2024 106 2025 103 2026 103 2027 34 Thereafter — Total amortization 465 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease assets and liabilities | Balance sheet amounts for lease assets and leases liabilities are as follows (in thousands): December 31, 2022 2021 Assets Operating: $ 1,953 $ 2,376 Finance: 132 162 Total assets $ 2,085 $ 2,538 Liabilities: Operating: Current 626 599 Long-term 1,518 1,947 Finance: Current 82 83 Long-term 51 80 Total liabilities $ 2,277 $ 2,709 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s leases as follows: December 31, 2022 2021 Finance leases: Weighted-average remaining lease term (years) 1.6 1.5 Weighted-average discount rate 8.7 % 8.8 % Operating leases: Weighted-average remaining lease term (years) 3.6 4.2 Weighted-average discount rate 6.9 % 6.9 % |
Schedule of maturities of operating lease liabilities | Maturities of operating lease liabilities are as follows (in thousands): December 31, 2022 2023 $ 755 2024 617 2025 534 2026 468 2027 64 Thereafter — Total lease payments 2,438 Less: present value discount (294) Total leases $ 2,144 |
Schedule of maturities of finance lease liabilities | Maturities of finance lease liabilities are as follows (in thousands): December 31, 2022 2023 $ 92 2024 49 2025 4 2026 — 2027 — Thereafter — Total finance lease payments 145 Less: imputed interest (12) Total leases $ 133 |
LONG TERM DEBT, NET (Tables)
LONG TERM DEBT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents debt balances (in thousands): December 31, 2022 2021 Term loan $ 5,182 $ 10,070 Term loan discount (384) (532) Total debt 4,798 9,538 Less Short-term debt — — Long-term debt $ 4,798 $ 9,538 |
PHARMACY OPERATIONS EXPENSES (T
PHARMACY OPERATIONS EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Pharmacy Operations Expense | Pharmacy operations expenses are as follows (in thousands): Year Ended December 31, 2022 2021 Pharmacy operations expenses: Wages and salaries $ 9,902 $ 9,844 Other pharmacy operations expenses 1,291 1,374 Depreciation of property, plant and equipment 958 826 Rent and utilities 873 558 Repairs and maintenance 433 316 Amortization of intangible assets 2,450 578 Total pharmacy operations expenses $ 15,907 $ 13,496 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Selling, General, and Administrative Expense by Component | General and administrative expenses are as follows (in thousands): Year Ended December 31, 2022 2021 General and administrative expenses: Wages and salaries $ 11,803 $ 10,980 Professional services 2,690 3,457 Insurance 1,964 1,780 Rent and utilities 1,090 1,338 Other general and administrative expenses 1,419 1,021 Share-based compensation 2,296 1,205 Software licenses and support 1,482 1,179 Travel and other employee expenses 226 736 Office and IT supplies 378 393 Depreciation of property, plant and equipment 151 188 Total general and administrative expenses $ 23,499 $ 22,277 |
OTHER GAIN (LOSS) (Tables)
OTHER GAIN (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Gain (Loss) | Other gain (loss) is as follows (in thousands): Year Ended December 31, 2022 2021 Other gain (loss), net Forgiveness of PPP Loan $ — $ 161 Other gain (loss), net — 45 Total other gain (loss), net $ — $ 206 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Reconciliation | The provision for income taxes in the consolidated statement of operations and comprehensive loss represents an effective rate different from the US statutory tax rate for the following reasons (in thousands): Year Ended December 31, 2022 2021 Loss before income taxes $ (47,592) $ (43,813) Income tax recovery at statutory rate (21%) (9,995) (9,201) State income tax expense, net of federal benefit (1,381) (1,955) Increase (decrease) resulting from: Effect of foreign tax rate (890) (610) Unrecognized deferred tax asset 9,846 14,356 Other 2,420 (2,588) Provision for income taxes $ — $ 2 |
Schedule of Future Income Tax Assets and Liabilities | The effects of temporary differences that give rise to future income tax assets and future income tax liabilities have been determined as follows (in thousands): Year Ended December 31, 2022 2021 Future income tax assets: Non-capital losses $ 53,384 $ 44,590 Un-depreciated capital cost (UCC) 1,750 1,525 Other intangible items 2,408 1,556 Interest limitation carryforward 438 463 Total future income tax assets 57,980 48,134 Future income tax liabilities: Valuation allowance (57,980) (48,134) Net future income tax asset $ — $ — |
Unrecognized Deferred Tax Assets Rollforward | A reconciliation of the beginning and ending amounts of unrecognized deferred tax benefits is as follows (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ 48,134 $ 33,749 Additions based on tax positions related to the current year 9,846 14,385 Ending balance $ 57,980 $ 48,134 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table presents the Company’s vendor concentration and significant inventory suppliers: Year Ended December 31, 2022 2021 Vendor A 34 % 32 % Vendor B 22 % 12 % |
EQUITY, SHARE-BASED COMPENSAT_2
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Assumptions in Valuation of Stock Options Granted | The key input assumptions that were utilized in the valuation of the stock options granted in the periods presented are as follows: December 31, 2022 Low Weighted Average High Total Awards Granted 3,100,570 Weighted Average Fair Value of Awards $ 0.92 Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $ 0.59 $ 1.27 $ 1.96 Market Price $ 0.59 $ 1.27 $ 1.96 Volatility 85 % 86 % 90 % Risk Free Rate 1.62 % 2.38 % 3.61 % Dividend Yield — % — % — % Expected Life 5.50 5.91 6.08 December 31, 2021 Low Weighted Average High Total Awards Granted 1,003,130 Weighted Average Fair Value of Awards $ 3.32 Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $ 1.70 $ 6.07 $ 15.15 Market Price $ 1.70 $ 6.07 $ 15.15 Volatility 60 % 60 % 60 % Risk Free Rate 0.46 % 1.12 % 1.36 % Dividend Yield — % — % — % Expected Life 5.17 5.94 6.00 |
Schedule of Assumptions in Valuation of Awards Other than Options Granted and Warrant Issued | The key input assumptions that were utilized in the valuation of the RSUs granted in the periods presented are as follows: December 31, 2022 Low Weighted Average High Total Awards Granted 2,415,354 Weighted Average Fair Value of Awards $ 1.13 Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $ — $ — $ — Market Price $ 0.59 $ 1.13 $ 1.96 December 31, 2021 Low Weighted Average High Total Awards Granted 852,395 Weighted Average Fair Value of Awards $ 3.35 Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $ — $ — $ — Market Price $ 1.70 $ 3.35 $ 15.15 The key input assumptions that were utilized in the valuation of the warrants issued in April 2022 were as follows: Input Market Price $0.96 Exercise price $1.25 Term (Years) 5.0 Volatility 85% Risk Free Rate 2.56% The key input assumptions that were utilized in the valuation of the warrants issued in July 2022: Input Market Price $1.59 Exercise price $1.25 Term (Years) 5.0 Volatility 85% Risk Free Rate 2.88% |
Schedule of Outstanding Awards Activity | The following table present outstanding stock option awards activity during the year ended December 31, 2022: Number of Awards Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding, beginning of period 2,848,903 $ 2.78 $ 1.44 $ 31 Granted 3,100,570 $ 1.27 $ 0.92 $ — Cancelled/Forfeited (1,432,002) $ 2.18 $ 1.20 $ 111 Expired (117,730) $ 2.02 $ 1.10 $ 2 Outstanding, end of period 4,399,741 $ 1.88 $ 1.14 8.32 $ — Vested and exercisable, end of the period 1,517,679 $ 2.49 $ 1.28 6.59 $ — Vested and unvested exercisable, end of the period 1,517,679 $ 2.49 $ 1.28 6.59 $ — Vested and expected to vest, end of the period 4,204,334 $ 1.90 $ 1.15 8.27 $ — The following table present the outstanding stock option awards activity during the year ended December 31, 2021: Number of Awards Weighted Average Exercise Price Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding, beginning of period 2,439,020 $ 1.56 $ 0.76 $ 32,894 Granted 1,003,130 $ 6.07 $ 3.32 $ — Exercised (237,330) $ 1.67 $ 9.90 $ 0.81 $ 1,954 Cancelled/Forfeited (335,971) $ 4.75 $ 2.58 $ 392 Expired (19,946) $ 1.65 $ 0.77 $ 20 Outstanding, end of period 2,848,903 $ 2.78 $ 1.44 7.61 $ 31 Vested and exercisable, end of the period 1,834,645 $ 1.95 $ 0.95 6.64 $ 24 Vested and unvested exercisable, end of the period 1,834,645 $ 1.95 $ 0.95 6.64 $ 24 Vested and expected to vest, end of the period 2,754,222 $ 2.74 $ 1.42 7.55 $ 31 The following table present outstanding RSU awards activity during the year ended December 31, 2022: Number of Awards Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding, beginning of period 802,740 $ 2.78 $ 1,124 Granted 2,415,354 $ 1.13 $ 2,729 Vested and exercised (113,404) $ 0.72 $ 3.63 $ 82 Cancelled/Forfeited (728,136) $ 1.99 $ 884 Outstanding, end of period 2,376,554 $ 1.31 $ 712 Expected to vest, end of the period 2,179,524 $ 1.32 2.2 $ 653 The following table present outstanding RSU awards activity during the year ended December 31, 2021: Number of Awards Weighted Average Share Price on Date of Exercise Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding, beginning of period — $ — $ — Granted 852,395 $ 3.35 $ 2,858 Vested and exercised (11,155) $ 1.93 $ 11.58 $ 22 Cancelled/Forfeited (38,500) $ 12.83 $ 138 Outstanding, end of period 802,740 $ 2.78 $ 1,124 Vested and expected to vest, end of the period 717,476 $ 2.81 4.9 $ 1,005 |
Schedule of Nonvested Share Activity | The following table present unvested stock option awards activity during the year ended December 31, 2022: Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested outstanding, beginning of period 1,014,258 $ 4.28 $ 2.34 Granted 3,100,570 $ 1.27 $ 0.92 Cancelled/Forfeited (788,325) $ 2.57 $ 1.49 Vested, outstanding shares (444,441) $ 3.89 $ 2.16 Unvested outstanding, end of period 2,882,062 $ 1.57 $ 1.07 2.60 The following table presents unvested stock option awards activity during the year ended December 31, 2021: Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested outstanding, beginning of period 693,644 $ 1.40 $ 0.69 Granted 1,003,130 $ 6.07 $ 3.32 Cancelled/Forfeited (333,565) $ 4.77 $ 2.59 Expired (19,946) $ 1.65 $ 0.77 Vested, outstanding shares (329,005) $ 3.36 $ 1.71 Unvested outstanding, end of period 1,014,258 $ 4.28 $ 2.34 3.11 |
Schedule of MedAvail Share-based Compensation Expense | The following table presents expense related to share-based compensation: Year Ended December 31, 2022 2021 Share-based compensation $ 2,296 $ 1,205 |
Schedule of Warrants Issued | At the end of the year, the Company had the following outstanding warrants: December 31, 2022 December 31, 2021 Warrants Exercise price Remaining Term (years) Warrants Exercise price Remaining Term (years) Common 19,310 $ 0.01 19,310 $ 0.01 Common 224,852 $ 1.66 224,852 $ 1.66 Common 493,173 $ 1.57 493,173 $ 1.57 Common 23,529,405 $ 1.25 — $ 1.25 Total 24,266,740 4.4 737,335 7.6 |
REVENUE AND SEGMENT REPORTING (
REVENUE AND SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Costs of Sales by Segment | The following table presents revenue and costs of products sold and services by segment (in thousands): Retail Pharmacy Services Pharmacy Technology Total Year Ended December 31, 2022 Revenue: Pharmacy and hardware revenue: Retail pharmacy revenue $ 41,747 $ — $ 41,747 Hardware — 297 297 Subscription — 424 424 Total pharmacy and hardware revenue 41,747 721 42,468 Service revenue: Software — 210 210 Maintenance and support — 170 170 Installation — 132 132 Professional services and other — 129 129 Total service revenue — 641 641 Total revenue 41,747 1,362 43,109 Cost of products sold and services 39,803 721 40,524 Segment gross profit $ 1,944 $ 641 2,585 Operating expense: Pharmacy operations 15,907 General and administrative 23,499 Selling and marketing 8,486 Research and development 1,115 Total operating expense 49,007 Operating loss $ (46,422) Retail Pharmacy Services Pharmacy Technology Total Year Ended December 31, 2021 Revenue: Pharmacy and hardware revenue: Retail pharmacy revenue $ 20,203 $ — $ 20,203 Hardware — 470 470 Subscription — 446 446 Total pharmacy and hardware revenue 20,203 916 21,119 Service revenue: Software — 259 259 Maintenance and support — 161 161 Installation — 39 39 Professional services and other — 551 551 Total service revenue — 1,010 1,010 Total revenue 20,203 1,926 22,129 Cost of products sold and services 20,031 1,781 21,812 Segment gross profit $ 172 $ 145 317 Operating expense: Pharmacy operations 13,496 General and administrative 22,277 Selling and marketing 7,204 Research and development 849 Total operating expense 43,826 Operating loss $ (43,509) |
Schedule of Assets and Liabilities by Segment | The following table presents assets and liabilities by segment (In thousands): Retail Pharmacy Services Pharmacy Technology Corporate Total December 31, 2022 Assets $ 14,495 $ 7,816 $ 10,821 $ 33,132 Liabilities $ 4,470 $ 2,594 $ 5,244 $ 12,308 December 31, 2021 Assets $ 13,641 $ 5,222 $ 19,280 $ 38,143 Liabilities $ 5,618 $ 3,567 $ 9,885 $ 19,070 The following table presents long-lived assets, which include property, plant, and equipment and right-of-use-assets by geographic region, based on the physical location of the assets (in thousands): Year Ended December 31, 2022 2021 Long-lived assets: United States $ 8,251 $ 7,675 Canada 289 555 Total long-lived assets $ 8,540 $ 8,230 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 09, 2023 | Jan. 18, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Inventories | $ 6,937 | $ 3,916 | ||
Revenue | Product Concentration Risk | Pharmacy Services Business | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Concentration risk, percentage | 97% | |||
Assets, Total | Product Concentration Risk | Inventory From SpotRx Pharmacies | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Concentration risk, percentage | 9% | |||
Inventories | $ 3,000 | |||
Subsequent Event | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Reduction of full-time employees, percentage | 75% | |||
Sale price | $ 2,900 | |||
Fees | 100 | |||
Holdback | $ 200 |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 01, 2022 | Apr. 04, 2022 | Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Cash and cash equivalents | $ 11,444 | $ 19,689 | |||
Accumulated deficit | 239,706 | 192,090 | |||
Net cash used in operating activities | 47,664 | 42,519 | |||
Stock issuance costs | $ 3,000 | ||||
Proceeds from debt | $ 0 | 10,000 | |||
Term loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Proceeds from debt | $ 10,000 | ||||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Warrants, callable term | 12 months | 12 months | |||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Warrants, callable term | 24 months | 24 months | |||
Private Placement | |||||
Debt Instrument [Line Items] | |||||
Gross proceeds from private placement | $ 10,000 | $ 40,000 | $ 40,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Restricted cash | $ 676 | $ 400 |
Allowance for doubtful accounts | 239 | 66 |
Total revenue | 43,109 | 22,129 |
Deferred revenue | 152 | 83 |
Pharmacy Technology | ||
Related Party Transaction [Line Items] | ||
Total revenue | 1,362 | 1,926 |
Subscription | ||
Related Party Transaction [Line Items] | ||
Total revenue | $ 424 | 446 |
Operating lease, term of contract | 12 months | |
Subscription | Pharmacy Technology | ||
Related Party Transaction [Line Items] | ||
Total revenue | $ 424 | 446 |
Letter of Credit Security | ||
Related Party Transaction [Line Items] | ||
Restricted cash | $ 700 | $ 400 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property Plant and Equipment, Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
IT equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of fixed assets | 1 year |
IT equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of fixed assets | 3 years |
General plant and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of fixed assets | 5 years |
General plant and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of fixed assets | 8 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of fixed assets | 5 years |
Office furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of fixed assets | 5 years |
Office furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of fixed assets | 8 years |
MedCenter equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of fixed assets | 8 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Intellectual property | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 6 years |
Website and mobile application | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 2 years |
Minimum | Software | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 1 year |
Maximum | Software | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 5 years |
EARNINGS (LOSS) PER SHARE - War
EARNINGS (LOSS) PER SHARE - Warrants Included in Earnings per Share (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Warrants Issued May 9, 2018 | |
Class of Warrant or Right [Line Items] | |
Warrants (in shares) | 118,228 |
Warrants Issued February 11, 2020 | |
Class of Warrant or Right [Line Items] | |
Warrants (in shares) | 309,698 |
Warrants Issued June 29, 2020 | |
Class of Warrant or Right [Line Items] | |
Warrants (in shares) | 84,911 |
Warrants Issued November 18, 2020 | |
Class of Warrant or Right [Line Items] | |
Warrants (in shares) | 39,208 |
Warrants Issued November 18, 2020, Outstanding | |
Class of Warrant or Right [Line Items] | |
Warrants (in shares) | 19,310 |
EARNINGS (LOSS) PER SHARE - Cal
EARNINGS (LOSS) PER SHARE - Calculation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss - basic | $ (47,616) | $ (43,815) |
Net loss - diluted | $ (47,616) | $ (43,815) |
Weighted average shares outstanding - basic (in shares) | 65,776,384 | 32,656,325 |
Weighted average shares outstanding - diluted (in shares) | 65,776,384 | 32,656,325 |
Net loss per share - basic (in USD per share) | $ (0.72) | $ (1.34) |
Net loss per share - diluted (in USD per share) | $ (0.72) | $ (1.34) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive option awards excluded from earnings per share calculation (in shares) | 31,023,725 | 4,369,668 |
INVENTORY - Schedule of invento
INVENTORY - Schedule of inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
MedCenter hardware | $ 3,331 | $ 1,201 |
Pharmaceuticals | 2,943 | 2,150 |
Spare parts | 663 | 565 |
Total inventory | $ 6,937 | $ 3,916 |
INVENTORY - Narrative (Details)
INVENTORY - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory [Line Items] | ||
Inventory adjustments | $ 0 | $ 600,000 |
Pharmacy | ||
Inventory [Line Items] | ||
Inventory recognized as cost of sales | 37,000,000 | 18,500,000 |
Hardware | ||
Inventory [Line Items] | ||
Inventory recognized as cost of sales | $ 300,000 | $ 1,100,000 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid MedCenter inventory | $ 1,359 | $ 1,050 |
Prepaid insurance | 921 | 509 |
Other | 383 | 632 |
Prepaid expenses and other current assets | $ 2,663 | $ 2,191 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total historical cost | $ 12,995 | $ 11,188 |
Accumulated depreciation | (6,540) | (5,496) |
Total property, plant and equipment, net | $ 6,455 | 5,692 |
MedCenter equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 8 years | |
Total historical cost | $ 7,983 | 5,875 |
IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total historical cost | $ 2,394 | 2,361 |
IT equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 1 year | |
IT equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 3 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total historical cost | $ 980 | 880 |
General plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total historical cost | $ 619 | 603 |
General plant and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 5 years | |
General plant and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 8 years | |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total historical cost | $ 551 | 394 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 5 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 8 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of fixed assets | 5 years | |
Total historical cost | $ 54 | 54 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Total historical cost | $ 414 | $ 1,021 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Inventory transferred to property, plant and equipment | $ 1,201 | $ 1,817 |
Property, plant and equipment, net | 6,455 | 5,692 |
Accumulated depreciation | 6,540 | 5,496 |
Depreciation of property, plant, and equipment | 1,214 | 1,174 |
Depreciation included in cost of sales | 100 | 200 |
Leased MedCenter Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 900 | 1,700 |
Accumulated depreciation | $ 500 | $ 1,000 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Asset Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 9,761 | $ 8,915 |
Total accumulated amortization | (9,296) | (6,615) |
Total net book value | 465 | 2,300 |
Amortization of intangible assets | 2,700 | 600 |
Intangible assets, increased amortization | 1,900 | |
Software | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | 5,321 | 4,475 |
Total accumulated amortization | (4,856) | (2,175) |
Intellectual property | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | 3,857 | 3,857 |
Total accumulated amortization | (3,857) | (3,857) |
Website and mobile application | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | 583 | 583 |
Total accumulated amortization | $ (583) | $ (583) |
INTANGIBLE ASSETS - Future Amor
INTANGIBLE ASSETS - Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 119 | |
2024 | 106 | |
2025 | 103 | |
2026 | 103 | |
2027 | 34 | |
Thereafter | 0 | |
Total net book value | $ 465 | $ 2,300 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, expense | $ 0.9 | $ 0.9 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, average remaining lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, average remaining lease term | 5 years |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Total assets | Total assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Total assets | Total assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of lease obligations | Current portion of lease obligations |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term portion of lease obligations | Long-term portion of lease obligations |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of lease obligations | Current portion of lease obligations |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term portion of lease obligations | Long-term portion of lease obligations |
Assets | ||
Operating: | $ 1,953 | $ 2,376 |
Finance: | 132 | 162 |
Total assets | 2,085 | 2,538 |
Operating: | ||
Current | 626 | 599 |
Long-term | 1,518 | 1,947 |
Finance: | ||
Current | 82 | 83 |
Long-term | 51 | 80 |
Total liabilities | $ 2,277 | $ 2,709 |
LEASES - Additional Lease Infor
LEASES - Additional Lease Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Finance leases: | ||
Weighted-average remaining lease term (years) | 1 year 6 months | |
Weighted-average discount rate | 8.70% | 8.80% |
Operating leases: | ||
Weighted-average remaining lease term (years) | 4 years 2 months 12 days | |
Weighted-average discount rate | 6.90% | 6.90% |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liability, Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 755 |
2024 | 617 |
2025 | 534 |
2026 | 468 |
2027 | 64 |
Thereafter | 0 |
Total lease payments | 2,438 |
Less: present value discount | (294) |
Total leases | $ 2,144 |
LEASES - Finance Lease Liabilit
LEASES - Finance Lease Liability, Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 92 |
2024 | 49 |
2025 | 4 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total finance lease payments | 145 |
Less: imputed interest | (12) |
Total leases | $ 133 |
LONG TERM DEBT, NET - Schedule
LONG TERM DEBT, NET - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 4,798 | $ 9,538 |
Less Short-term debt | 0 | 0 |
Long-term debt | 4,798 | 9,538 |
Term loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 5,182 | 10,070 |
Term loan discount | $ (384) | $ (532) |
LONG TERM DEBT, NET - Narrative
LONG TERM DEBT, NET - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||
Jun. 07, 2021 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Nov. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Nov. 17, 2020 USD ($) | May 14, 2020 USD ($) debtInstrument | |
Debt Instrument [Line Items] | |||||||||
Repayment of debt | $ 5,000,000 | $ 2,000,000 | |||||||
Term loan | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 10,000,000 | ||||||||
Repayment of debt | $ 5,000,000 | ||||||||
Debt instrument, interest rate floor | 7.25% | ||||||||
Interest rate at end of period | 11.50% | 11.50% | |||||||
Debt final payment fee, percentage | 4.75% | ||||||||
Debt issuance costs, gross | $ 600,000 | ||||||||
Term loan | Secured Debt | Prepayment before June 7, 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, prepayment fee, percentage | 3% | ||||||||
Term loan | Secured Debt | Prepayment before June 7, 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, prepayment fee, percentage | 2% | ||||||||
Term loan | Secured Debt | Prepayment after June 7, 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, prepayment fee, percentage | 1% | ||||||||
Term loan | Secured Debt | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable interest rate spread | 4% | ||||||||
PPP loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, decrease, forgiveness | $ 100,000 | $ 200,000 | |||||||
PPP loan | Notes Payable to Banks | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 300,000 | ||||||||
Number of debt instruments | debtInstrument | 2 | ||||||||
MYOS Promissory Note | Other Payables | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 3,000,000 | ||||||||
Repayment of debt | $ 1,000,000 |
PHARMACY OPERATIONS EXPENSES (D
PHARMACY OPERATIONS EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Wages and salaries | $ 9,902 | $ 9,844 |
Other pharmacy operations expenses | 1,291 | 1,374 |
Depreciation of property, plant and equipment | 958 | 826 |
Rent and utilities | 873 | 558 |
Repairs and maintenance | 433 | 316 |
Amortization of intangible assets | 2,450 | 578 |
Total pharmacy operations expenses | $ 15,907 | $ 13,496 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Wages and salaries | $ 11,803 | $ 10,980 |
Professional services | 2,690 | 3,457 |
Insurance | 1,964 | 1,780 |
Rent and utilities | 1,090 | 1,338 |
Other general and administrative expenses | 1,419 | 1,021 |
Share-based compensation | 2,296 | 1,205 |
Software licenses and support | 1,482 | 1,179 |
Travel and other employee expenses | 226 | 736 |
Office and IT supplies | 378 | 393 |
Depreciation of property, plant and equipment | 151 | 188 |
Total general and administrative expenses | $ 23,499 | $ 22,277 |
OTHER GAIN (LOSS) (Details)
OTHER GAIN (LOSS) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Forgiveness of PPP Loan | $ 0 | $ 161 |
Other gain (loss), net | 0 | 45 |
Total other gain (loss), net | $ 0 | $ 206 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (47,592) | $ (43,813) |
Income tax recovery at statutory rate (21%) | (9,995) | (9,201) |
State income tax expense, net of federal benefit | (1,381) | (1,955) |
Increase (decrease) resulting from: | ||
Effect of foreign tax rate | (890) | (610) |
Unrecognized deferred tax asset | 9,846 | 14,356 |
Other | 2,420 | (2,588) |
Provision for income taxes | $ 0 | $ 2 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Minimum state taxes | $ 4 | |
Income tax adjustments | 20 | |
Increase in valuation allowance | 9,846 | $ 14,385 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 83,500 | |
Operating loss carryforwards, subject to expiration | 11,700 | |
Operating loss carryforwards, not subject to expiration | 71,800 | |
Foreign Tax Authority | Canada Revenue Agency | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 123,100 |
INCOME TAXES - Future Income Ta
INCOME TAXES - Future Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Future income tax assets: | |||
Non-capital losses | $ 53,384 | $ 44,590 | |
Un-depreciated capital cost (UCC) | 1,750 | 1,525 | |
Other intangible items | 2,408 | 1,556 | |
Interest limitation carryforward | 438 | 463 | |
Total future income tax assets | 57,980 | 48,134 | |
Future income tax liabilities: | |||
Valuation allowance | (57,980) | (48,134) | $ (33,749) |
Net future income tax asset | $ 0 | $ 0 |
INCOME TAXES - Rollforward of D
INCOME TAXES - Rollforward of Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | ||
Beginning balance | $ 48,134 | $ 33,749 |
Additions based on tax positions related to the current year | 9,846 | 14,385 |
Ending balance | $ 57,980 | $ 48,134 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | Healthcare Organization A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21% | 25% |
Revenue | Healthcare Organization B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12% | 14% |
Accounts Receivable | Three Payors | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 36% | 61% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Concentration of Risk (Details) - Supplier Concentration Risk - Inventories | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Vendor A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 34% | 32% |
Vendor B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 22% | 12% |
EQUITY, SHARE-BASED COMPENSAT_3
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2022 vote $ / shares shares | Jun. 14, 2022 $ / shares shares | Jun. 13, 2022 shares | Dec. 31, 2021 $ / shares shares | |
Equity [Abstract] | ||||
Common shares, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Common shares, authorized (in shares) | 300,000,000 | 300,000,000 | 100,000,000 | 100,000,000 |
Preferred shares, outstanding (in shares) | 0 | 0 | ||
Number of vote per share | vote | 1 |
EQUITY, SHARE-BASED COMPENSAT_4
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Private Placement Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Aug. 12, 2022 USD ($) | Jul. 01, 2022 USD ($) shares | Apr. 04, 2022 USD ($) shares | Apr. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Mar. 30, 2022 closing $ / shares shares | Dec. 31, 2021 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants issued (in USD per share) | $ / shares | |||||||
Term of warrants (in years) | 4 years 4 months 24 days | 7 years 7 months 6 days | |||||
Sale of debt and equity securities, authorized amount | $ 150 | ||||||
Sales agreement, offering, issuance, and sale of common stock, authorized amount | $ 50 | ||||||
Minimum | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants, callable term | 12 months | 12 months | |||||
Maximum | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants, callable term | 24 months | 24 months | |||||
Warrant Shares | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Term of warrants (in years) | 5 years | ||||||
Proceeds to be received if warrants are exercised in full | $ 29.4 | ||||||
Percentage of warrants callable | 66.67% | ||||||
Warrant Shares | Warrants Callable At Twelve Months | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants issued (in USD per share) | $ / shares | $ 1.25 | ||||||
Percentage of warrants callable | 33.33% | ||||||
Exercise the contingent call options, additional equity | $ 9.8 | ||||||
Warrant Shares | Warrants Callable At Twenty-Four Months | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants issued (in USD per share) | $ / shares | $ 2.50 | ||||||
Percentage of warrants callable | 33.33% | ||||||
Exercise the contingent call options, additional equity | $ 19.6 | ||||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares authorized to be sold (in shares) | shares | 47.1 | ||||||
Warrants (in shares) | shares | 23.5 | ||||||
Number of closings | closing | 2 | ||||||
Sale of stock (in USD per share) | $ / shares | $ 1.0625 | ||||||
Number of shares sold or expected to be sold (in shares) | shares | 9.4 | 37.6 | |||||
Gross proceeds from private placement | $ 10 | $ 40 | $ 40 | ||||
Number of warrants issued (in shares) | shares | 4.7 | 18.8 | |||||
Warrants issued as a percentage of shares purchased | 50% |
EQUITY, SHARE-BASED COMPENSAT_5
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Share Based Compensation, Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 serviceProvider shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2018 USD ($) shares | Dec. 31, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued for ESPP | $ | $ 109 | $ 72 | |||
Exchange ratio | 0.2 | ||||
Number of eligible service providers affected | serviceProvider | 53 | ||||
Options outstanding | 4,399,741 | 2,848,903 | 2,439,020 | ||
Share-based compensation | $ | $ 2,296 | $ 1,205 | |||
Expense remaining to be recognized | $ | $ 2,100 | $ 2,200 | |||
Weighted average recognition period (in years) | 2 years 7 months 6 days | 2 years 2 months 12 days | |||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ | $ 100 | $ 100 | |||
2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance (in shares) | 5,000,000 | ||||
Shares reserved for future issuance, minimum annual increase (in shares) | 5,000,000 | ||||
Common stock available for grant (in shares) | 2,300,000 | ||||
2020 Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percent increase in shares available under ESPP, prior year | 5% | ||||
2022 Inducement Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock available for grant (in shares) | 200,000 | ||||
Number of shares authorized for issuance (in shares) | 1,500,000 | ||||
2020 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance (in shares) | 700,000 | ||||
Shares reserved for future issuance, minimum annual increase (in shares) | 1,000,000 | ||||
Common stock available for grant (in shares) | 900,000 | ||||
Issuance of common shares under employee stock purchase plan (in shares) | 112,740 | ||||
2020 ESPP | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percent increase in shares available under ESPP, prior year | 1% | ||||
2012 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options exchanged under plan (in shares) | 239,181 | ||||
Options outstanding | 5,777 | ||||
2018 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance (in shares) | 1,972,530 | ||||
Options exchanged under plan (in shares) | 1,269,180 | ||||
One-time incremental compensation cost | $ | $ 1,000 | ||||
Maximum option term | 10 years | ||||
Percentage of vesting rights | 2.08% | ||||
Vesting term | 4 years |
EQUITY, SHARE-BASED COMPENSAT_6
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 3,100,570 | 1,003,130 |
Weighted average fair value of awards granted (in USD per share) | $ 0.92 | $ 3.32 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 0.59 | $ 1.70 |
Market price (in USD per share) | $ 0.59 | $ 1.70 |
Volatility | 85% | 60% |
Risk Free Rate | 1.62% | 0.46% |
Dividend Yield | 0% | 0% |
Expected life (in years) | 5 years 6 months | 5 years 2 months 1 day |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 1.27 | $ 6.07 |
Market price (in USD per share) | $ 1.27 | $ 6.07 |
Volatility | 86% | 60% |
Risk Free Rate | 2.38% | 1.12% |
Dividend Yield | 0% | 0% |
Expected life (in years) | 5 years 10 months 28 days | 5 years 11 months 8 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 1.96 | $ 15.15 |
Market price (in USD per share) | $ 1.96 | $ 15.15 |
Volatility | 90% | 60% |
Risk Free Rate | 3.61% | 1.36% |
Dividend Yield | 0% | 0% |
Expected life (in years) | 6 years 29 days | 6 years |
EQUITY, SHARE-BASED COMPENSAT_7
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - RSU Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 0.59 | $ 1.70 |
Market price (in USD per share) | $ 0.59 | $ 1.70 |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 1.27 | $ 6.07 |
Market price (in USD per share) | $ 1.27 | $ 6.07 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 1.96 | $ 15.15 |
Market price (in USD per share) | 1.96 | $ 15.15 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 852,395 | |
Grant date fair value of awards granted (in USD per share) | $ 1.13 | $ 3.35 |
Restricted Stock Units (RSUs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 0 | $ 0 |
Market price (in USD per share) | $ 0.59 | 1.70 |
Restricted Stock Units (RSUs) | Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date fair value of awards granted (in USD per share) | $ 3.35 | |
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 0 | $ 0 |
Market price (in USD per share) | $ 1.13 | $ 3.35 |
Restricted Stock Units (RSUs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6% | 6% |
Grant price (in USD per share) | $ 0 | $ 0 |
Market price (in USD per share) | $ 1.96 | $ 15.15 |
EQUITY, SHARE-BASED COMPENSAT_8
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Awards | ||
Outstanding awards at beginning of period (in shares) | 2,848,903 | 2,439,020 |
Granted (in shares) | 3,100,570 | 1,003,130 |
Exercised (in shares) | (237,330) | |
Cancelled/forfeited (in shares) | (1,432,002) | (335,971) |
Expired (in shares) | (117,730) | (19,946) |
Outstanding awards at end of period (in shares) | 4,399,741 | 2,848,903 |
Awards vested and exercisable (in shares) | 1,517,679 | 1,834,645 |
Awards vested and unvested exercisable (in shares) | 1,517,679 | 1,834,645 |
Awards vested and expected to vest (in shares) | 4,204,334 | 2,754,222 |
Weighted Average Exercise Price | ||
Weighted average exercise price of awards outstanding at beginning of period (in USD per share) | $ 2.78 | $ 1.56 |
Weighted average exercise price of awards granted (in USD per share) | 1.27 | 6.07 |
Weighted average exercise price of awards exercised (in USD per share) | 1.67 | |
Weighted average exercise price of awards cancelled/forfeited (in USD per share) | 2.18 | 4.75 |
Weighted average exercise price of awards expired (in USD per share) | 2.02 | 1.65 |
Weighted average exercise price of awards outstanding at end of period (in USD per share) | 1.88 | 2.78 |
Weighted average exercise price of awards vested and exercisable (in USD per share) | 2.49 | 1.95 |
Weighted average exercise price of awards vested and unvested exercisable (in USD per share) | 2.49 | 1.95 |
Weighted average exercise price of awards vested and expected to vest (in USD per share) | 1.90 | 2.74 |
Weighted average share price on date of exercise (in USD per share) | 9.90 | |
Weighted Average Fair Value | ||
Weighted average fair value of awards outstanding at beginning of period (in USD per share) | 1.44 | 0.76 |
Weighted average fair value of awards granted (in USD per share) | 0.92 | 3.32 |
Weighted average fair value of awards exercised (in USD per share) | 0.81 | |
Weighted average fair value of awards cancelled/forfeited (in USD per share) | 1.20 | 2.58 |
Weighted average fair value of awards expired (in USD per share) | 1.10 | 0.77 |
Weighted average fair value of awards outstanding at end of period (in USD per share) | 1.14 | 1.44 |
Weighted average fair value of awards vested and exercisable (in USD per share) | 1.28 | 0.95 |
Weighted average fair value of awards vested and unvested exercisable (in USD per share) | 1.28 | 0.95 |
Weighted average fair value of awards vested and expected to vest (in USD per share) | $ 1.15 | $ 1.42 |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding, end of period | 8 years 3 months 25 days | 7 years 7 months 9 days |
Vested and exercisable, end of the period | 6 years 7 months 2 days | 6 years 7 months 20 days |
Vested and unvested exercisable, end of the period | 6 years 7 months 2 days | 6 years 7 months 20 days |
Vested and expected to vest, end of the period | 8 years 3 months 7 days | 7 years 6 months 18 days |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value of awards outstanding at beginning of period | $ 31 | $ 32,894 |
Aggregate intrinsic value of awards granted | 0 | 0 |
Aggregate intrinsic value of awards exercised/released | 1,954 | |
Aggregate intrinsic value of awards cancelled/forfeited | 111 | 392 |
Aggregate intrinsic value of awards expired | 2 | 20 |
Aggregate intrinsic value of awards outstanding at end of period | 0 | 31 |
Aggregate intrinsic value of awards vested and exercisable | 0 | 24 |
Aggregate intrinsic value of awards vested and unvested exercisable | 0 | 24 |
Aggregate intrinsic value of awards vested and expected to vest | $ 0 | $ 31 |
EQUITY, SHARE-BASED COMPENSAT_9
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Nonvested Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Awards | |||
Unvested outstanding, beginning of period (in shares) | 1,014,258 | 693,644 | |
Granted (in shares) | 3,100,570 | 1,003,130 | |
Cancelled/forfeited (in shares) | (788,325) | (333,565) | |
Expired (in shares) | (19,946) | ||
Vested (in shares) | (444,441) | (329,005) | |
Unvested outstanding, end of period (in shares) | 2,882,062 | 1,014,258 | |
Weighted Average Exercise Price | |||
Weighted average exercise price of unvested awards, beginning balance (in USD per share) | $ 1.57 | $ 4.28 | $ 1.40 |
Weighted average exercise price of awards granted (in USD per share) | 1.27 | 6.07 | |
Weighted average exercise price of awards cancelled/forfeited (in USD per share) | 2.57 | 4.77 | |
Weighted average exercise price of awards expired (in USD per share) | 1.65 | ||
Weighted average exercise price of awards vested (in USD per share) | 3.89 | 3.36 | |
Weighted average exercise price of unvested awards, ending balance (in USD per share) | 1.57 | 4.28 | |
Weighted Average Grant Date Fair Value | |||
Weighted average fair value of awards outstanding at beginning of period (in USD per share) | 2.34 | 0.69 | |
Grant date fair value of options granted (in USD per share) | 0.92 | 3.32 | |
Weighted average grant date fair value of awards cancelled/forfeited (in USD per share) | 1.49 | 2.59 | |
Weighted average grant date fair value of awards expired (in USD per share) | 0.77 | ||
Weighted average grant date fair value of awards vested (in USD per share) | 2.16 | 1.71 | |
Weighted average fair value of awards outstanding at end of period (in USD per share) | $ 1.07 | $ 2.34 | |
Weighted average remaining contractual life of awards vested and unvested exercisable (in years) | 2 years 7 months 6 days | 3 years 1 month 9 days |
EQUITY, SHARE-BASED COMPENSA_10
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - RSU Activity (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Awards | ||
Outstanding awards at beginning of period (in shares) | 802,740 | 0 |
Granted (in shares) | 2,415,354 | 852,395 |
Vested and Exercised (in shares) | (113,404) | (11,155) |
Cancelled/forfeited (in shares) | (728,136) | (38,500) |
Outstanding awards at end of period (in shares) | 2,376,554 | 802,740 |
Awards vested and expected to vest (in shares) | 2,179,524 | 717,476 |
Weighted Average Exercise Price | ||
Weighted average share price on date of vested and exercised in USD per share) | $ 0.72 | $ 1.93 |
Weighted Average Fair Value | ||
Weighted average fair value of awards outstanding at beginning of period (in USD per share) | 2.78 | 0 |
Weighted average grant date fair value of options granted (in USD per share) | 1.13 | 3.35 |
Weighted average fair value of awards vested and exercised (in USD per share) | 3.63 | 11.58 |
Weighted average fair value of awards cancelled/forfeited (in USD per share) | 1.99 | 12.83 |
Weighted average fair value of awards outstanding at end of period (in USD per share) | 1.31 | 2.78 |
Weighted average fair value of awards vested and expected to vest (in USD per share) | $ 1.32 | $ 2.81 |
Weighted Average Remaining Contractual Life (Years) | ||
Vested and expected to vest, end of the period | 2 years 2 months 12 days | 4 years 10 months 24 days |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value of awards outstanding at beginning of period | $ 1,124 | $ 0 |
Aggregate intrinsic value of awards granted | 2,729 | 2,858 |
Aggregate intrinsic value of awards vested and exercised | 82 | 22 |
Aggregate intrinsic value of awards cancelled/forfeited | 884 | 138 |
Aggregate intrinsic value of awards outstanding at end of period | 712 | 1,124 |
Aggregate intrinsic value of awards vested and expected to vest | $ 653 | $ 1,005 |
EQUITY, SHARE-BASED COMPENSA_11
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Share Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Share-based compensation | $ 2,296 | $ 1,205 |
EQUITY, SHARE-BASED COMPENSA_12
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Warrants, Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Class of Warrant or Right [Line Items] | |||
Warrants issued during period | 0 | ||
Exercise of warrants (in shares) | 0 | ||
Warrants (in shares) | 24,266,740 | 737,335 | |
Exercise of warrants | $ 151 | ||
Common Shares | |||
Class of Warrant or Right [Line Items] | |||
Exercise of warrants (in shares) | [1] | 794,804 | |
Exercise of warrants | [1] | $ 1 | |
Investor | |||
Class of Warrant or Right [Line Items] | |||
Warrants (in shares) | 24,200,000 | 626,339 | |
Investor | Common Shares | |||
Class of Warrant or Right [Line Items] | |||
Exercise of warrants (in shares) | 565,496 | ||
Warrants Issued April 04, 2022, Exercise Price | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued during period | 18,800,000 | ||
Fair value of warrants | $ 9,200 | ||
Expected life (in years) | 5 years | ||
Grant price (in USD per share) | $ 1.25 | ||
Warrants Issued July 01, 2022, Exercise Price | |||
Class of Warrant or Right [Line Items] | |||
Warrants issued during period | 4,700,000 | ||
Fair value of warrants | $ 4,500 | ||
Expected life (in years) | 5 years | ||
Grant price (in USD per share) | $ 1.25 | ||
[1]Preferred shares ($0.001 par value), 10,000,000 shares authorized with zero issued and outstanding at December 31, 2022 and 2021. |
EQUITY, SHARE-BASED COMPENSA_13
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Valuation of Warrants Issued (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Warrants Issued April 2022 | |
Class of Warrant or Right [Line Items] | |
Market price (in USD per share) | $ 0.96 |
Grant price (in USD per share) | $ 1.25 |
Expected life (in years) | 5 years |
Volatility | 85% |
Risk Free Rate | 2.56% |
Warrants Issued July 2022 | |
Class of Warrant or Right [Line Items] | |
Market price (in USD per share) | $ 1.59 |
Grant price (in USD per share) | $ 1.25 |
Expected life (in years) | 5 years |
Volatility | 85% |
Risk Free Rate | 2.88% |
EQUITY, SHARE-BASED COMPENSA_14
EQUITY, SHARE-BASED COMPENSATION AND WARRANTS - Schedule of Outstanding Warrants (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 24,266,740 | 737,335 |
Exercise price of warrants (in CAD per share) | ||
Term of warrants (in years) | 4 years 4 months 24 days | 7 years 7 months 6 days |
Common | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 19,310 | 19,310 |
Exercise price of warrants (in CAD per share) | $ 0.01 | $ 0.01 |
Common | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 224,852 | 224,852 |
Exercise price of warrants (in CAD per share) | $ 1.66 | $ 1.66 |
Common | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 493,173 | 493,173 |
Exercise price of warrants (in CAD per share) | $ 1.57 | $ 1.57 |
Common | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 23,529,405 | 0 |
Exercise price of warrants (in CAD per share) | $ 1.25 | $ 1.25 |
REVENUE AND SEGMENT REPORTING -
REVENUE AND SEGMENT REPORTING - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
REVENUE AND SEGMENT REPORTING_2
REVENUE AND SEGMENT REPORTING - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Total revenue | $ 43,109 | $ 22,129 |
Total cost of products sold and services | 40,524 | 21,812 |
Segment gross profit | 2,585 | 317 |
Operating expense: | ||
Pharmacy operations | 15,907 | 13,496 |
General and administrative | 23,499 | 22,277 |
Selling and marketing | 8,486 | 7,204 |
Research and development | 1,115 | 849 |
Total operating expense | 49,007 | 43,826 |
Operating loss | (46,422) | (43,509) |
Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 41,747 | 20,203 |
Total cost of products sold and services | 20,031 | |
Segment gross profit | 1,944 | 172 |
Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 1,362 | 1,926 |
Total cost of products sold and services | 1,781 | |
Segment gross profit | 641 | 145 |
Total pharmacy and hardware revenue | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 42,468 | 21,119 |
Total cost of products sold and services | 40,259 | 21,306 |
Total pharmacy and hardware revenue | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 41,747 | 20,203 |
Total pharmacy and hardware revenue | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 721 | 916 |
Retail pharmacy revenue | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 41,747 | 20,203 |
Retail pharmacy revenue | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 41,747 | 20,203 |
Total cost of products sold and services | 39,803 | |
Retail pharmacy revenue | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 0 | 0 |
Hardware | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 297 | 470 |
Hardware | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 0 | 0 |
Hardware | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 297 | 470 |
Total cost of products sold and services | 721 | |
Subscription | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 424 | 446 |
Subscription | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 0 | 0 |
Subscription | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 424 | 446 |
Total service revenue | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 641 | 1,010 |
Total cost of products sold and services | 265 | 506 |
Total service revenue | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 0 | 0 |
Total service revenue | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 641 | 1,010 |
Software | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 210 | 259 |
Software | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 0 | 0 |
Software | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 210 | 259 |
Maintenance and support | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 170 | 161 |
Maintenance and support | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 0 | 0 |
Maintenance and support | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 170 | 161 |
Installation | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 132 | 39 |
Installation | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 0 | 0 |
Installation | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 132 | 39 |
Professional services and other | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 129 | 551 |
Professional services and other | Retail Pharmacy Services | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 0 | 0 |
Professional services and other | Pharmacy Technology | ||
Revenue from External Customer [Line Items] | ||
Total revenue | $ 129 | $ 551 |
REVENUE AND SEGMENT REPORTING_3
REVENUE AND SEGMENT REPORTING - Schedule of Assets and Liabilities by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 33,132 | $ 38,143 |
Total liabilities | 12,308 | 19,070 |
Operating Segments | Retail Pharmacy Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 14,495 | 13,641 |
Total liabilities | 4,470 | 5,618 |
Operating Segments | Pharmacy Technology | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 7,816 | 5,222 |
Total liabilities | 2,594 | 3,567 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 10,821 | 19,280 |
Total liabilities | $ 5,244 | $ 9,885 |
REVENUE AND SEGMENT REPORTING_4
REVENUE AND SEGMENT REPORTING - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | $ 8,540 | $ 8,230 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | 8,251 | 7,675 |
Canada | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | $ 289 | $ 555 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2023 | Feb. 10, 2023 | Feb. 09, 2023 | Mar. 31, 2023 | Mar. 29, 2023 | Dec. 31, 2022 | Mar. 30, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||||||
Exercise price of warrants issued (in USD per share) | ||||||||
Cash in bank accounts | $ 11,444 | $ 19,689 | ||||||
Private Placement | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants (in shares) | 23,500,000 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash proceeds | $ 2,900 | |||||||
Fees | 100 | |||||||
Holdback | 200 | |||||||
Contingent consideration (up to) | $ 220,000 | |||||||
Closing period | 6 months | |||||||
Payment of assets sale | $ 3,400 | |||||||
Final payment | 400 | |||||||
Prepayment | $ 3,000 | |||||||
Subsequent Event | Silicon Valley Bank | ||||||||
Subsequent Event [Line Items] | ||||||||
Percent threshold of dollar value of total accounts held at financial institutions | 50% | |||||||
Cash in bank accounts | $ 9,800 | |||||||
Subsequent Event | Other Financial Institution | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash in bank accounts | $ 9,700 | |||||||
Subsequent Event | Warrants Issued Feb 10, 2023 | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants (in shares) | 200,366 | |||||||
Exercise price of warrants issued (in USD per share) | $ 0.3274 | |||||||
Subsequent Event | Private Placement | ||||||||
Subsequent Event [Line Items] | ||||||||
Issuance of warrants | $ 16,000 | |||||||
Subsequent Event | Private Placement | Pre-Funded Warrant | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants (in shares) | 49,813,198 | |||||||
Stock exercise price (in USD per share) | $ 0.3212 | |||||||
Subsequent Event | Private Placement | Series A Warrant | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants (in shares) | 49,813,198 | |||||||
Exercise price of warrants issued (in USD per share) | $ 0.385440 | |||||||
Percentage of common stock outstanding prior to offering | 19.99% | |||||||
Subsequent Event | Private Placement | Common Shares | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise price of warrants issued (in USD per share) | $ 0.001 |