Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
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 | 6665 Millcreek Dr. | ||
Entity Address, Address Line Two | Unit 1 | ||
Entity Address, City or Town | Mississauga | ||
Entity Address, State or Province | ON | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | L5N 5M4 | ||
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 | $ 10.5 | ||
Entity Common Stock, Shares Outstanding (in shares) | 31,939,898 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement for the 2021 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, 2020. | ||
Entity Central Index Key | 0001402479 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents (Note 4, Note 7) | $ 57,936 | $ 8,791 |
Restricted cash (Note 4, Note 7) | 60 | 58 |
Accounts receivable (net of allowance for doubtful accounts of $0.04 million for 2020 and no allowance for 2019) | 1,520 | 416 |
Inventories (Note 9) | 2,817 | 4,594 |
Prepaid expenses and other current assets | 1,534 | 229 |
Total current assets | 63,867 | 14,088 |
Property, plant and equipment, net (Note 10) | 3,795 | 2,703 |
Right-of-use assets (Note 11) | 1,239 | 1,050 |
Other assets | 203 | 92 |
Goodwill and other intangible assets | 227 | 70 |
Total assets | 69,331 | 18,003 |
Current liabilities: | ||
Accounts payable and accrued liabilities (Note 8) | 4,512 | 2,345 |
Short-term debt (Note 12) | 2,161 | 0 |
Contract liability | 275 | 4,804 |
Current portion of lease obligations (Note 11) | 665 | 526 |
Total current liabilities | 7,613 | 7,675 |
Long-term debt | 0 | 12,476 |
Long-term portion of lease obligations (Note 11) | 651 | 565 |
Other liabilities (Note 7) | 0 | 448 |
Total liabilities | 8,264 | 21,164 |
Commitments and contingencies (Note 17) | ||
Redeemable preferred shares ($0.001 par value, 10,000,000 and 14,539,330 shares authorized, 0 and 10,500,440 shares issued and outstanding at December 31, 2020 and 2019, respectively) | 0 | 93,484 |
Stockholders' equity (deficit): (Note 18) | ||
Common shares ($0.001 par value, 100,000,000 and 24,000,000 shares authorized, 31,816,020 and 1,504,251 shares issued and outstanding at December 31, 2020 and 2019, respectively) | 32 | 8 |
Warrants | 2,614 | 698 |
Additional paid-in-capital | 213,624 | 30,829 |
Accumulated other comprehensive loss | (6,928) | (6,950) |
Accumulated deficit | (148,275) | (121,230) |
Total shareholders’ equity (deficit) | 61,067 | (96,645) |
Total liabilities, temporary equity and shareholders’ equity | $ 69,331 | $ 18,003 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 44,000 | $ 0 |
Redeemable preferred shares, par value (in USD per share) | $ 0.001 | $ 0.001 |
Redeemable preferred shares, authorized (in shares) | 10,000,000 | 14,539,330 |
Redeemable preferred shares, issued (in shares) | 0 | 10,500,440 |
Redeemable preferred shares, outstanding (in shares) | 0 | 10,500,440 |
Common shares, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common shares, authorized (in shares) | 100,000,000 | 24,000,000 |
Common shares, issued (in shares) | 31,816,020 | 1,504,251 |
Common shares, outstanding (in shares) | 31,816,020 | 1,504,251 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Sales: | ||
Total sales | $ 13,968 | $ 3,771 |
Cost of sales: | ||
Total cost of sales | 8,805 | 2,823 |
Gross profit | 5,163 | 948 |
Pharmacy operations (Note 13) | 5,687 | 3,988 |
General and administrative (Note 14) | 16,562 | 13,285 |
Selling and marketing | 3,043 | 3,276 |
Research and development | 682 | 1,106 |
Merger expenses | 4,691 | 0 |
Goodwill write-off | 0 | 137 |
Operating loss | (25,502) | (20,844) |
Other loss, net (Note 15) | (110) | 0 |
Interest income | 43 | 45 |
Interest expense | (1,241) | (734) |
Loss before income taxes | (26,810) | (21,533) |
Income tax (Note 16) | 0 | 0 |
Net loss | $ (26,810) | $ (21,533) |
Net loss per share - basic (in USD per share) | $ (4.69) | $ (13.37) |
Net loss per share - diluted (in USD per share) | $ (4.69) | $ (13.37) |
Weighted average shares outstanding - diluted (in shares) | 5,722,095 | 1,610,620 |
Weighted average shares outstanding - basic (in shares) | 5,722,095 | 1,610,620 |
Pharmacy and hardware sales | ||
Sales: | ||
Total sales | $ 10,596 | $ 3,385 |
Cost of sales: | ||
Total cost of sales | 8,593 | 2,674 |
Service sales | ||
Sales: | ||
Total sales | 3,372 | 386 |
Cost of sales: | ||
Total cost of sales | $ 212 | $ 149 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (26,810) | $ (21,533) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | 22 | (19) |
Total comprehensive loss | $ (26,788) | $ (21,552) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity Deficit - USD ($) $ in Thousands | Total | Common Shares | Treasury Stock | Warrants | Additional Paid-in-Capital | Accumulated Equity (Deficit) | Accumulated Other Comprehensive Loss |
Temporary equity beginning balance (in shares) at Dec. 31, 2018 | 7,479,862 | ||||||
Temporary equity beginning balance at Dec. 31, 2018 | $ 68,533 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of preferred shares (in shares) | 3,020,578 | ||||||
Issuance of preferred shares | $ 24,951 | ||||||
Temporary equity ending balance (in shares) at Dec. 31, 2019 | 10,500,440 | ||||||
Temporary equity ending balance at Dec. 31, 2019 | $ 93,484 | ||||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 1,481,926 | 0 | |||||
Balance at beginning of period at Dec. 31, 2018 | $ 8 | $ 191 | $ 30,947 | $ (99,697) | $ (6,931) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (21,533) | (21,533) | |||||
Shares issued for options exercises (in shares) | 22,322 | 22,325 | |||||
Shares issued for options exercises | $ 35 | 35 | |||||
Share-based compensation | 354 | ||||||
Warrants issued | 0 | 507 | (507) | ||||
Foreign currency translation adjustment | (19) | (19) | |||||
Balance at end of period (in shares) at Dec. 31, 2019 | 1,504,251 | 0 | |||||
Balance at end of period at Dec. 31, 2019 | (96,645) | $ 8 | 698 | 30,829 | (121,230) | (6,950) | |
Total equity and temporary equity at beginning of period at Dec. 31, 2018 | (6,949) | ||||||
Total equity and temporary equity at end of period at Dec. 31, 2019 | $ (3,161) | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of preferred shares (in shares) | 102,777 | ||||||
Issuance of preferred shares | $ 788 | ||||||
Temporary equity, conversion of preferred shares (in shares) | (10,603,217) | ||||||
Temporary equity, conversion of preferred shares | $ (94,272) | ||||||
Temporary equity ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||
Temporary equity ending balance at Dec. 31, 2020 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (26,810) | (26,810) | |||||
Shares issued in transaction (in shares) | 12,336,913 | ||||||
Shares issued | 83,902 | $ 12 | 83,890 | ||||
Conversion of debt (in shares) | 1,924,995 | ||||||
Conversion of debt | 13,090 | $ 2 | 13,088 | ||||
Conversion of preferred shares (in shares) | 14,866,151 | ||||||
Conversion of preferred shares | $ 15 | 94,257 | |||||
Issuance of common shares in connection with merger (in shares) | 1,015,983 | ||||||
Issuance of common shares in connection with merger | 0 | $ 1 | (1) | ||||
Exercise of warrants (in shares) | 7,635 | ||||||
Exercise of warrants | $ 12 | 12 | |||||
Shares issued for options exercises (in shares) | 160,090 | 160,092 | |||||
Shares issued for options exercises | $ 313 | 313 | |||||
Share-based compensation | 380 | ||||||
Purchase of treasury stock (in shares) | 67,188 | 67,188 | |||||
Purchase of treasury stock | (892) | (892) | |||||
Issuance of treasury stock for options exercise (in shares) | 67,188 | 67,188 | |||||
Issuance of treasury stock for options exercise | 657 | 657 | |||||
Warrants issued | 1,439 | 1,904 | (465) | ||||
Stock offering expense | (3,658) | (3,658) | |||||
Foreign currency translation adjustment | 22 | 22 | |||||
Consideration paid in merger | (5,000) | (5,000) | |||||
Adjustments related to merger | (15) | $ (6) | (9) | ||||
Balance at end of period (in shares) at Dec. 31, 2020 | 31,816,020 | 0 | |||||
Balance at end of period at Dec. 31, 2020 | 61,067 | $ 32 | $ 2,614 | $ 213,624 | $ (148,275) | $ (6,928) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity and temporary equity, conversion of preferred shares | 0 | ||||||
Total equity and temporary equity at end of period at Dec. 31, 2020 | $ 61,067 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (26,810) | $ (21,533) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property, plant, and equipment | 1,016 | 701 |
Amortization of intangible assets | 789 | 941 |
Bad debt and other non-cash receivables adjustments | 242 | 0 |
Interest accretion on debt and finance leases | 1,455 | 734 |
Goodwill write-off | 0 | 137 |
Impairment of lease asset | 0 | 41 |
Unrealized foreign currency loss (gain) | 21 | (19) |
Stock compensation expense, net | 380 | 354 |
Provisions for inventory | 219 | 0 |
Changes in operating assets and liabilities: | ||
Change in accounts receivable | (1,346) | (285) |
Change in inventory | 36 | (149) |
Change in prepaid expenses and other assets | (1,418) | (41) |
Change in accounts payable, accrued expenses, and other liabilities | 1,892 | (231) |
Change in contract liability | (4,529) | (196) |
Change in operating lease liability due to cash payments | (581) | 0 |
Net cash used in operating activities | (28,634) | (19,546) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (662) | (399) |
Purchase of intangible and other assets | (155) | (3) |
Net cash used in investing activities | (817) | (402) |
Net cash flows from financing activities: | ||
Issuance of common shares in private placement | 83,900 | 0 |
Issuance of preferred shares | 788 | 24,951 |
Issuance of common shares | 50 | 0 |
Issuance of common shares upon exercise of options and warrants | 275 | 35 |
Issuance of warrants | 481 | 0 |
Proceeds from debt | 12,994 | 0 |
Repayment of debt | (14,134) | 0 |
Cash paid for offering expenses | (3,658) | 0 |
Cash consideration in conjunction with Merger | (2,000) | 0 |
Other financing activities | (98) | |
Net cash provided by financing activities | 78,598 | 24,986 |
Net increase in cash, cash equivalents, and restricted cash | 49,147 | 5,038 |
Cash, cash equivalents, and restricted cash at beginning of period | 8,849 | 3,811 |
Cash, cash equivalents, and restricted cash at end of period | 57,996 | 8,849 |
Supplemental cash flow disclosures: | ||
Cash paid for operating lease payments | 581 | 405 |
Supplemental noncash investing and financing activities: | ||
Conversion of debt into common shares | 13,088 | 0 |
Conversion of preferred shares into common shares | 94,257 | 0 |
Note issued as consideration in conjunction with Merger | 3,000 | 0 |
Purchase of treasury stock (Note 18) | 233 | 0 |
Purchases of intangible assets in accounts payable | 72 | 0 |
Purchases of property, plant and equipment in accounts payable | 0 | 31 |
Lease liabilities arising from obtaining right-of-use assets: | ||
Operating leases | 737 | 1,511 |
Finance leases | $ 168 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
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 formerly known as MYOS RENS Technology, is a telehealth-enabled pharmacy technology company that has developed and commercialized an innovative self-service pharmacy, mobile application, kiosk and drive-thru solution. MedAvail'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 counselling via two-way audio-video communication with the ability to dispense prescription medicines under pharmacist control. MedAvail also operates SpotRx, or the Pharmacy, a full-service retail pharmacy utilizing the Company’s automated pharmacy technology. Merger Agreement On June 30, 2020, MYOS RENS Technology Inc., a Nevada corporation, or MYOS, and MedAvail, Inc., or MAI, a Delaware corporation based in Canada, entered into an Agreement and Plan of Merger and Reorganization, or Merger Agreement, by and among MYOS, MAI, and Matrix Merger Sub, Inc., a newly-created wholly-owned subsidiary of MYOS, or Merger Sub, pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub merged with and into MAI, with MAI being the surviving corporation and a wholly-owned subsidiary of MYOS, or the Merger. The Boards of Directors of MYOS and MAI both approved the Merger and recommended approval of the Merger by their respective shareholders. Immediately prior to the merger, Private Placement Shares were sold by MAI to certain subscribers in a total of $83.9 million. These shares were converted to common shares of the Post-Merger Public Company shares immediately following the merger. At November 17, 2020, the effective time of the Merger, or Effective Time: (a) each share of MAI’s common stock and each share of MAI’s preferred stock outstanding immediately prior to the Effective Time, excluding any dissenting shares, was automatically converted solely into the right to receive a number of shares of MYOS common stock, or “MYOS Common Stock”, calculated according to the exchange ratio described below; (b) each outstanding MAI stock option that was not exercised prior to the Effective Time was assumed by MYOS; and (c) each outstanding warrant to acquire MAI capital stock that was not exercised prior to the Effective Time was assumed by MYOS. Under the exchange ratio formula in the Merger Agreement, as of immediately after the Merger, the former MAI security holders owned approximately 96.8% of the aggregate number of fully-diluted shares of MYOS Common Stock outstanding following the consummation of the Merger, or the Post-Closing Shares, and the shareholders of MYOS immediately prior to the Merger owned approximately 3.2% of the Post-Closing Shares, subject to the adjustments set forth in the Merger Agreement. The exchange ratio was fixed prior to the closing of the Merger to reflect MYOS’s and MAI’s respective capitalizations as of immediately prior to the Effective Time. The Merger qualifies for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. Immediately following the Merger, the name of the post-merger combined company, or the Post-Merger Combined Company, was changed from “MYOS RENS Technology Inc.” to “MedAvail Holdings, Inc.” The Merger Agreement provided that the Board of Directors of the Post-Merger Combined Company consists of members who were directors of MAI immediately prior to the Merger. The executive officers of the Post-Merger Combined Company were designated by MAI, and are MAI’s executive officers from immediately preceding the Merger. Accounting For Merger The Merger was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of MYOS’s operations were disposed of immediately following the consummation of the Merger as a stock dividend to former MYOS shareholders. In connection with the Merger, MedAvail paid cash of $2.0 million and issued a $3.0 million promissory note, of which, the first payment of $1.0 million was made at closing, to MYOS, Inc. The assets and liabilities and the historical operations that are reflected in these consolidated financial statements are those of MAI as if MAI had always been the reporting company. All reference to MedAvail Holdings, Inc. shares of common stock, warrants and options have been presented on a Post-Merger, post-reverse split basis. Equity is also that of MAI, with an adjustment for the fair value of the accounting acquiree, which, due to the disposal of the historical assets and liabilities, consists only of the cash and promissory note issued to MYOS Corp. Expenses related to the Merger were expensed as incurred. Certain expenses were incurred in conjunction with the private placement stock offering, and such expenses were recorded as a cost of issuing equity and reported in additional paid-in-capital. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | GOING CONCERNThe consolidated financial statements for the years ended December 31, 2020 and 2019 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. The Company has the ability to meet its total liabilities of $8.3 million at December 31, 2020. Relevant accounting standards require that management make a determination as to whether or not substantial doubt exists as to our 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. Management has determined that there is not substantial doubt as to the Company’s ability to continue as a going concern. The Company has received $83.9 million cash (before expenses related to the offering and merger) from private placement financing related to the reverse merger discussed in Note 18, and which funding converted into common equity immediately subsequent to the Merger. The net cash from the offering and Merger will provide liquidity for the Company to support operations and growth for longer than the next 12 months. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Basis of Presentation The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“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. 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 the unknown future impacts of COVID-19 as of December 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s, intangible and other long-lived assets including operating lease right-of-use assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods. Adjustments may be made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Actual results may differ. The COVID-19 pandemic has severely impacted the economies of the U.S., Canada, and other countries around the world. The impact of COVID-19, the influence of certain holidays, seasonality, foreign currency rates, changes in vendor, payer and customer relationships and terms, strategic transactions including acquisitions, changes in laws and general economic conditions in the markets in which the Company operates and other factors on the Company’s operations and net earnings for any period may not be comparable to the same period in previous years. Certain prior period amounts have been reclassified in operating expenses to conform to current period presentation in the consolidated statements of operations. Fiscal years ended December 31, 2020 and December 31, 2019, respectively, may be referred to as 2020 and 2019. 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 The 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., MedAvail, Inc. and On the Spot Rx. Inc. are all subsidiaries of MedAvail. MedAvail has no interests in variable interest entities of which MedAvail is the primary beneficiary. All intercompany balances and transactions have been eliminated. During 2019, MedAvail elected to close down its Canadian pharmacy operations, to focus on growth of the SpotRx Pharmacy business in the US. Stock split |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents MedAvail classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. MedAvail 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 MedAvail considers cash to be restricted when withdrawal or general use is legally restricted. MedAvail maintains a balance with the issuer of certain purchasing cards as a guarantee for those cards. Due to the nature of the deposit, the balance is classified as restricted cash. Restricted cash is 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. MedAvail 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, 2020, MedAvail had a balance of $44 thousand in allowance for doubtful accounts. MedAvail had no allowance for doubtful accounts at December 31, 2019. At December 31, 2020, MedAvail had a balance of $0.3 million due from MedAvail’s employees which was included in accounts receivable. MedAvail had no amounts owing from employees as at December 31, 2019 Prepaid expenses and other current assets Prepaid expenses and other current assets consist primarily of prepaid amounts for insurance, rent and general operating expenses. At December 31, 2020, $1.3 million of the balance of prepaid expenses and other current assets was prepaid insurance. At December 31, 2019 the entire balance was general operating expenses. Research and Development Research and development expenses represent costs incurred to develop and innovate on MedAvail’s MedCenter platform technology, including development work on hardware, 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. MedAvail has not performed research and development conducted for others or provided such services to external parties. MedAvail recognizes hardware development costs as they are incurred. When hardware is constructed for use by customers, costs are capitalized after technological feasibility is achieved and expensed before technological feasibility is achieved. Costs of hardware completed but not yet placed in service are capitalized as equipment (a long-lived asset) on the consolidated balance sheets. Costs of hardware completed and placed in service with customers are capitalized as equipment and depreciated (expensed) over the estimated useful life of the equipment. Software Software development costs are accrued and expensed based on ASC 985, which is designed for software costs that MedAvail intends to sell or lease (in conjunction with related hardware). 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, most development costs are capitalized. Once development is complete and the software is made available for release to customers, capitalization no longer is 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, 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 comprehensive loss. The spot exchange rates used for the year ended December 31, 2020 and 2019 were 1 USD to 0.7854 CAD and 1 USD to 0.7525 CAD, respectively. Government Grants The Company accounts for government grants and loans as debt until it is reasonably assured that all or a portion of the loan will be forgiven, often indicated by a notice received from the government agency in question that the amount has been forgiven. At that time, the amount that is forgiven is converted from debt and recognized as grant income. The Company does not impute interest on government loans if the rate is determined to be below-market due to the scope exemption for government-mandated interest rates. Convertible Debt The Company accounts for convertible debt and related transactions in accordance with ASC 470-20, Debt with Conversion and Other Options, ASC 815, Derivatives and Hedging, and ASC 480, Distinguishing Liabilities from Equity. The Company evaluates convertible debt instruments and related transactions at inception to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. Convertible debt instruments that may be settled in cash are separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt-to-equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. The difference between the principal amount of the convertible debt instruments and the liability component, inclusive of issuance costs, represents the debt discount, which is amortized to interest expense over the term of instruments. The determination of the discount rate requires certain estimates and assumptions. Lease Revenue MedAvail provides its MedCenter units to customers on a contract that includes use of the MedCenter, along with a software license and maintenance agreement. Agreements for such leases to date have been determined to be operating leases leases due to short-term nature and cancellation clauses, and have been recorded following lessor guidance for operating leases. The portion of the consideration in the contract related to the MedCenter is considered lease revenue and the MedCenters leased to customers are carried on the Company’s consolidated balance sheets as MedCenter equipment and depreciated. Lease revenue also includes non-lease components where applicable. For the years ended December 31, 2020 and 2019, lease revenue was $0.5 million and $0.3 million, respectively, within the pharmacy and hardware sales on the consolidated statements of operations. MedCenter Revenue Recognition MedAvail derives its revenue from the sale of MedPlatform Systems, which include MedCenter prescription dispensing kiosks, and the associated software, hardware, and service components necessary for operation, along with sales of products dispensed by MedCenters, and retail pharmacy sales. Contracts with customers often include promises to transfer multiple products and services. If any of these judgments were to change it could cause a material increase or decrease in the amount of revenue we report in a given period. 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 MedAvail expects to be entitled to receive in exchange for those goods and services. To achieve this core principle, MedAvail 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 there has been approval and commitment from 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, MedAvail has concluded 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. To the extent a contract includes multiple promised goods or services, MedAvail must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer (the goods or services are distinct.) MedAvail must also determine if the promise to transfer the goods or services to the customer is 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. The transaction price is determined based on the consideration that MedAvail will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, MedAvail estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the expected value method. During 2020 and 2019, MedAvail had no contracts that included variable consideration. Determining the transaction price requires judgment. 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 basis. Standalone selling price is determined by the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, MedAvail estimates the standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in the Pharmacy Technology Segment information below. In addition, MedAvail’s contracts with customers generally do not include significant financing components or non-cash consideration. MedPlatform sales agreements generally contain an agreement to provide a MedCenter prescription dispensing kiosk, and often with agreements to provide software, hardware and maintenance services, which are necessary for the operation of the MedCenter, and can only be provided by MedAvail. Management reviews each contract to provide MedPlatform systems to determine if it consists of one or multiple performance obligation. In cases of a single performance obligation, ASC 606 allows revenue to be recognized over time if the customer simultaneously receives and consumes the provided benefits. In each instance, revenue is typically initially recognized when the MedCenter is controlled by the customer. Revenue continues to be recognized going forward in the periods in which the hardware, software and maintenance services are provided to the customer. For any amounts received prior to the fulfillment of the obligation, a contract liability is recorded. As of December 31, 2020 and 2019, the consolidated balance sheets included $0.3 million and $4.8 million, respectively, of contract liability. 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 DIR fees associated with prescription drugs dispensed during the year. DIR fees are calculated by pharmacy benefit managers (PBMs) after the sale is completed. The DIR fees under these arrangements are accounted for as variable consideration, estimated at the time of sale using the most likely amount method, and recognized as a reduction in revenue. The provisions for revenue reserves for such variable consideration recognized within accounts receivable amounted to $0.2 million as of December 31, 2020. Management developed the estimated provisions for revenue reserves based on historical trends adjusted for product mix and PBM mix. Inventory Inventory for the retail pharmacy services segment consists of pharmaceuticals. Inventories for the retail pharmacy segment are stated at the lower of cost (first in, first out) or net realizable value. Inventory for the pharmacy technology segment consists primarily of MedCenter kiosk finished goods. Inventories are stated 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, MedAvail 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, 2020 and 2019, MedAvail did not recognize any significant impairments of long lived assets. Property, plant and equipment Property, plant and equipment are carried in the accounts at cost less accumulated depreciation. 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 is recorded from the date each asset is placed into service on a straight-line basis over the estimated useful lives of the property, plant and equipment 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 5 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. Goodwill and Other 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. No development costs have been capitalized to date. 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. MedAvail evaluates the reasonableness of the estimated useful lives of these intangible assets on an annual basis. During the year ended December 31, 2019, MedAvail wrote off the $0.1 million balance for goodwill related to its Canadian operations due to the discontinuance of those operations. 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 Goodwill not amortized The following table presents intangible asset balances: December 31, 2020 2019 Gross intangible assets: Intellectual property $ 3,857 $ 3,857 Website and mobile application 583 583 Software 1,815 1,582 Total intangible assets 6,255 6,022 Accumulated amortization: Intellectual property (3,857) (3,857) Website and mobile application (583) (513) Software (1,588) (1,582) Total accumulated amortization (6,028) (5,952) Total net book value $ 227 $ 70 Leases MedAvail maintains operating leases primarily for manufacturing facilities, research and development facilities, corporate offices, and certain equipment. Upon adoption of Accounting Standards Codification Topic 842, Leases, or ASC 842, as of January 1, 2019, we derecognized our previously recorded deferred rent balance. 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. We adopted ASC 842 under a modified retrospective method without the recasting of comparative periods’ financial information. MedAvail analyzes new contracts to determine whether they include leased assets; such leases are referred to as embedded leases. When evaluating contracts for embedded leases, MedAvail exercises judgment to determine if there is an explicitly or implicitly identified asset in the contract and if MedAvail controls the use of that asset. MedAvail’s accounting policy deems leases with an initial term of 12 months or less short-term leases. MedAvail recognizes lease expense for short-term lease payments 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 MedAvail’s leases do not include an implicit discount rate, MedAvail uses its incremental borrowing rate to calculate the present value of lease payments. As a practical expedient, MedAvail made an accounting policy election 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, MedAvail includes both lease and non-lease components to calculate the right-of-use asset and related lease liability (if the non-lease components are fixed). See Note 11 “Leases” for our fiscal 2020 disclosures. Share-based compensation MedAvail has a stock option plan whereby awards are granted to certain employees of MedAvail. The fair value of the stock options granted by MedAvail to employees of MedAvail is recognized as compensation expense on a straight-line basis over the applicable stock option vesting period. MedAvail measures the fair value of the options using the Black-Scholes option pricing model as of the grant date/measurement date. Shares issued upon the exercise of options are new shares. MedAvail estimates forfeitures based on historical experience and expense related to awards is adjusted over the term of the awards to reflect their probability of vesting. All fully vested awards are fully expensed. Warrants MedAvail has 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. MedAvail measures the fair value of the awards using the Black-Scholes option pricing model as of the grant date/measurement date. Warrants issued on November 12, 2020 to a service provider were valued based on the liability settled with their issuance. Warrants issued are initially recorded at fair value as a reduction to contributed surplus or as an expense if the warrants are issued to pay for services. Deferred financing costs Financing 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. Financing costs incurred to issue equity are capitalized and netted against the respective class of shares they were incurred to issue. At December 31, 2020 and 2019, $3.6 million and $0.2 million, respectively, of financing costs incurred to issue equity were included in the consolidated balance sheets. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Standards Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)”: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Prior to the adoption of ASU 2018-15, we capitalized implementation costs incurred during the application development phase of cloud computing arrangements to plant, property and equipment, net on our consolidated balance sheets and have recognized expense over the useful life of the related asset within depreciation and amortization on our consolidated statements of operations. After the adoption of ASU 2018-15, we capitalize such costs within prepaid expenses and other current assets on our consolidated balance sheets and recognize expenses over the expected contract term within general and administrative expenses or other operating costs on our consolidated statements of operations, consistent with where the expenses associated with the hosting element of the arrangement are presented. MedAvail assessed the impact of the new accounting standard on its consolidated financial statements to facilitate its adoption of the new standard on January 1, 2020. The adoption of ASU 2018-15 did not result in a material change to our consolidated financial statements. 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. MedAvail assessed the impact of the new accounting standard on its consolidated financial statements to facilitate its required adoption of the new standard on January 1, 2021. Management expects no impact on our consolidated financial statements upon adoption. Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU will be effective beginning in the first quarter of our fiscal year 2021. Early adoption is permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. Debt with Conversion and Other Options In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting For Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”). The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. This ASU will be effective beginning in the first quarter of our fiscal year 2021. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements and related disclosures. 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, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income 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: Shares Issuance Date 118,228 May 9, 2018 309,698 February 11, 2020 84,911 June 29, 2020 58,518 November 18, 2020 During the years ended December 31, 2020 and 2019, there was no potential dilution from stock options or other warrants due to the Company’s net loss position. Weighted average shares for historical periods have been adjusted for the effect of the 1.26 for 1 split on November 17, 2020 as part of the Merger. The following table sets forth the computation of basic and diluted earnings per share. Year Ended December 31, 2020 2019 Net loss - basic and diluted $ (26,810) $ (21,533) Weighted average shares - basic and diluted 5,722,095 1,610,620 Net loss per share - basic and diluted $ (4.69) $ (13.37) For the years ended December 31, 2020 and 2019, there were a weighted average of 2.6 million and 2.0 million, respectively, of option awards outstanding that were not included in the diluted shares calculation because their inclusion would have been antidilutive. |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS As of December 31, 2020 and 2019, our assets and liabilities that were accounted for at fair value were cash and cash equivalents, restricted cash and liabilities to issue warrants in exchange for a service provided. 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 liabilities to issue warrants are evaluated at each reporting period to determine if that liability still exists. At each reporting period, the Company recalculates the value of the potential warrants using the Black-Scholes model with Level 2 inputs updated as of the balance sheet date. Assets and liabilities measured at fair value on a recurring basis were as follows: Fair Value Hierarchy December 31, 2020 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 57,936 $ 57,936 $ — $ — Restricted cash 60 60 — — Total assets 57,996 57,996 — — Fair Value Hierarchy December 31, 2019 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 8,791 $ 8,791 $ — $ — Restricted cash 58 58 — — Total assets 8,849 8,849 — — Liabilities to issue warrant $ 448 $ — $ — $ 448 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table presents details of accounts payable and accrued liabilities: December 31, 2020 2019 Accounts payable and accrued liabilities: Payroll $ 2,760 $ 1,432 Legal expense accruals 91 119 Trade accounts payable 1,339 409 Other accrued liabilities 322 385 Total accounts payable and accrued liabilities $ 4,512 $ 2,345 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY The following table presents detail of inventory balances: December 31, 2020 2019 Inventory: Raw materials $ 325 $ 344 MedCenters 1,655 3,739 Pharmacy 837 511 Total inventory $ 2,817 $ 4,594 At December 31, 2020, the Company had a balance of approximately $0.2 million in reserve for obsolescence of inventory, which was classified in cost of sales. At December 31, 2019, the Company did not have a reserve for obsolescence of inventory. During the year ended December 31, 2020, $7.3 million of inventory was recognized as pharmacy cost of sales and $0.4 million was recognized as hardware cost of sales on the consolidated statement of operations. During the year ended December 31, 2019, $2.6 million of inventory was recognized as pharmacy and hardware cost of sales on the consolidated statement of operations |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT MedAvail's principal technology product offering is the MedCenter, an interactive prescription dispensing kiosk unit that, when used in combination with MedAvail's proprietary software, connects customers live with a pharmacist. MedCenter equipment includes all of the necessary hardware and components that are required to be installed at the kiosk site in order to provide a functional MedCenter kiosk. The following tables present property, plant and equipment balances: December 31, 2020 Cost Accumulated Depreciation Net Property, plant and equipment: MedCenter equipment $ 4,622 $ 1,525 $ 3,097 Leasehold improvements 799 605 194 IT equipment 1,999 1,768 231 Office furniture and equipment 329 230 99 Vehicles 54 27 27 General plant and equipment 353 296 57 Work-in-process $ 90 $ — $ 90 Total property, plant and equipment $ 8,246 $ 4,451 $ 3,795 December 31, 2019 Cost Accumulated Depreciation Net Property, plant and equipment: MedCenter equipment $ 3,303 $ 1,139 $ 2,164 Leasehold improvements 666 444 222 IT equipment 2,151 1,975 176 Office furniture and equipment 282 203 79 Vehicles 54 18 36 General plant and equipment 310 284 26 Total property, plant and equipment $ 6,766 $ 4,063 $ 2,703 During the years ended December 31, 2020 and 2019, there was a transfer of $1.5 million and $1.6 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 put into service at one of the Company’s SpotRx clinics or leased to a third party. There was $0.7 million of leased MedCenter equipment, net of $0.3 million accumulated depreciation, in property, plant and equipment as of December 31, 2020, There was $0.4 million of leased MedCenter equipment, net of $0.1 million accumulated depreciation in property, plant and equipment as of December 31, 2019. MedAvail recognized $1.0 million and $0.7 million of depreciation for the years ended December 31, 2020 and 2019, respectively, of which $0.2 million and $0.1 million, respectively, was included in cost of sales. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES MedAvail maintains operating leases primarily for manufacturing facilities, research and development facilities, corporate offices, and certain equipment. Pursuant to the transition guidance in ASC 842, MedAvail elected a package of practical expedients which allowed it to not reassess whether its current contracts contain leases, and to retain historical lease classifications for its current leases. Lease terms include options to extend or terminate leases when it is reasonably certain that MedAvail will exercise those options. Real estate leases for facilities have an average remaining lease term of 2 – 3 years, which include options to extend the leases for up to two years where applicable. Certain of MedAvail’s lease agreements contain variable lease payments that are adjusted periodically for inflation or to adjust estimated amounts for actual operating expenses; these variable amounts are not material. When sublease income is generated for certain properties, MedAvail records our liability separately from those expected inflows. MedAvail’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. See Note 19 for rental revenue. Operating lease expense was $0.8 million and $0.7 million for the years ended December 31, 2020 and 2019, respectively. Balance sheet amounts for lease assets and leases liabilities are as follows: December 31, 2020 2019 Assets Operating: $ 1,108 $ 1,050 Finance: 131 — Total assets $ 1,239 $ 1,050 Liabilities: Operating: Current 612 526 Long-term 572 565 Finance: Current 53 — Long-term 79 — Total liabilities $ 1,316 $ 1,091 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, 2020 2019 Finance leases: Weighted-average remaining lease term (years) 2.4 — Weighted-average discount rate 6.0 % — Operating leases: Weighted-average remaining lease term (years) 2.5 2.3 Weighted-average discount rate 6.0 % 6.0 % Maturities of operating leases liabilities are as follows: December 31, 2020 2021 $ 663 2022 311 2023 165 2024 105 2025 37 Thereafter — Total lease payments 1,281 Less: present value discount (97) Total leases $ 1,184 Maturities of finance lease liabilities are as follows: December 31, 2020 2021 $ 58 2022 57 2023 27 2024 — 2025 — Thereafter — Total finance lease payments 142 Less: imputed interest (10) Total leases $ 132 |
LEASES | LEASES MedAvail maintains operating leases primarily for manufacturing facilities, research and development facilities, corporate offices, and certain equipment. Pursuant to the transition guidance in ASC 842, MedAvail elected a package of practical expedients which allowed it to not reassess whether its current contracts contain leases, and to retain historical lease classifications for its current leases. Lease terms include options to extend or terminate leases when it is reasonably certain that MedAvail will exercise those options. Real estate leases for facilities have an average remaining lease term of 2 – 3 years, which include options to extend the leases for up to two years where applicable. Certain of MedAvail’s lease agreements contain variable lease payments that are adjusted periodically for inflation or to adjust estimated amounts for actual operating expenses; these variable amounts are not material. When sublease income is generated for certain properties, MedAvail records our liability separately from those expected inflows. MedAvail’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. See Note 19 for rental revenue. Operating lease expense was $0.8 million and $0.7 million for the years ended December 31, 2020 and 2019, respectively. Balance sheet amounts for lease assets and leases liabilities are as follows: December 31, 2020 2019 Assets Operating: $ 1,108 $ 1,050 Finance: 131 — Total assets $ 1,239 $ 1,050 Liabilities: Operating: Current 612 526 Long-term 572 565 Finance: Current 53 — Long-term 79 — Total liabilities $ 1,316 $ 1,091 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, 2020 2019 Finance leases: Weighted-average remaining lease term (years) 2.4 — Weighted-average discount rate 6.0 % — Operating leases: Weighted-average remaining lease term (years) 2.5 2.3 Weighted-average discount rate 6.0 % 6.0 % Maturities of operating leases liabilities are as follows: December 31, 2020 2021 $ 663 2022 311 2023 165 2024 105 2025 37 Thereafter — Total lease payments 1,281 Less: present value discount (97) Total leases $ 1,184 Maturities of finance lease liabilities are as follows: December 31, 2020 2021 $ 58 2022 57 2023 27 2024 — 2025 — Thereafter — Total finance lease payments 142 Less: imputed interest (10) Total leases $ 132 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table presents debt balances at December 31, 2020 and December 31, 2019. December 31, 2020 2019 Convertible promissory note due March 2021 $ — $ 12,476 Short-term note due May 2021 1,000 — Short-term note due November 2021 1,000 — PPP loan 161 — Total debt 2,161 12,476 Less Short-term debt 2,161 — Long-term debt $ — $ 12,476 Convertible promissory note due March 2021 On March 24, 2016, MedAvail and a significant customer and investor entered into a subordinated secured convertible promissory five-year note agreement for $10.0 million. This note was convertible into common shares at the option holder’s request. Additionally, upon a change of control event as defined in the note agreement or upon an Initial Public Offering, or IPO, as defined under the agreement, the option holder could request conversion of the note into Series D preferred stock at $91.02 per share. Interest of 6% was accumulated and repayable on the maturity date at MedAvail’s option. Unpaid interest was added to the outstanding principal. This note, including accrued interest, was repaid in its entirety on November 17, 2020 with proceeds from the offering. Note Offering On May 26, 2020, the Company completed a convertible notes and warrants offering, or 2020 Note and Warrant Purchase Agreement, to certain of its existing investors whereby those investors purchased notes and warrants on a pro rata basis with their existing investments in the Company’s preferred stock. On September 29, 2020, a First Amendment to the 2020 Note and Warrant Purchase Agreement was entered into that extended the maturity date and indicated an aggregate principal amount limit. Cash received for the notes and warrants issued through December 31, 2020, was $12.7 million (including $8.5 million from related parties). The notes accrued interest at a rate of 10%, payable at maturity or upon conversion with a maturity date of June 30, 2021. Financing under this agreement for the three months ended December 31, 2020 totaled $4.5 million. As part of the Merger, principal and interest amounts of $13.1 million were converted to common stock, pursuant to the agreement. See Note 18 for further information. PPP Loan On May 14, 2020, the Company entered into two Promissory Notes with HSBC Bank, which provides 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 has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides 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, MedAvail used the entire PPP Loan amount for qualifying expenses. MedAvail has applied for forgiveness of the loan in accordance with the terms of the CARES Act. During November 2020, MedAvail received notice from HSBC Bank that $0.2 million of the loan was forgiven. Upon forgiveness of the PPP loan, the PPP loan amount is treated as a government grant. MYOS Promissory Note |
PHARMACY OPERATIONS EXPENSES
PHARMACY OPERATIONS EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
PHARMACY OPERATIONS EXPENSES | PHARMACY OPERATIONS EXPENSES Pharmacy operations expenses are as follows: Year Ended December 31, 2020 2019 Pharmacy operations expenses: Wages and salaries $ 4,434 $ 2,239 Depreciation of property, plant and equipment 863 650 Other pharmacy operations expenses 317 158 Amortization of intangible assets 73 941 Total pharmacy operations expenses $ 5,687 $ 3,988 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
GENERAL AND AMINISTRATIVE EXPENSES | GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses are as follows: Year Ended December 31, 2020 2019 General and administrative expenses: Wages and salaries 9,959 8,198 Professional services 2,037 819 Rent and utilities 1,509 1,342 Office and IT supplies 1,243 1,168 Insurance 503 228 Share-based compensation 380 354 Travel and other employee expenses 343 618 Other general and administrative expenses 588 558 Total general and administrative expenses $ 16,562 $ 13,285 |
OTHER LOSS
OTHER LOSS | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
OTHER LOSS | OTHER LOSS Other loss is as follows: Year Ended December 31, 2020 2019 Other expenses: Other expenses $ (428) $ — Total other expenses (428) — Other income: Forgiveness of PPP loan (Note 12) 181 — Other gain 137 — Total other income 318 — Total other loss $ (110) $ — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes in the consolidated statement of operations represents an effective rate different from the US statutory tax rate for the following reasons: Year Ended December 31, 2020 2019 Loss before income taxes $ (26,810) $ (21,533) Income tax recovery at statutory rate (21%) (5,630) (4,522) Increase resulting from: Effect of foreign tax rate (252) (669) Unrecognized deferred tax asset 5,642 4,667 Permanent and other differences 240 524 Provision for income taxes $ — $ — The effects of temporary differences that give rise to future income tax assets and future income tax liabilities have been determined as follows: Year Ended December 31, 2020 2019 Future income tax assets: Non-capital losses $ 31,658 $ 26,078 Un-depreciated capital cost (UCC) 1,868 1,571 Other intangible items 223 23 Total future income tax assets 33,749 27,672 Future income tax liabilities: Unrecognized deferred tax asset (33,749) (27,672) Net future income tax asset $ — $ — The Company has approximately $2.2 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. In the United States, MedAvail has approximately $41.2 million of net operating losses that can also be used to reduce taxable income in future years. These losses will begin to expire in the year 2032. The Internal Revenue Service and Canada Revenue Agency have completed their examination of the Company’s income tax returns through tax year 2014. The Internal Revenue Service and Canada Revenue Agency have substantially completed their examinations of the Company’s income tax returns for the tax years 2015 through 2019. The agencies are currently examining the Company’s 2020 income tax returns. A reconciliation of the beginning and ending amounts of unrecognized deferred tax benefits as of December 31, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Beginning balance $ 27,672 $ 23,101 Additions based on tax positions related to the current year 6,077 4,571 Ending balance $ 33,749 $ 27,672 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Following MYOS Rens Technology Inc.’s, or MYOS, and MedAvail, Inc.’s, or MAI, announcement of the execution of the Agreement and Plan of Merger and Reorganization dated June 30, 2020, or the Merger Agreement, on June 30, 2020, MYOS received separate litigation demands from purported MYOS stockholders on September 16, 2020 and October 20, 2020, respectively seeking certain additional disclosures in the Form S-4 Registration Statement filed with the Securities and Exchange Commission on September 2, 2020, or collectively, the Demands. Thereafter, on September 23, 2020, a complaint regarding the transactions contemplated within the Merger Agreement was filed in the Supreme Court of the State of New York, County of New York, captioned Faasse v. MYOS RENS Technology Inc., et. al., Index No.: 654644/2020 (NY Supreme Ct., NY Cnty., September 23, 2020), or the New York Complaint. On October 12, 2020, a second complaint regarding the transactions was filed in the District Court of Nevada, Clark County Nevada, captioned Vigil v. Mannello, et. al., Case No. A-20-822848-C, or the Nevada Complaint, and together with the New York Complaint, the Complaints, and collectively with the Demands, the Litigation. The Demands and the Complaints that comprise the Litigation generally alleged that the directors of MYOS breached their fiduciary duties by entering into the Merger Agreement, and MYOS and MAI disseminated an incomplete and misleading Form S-4 Registration Statement. The New York Complaint also alleged MAI aided and abetted such breach of fiduciary duties. MYOS and MAI believe that the claims asserted in the Litigation are without merit, and believe that the Form S-4 Registration Statement disclosed all material information concerning the transactions contemplated by the Merger Agreement, or the Merger, and no supplemental disclosure is required under applicable law. However, in order to avoid the risk of the Litigation delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, MYOS determined to voluntarily supplement the Form S-4 Registration Statement as described in the Current Report on Form 8-K on November 2, 2020. Subsequently, the Nevada Complaint and the New York Complaint were voluntarily dismissed. The remainder of the Litigation remains outstanding. MYOS and MedAvail specifically deny all allegations in the Litigation and/or that any additional disclosure was or is required. Purchase Commitments As of December 31, 2020 and 2019, MedAvail did not have any minimum purchase commitments that were material to its consolidated financial statements. Defined Benefit Plans MedAvail has a 401k plan available to employees, but during 2020 and 2019, had no commitment to make contributions to that plan and had no liability recorded related to the plan. Sales Concentration Risk One of MedAvail’s customers accounted for 34% of its sales in 2020, and a disruption of the relationship could have a significant impact on MedAvail. Accounts Receivable Concentration Risk Two of MedAvail’s customers accounted for 23% and 14% of accounts receivable, net in 2020, and a disruption of the relationships could have a significant impact on MedAvail. Vendor Concentration Risk The following table presents MedAvail’s vendor concentration: Year Ended December 31, 2020 2019 Vendor A 26 % 24 % Vendor B 15 % — % Vendor A is a significant inventory supplier and a disruption of the relationship could have a significant impact on MedAvail. Vendor B was a vendor engaged for a one time project during 2020. |
REDEEMABLE PREFERRED STOCK, DEF
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE | REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE Redeemable Preferred Shares Prior to the Merger, the outstanding MAI preferred stock was redeemable at the option of the holder, but not mandatorily redeemable, therefore it was classified as mezzanine equity and was recognized at the fair value as of the date of issuance (the proceeds on the date of issuance). The following table presents changes in preferred shares outstanding for the years ended December 31, 2020 and 2019: Preferred Shares Shares Amount Balance at December 31, 2018 7,479,862 $ 68,533 Issued 3,020,578 24,951 Balance at December 31, 2019 10,500,440 93,484 Issued 102,777 788 Converted to common shares in Merger (10,603,217) (94,272) Balance at December 31, 2020 — $ — MAI had 10,000,000 authorized preferred shares, with a normal or par value of $0.001 per share. Pursuant to the terms of the Series E financing agreement, if a shareholder elected to participate in the financing, they were granted a number of conversion shares that were exchanged into the number of shares of such series of preferred stock equal to the number of shares held by such shareholder immediately prior to the common share conversion. Additionally, Series C, Series D and Series E preferred shares were subject to a full-ratchet anti-dilution adjustment until the earlier of the three-year anniversary of the initial Series E issuance date or the first equity financing at a price greater than the Series E original purchase price, with aggregate gross proceeds of greater than $10.0 million. The final closing of the first tranche of the Series E financing round occurred in June 2018, with additional tranches occurring in March, July and December 2019. The following table presents the amount of preferred shares outstanding by series: December 31, 2020 2019 Preferred shares outstanding: Series A — 1,175,544 Series B — 2,222,886 Series C — 1,634,249 Series D — 502,630 Series E — 4,965,131 Total preferred shares outstanding — 10,500,440 On November 17, 2020, all shares of preferred stock were converted to common shares as follows: Shares Before Conversion Conversion Ratio Common Shares Issued Series A preferred stock 1,175,544 1.0000000000 1,175,544 Series B preferred stock 2,222,886 1.0000000000 2,222,886 Series C preferred stock 1,634,249 1.5405636364 2,517,665 Series D preferred stock 502,630 1.6175909091 813,050 Series E preferred stock 5,067,908 1.0000000000 5,067,910 Total 10,603,217 11,797,055 Voting The holders of the Preferred Stock were entitled to vote, together with the holders of common stock, on certain matters, exclusive of certain protective provisions under the Amended and Restated Certificate of Incorporation, or the Protective Provisions, submitted to stockholders for a vote. Each preferred stockholder was entitled to the number of votes equal to the number of shares of common stock into which each preferred share is convertible at the time of such vote. The holders of the Preferred Stock voted, as a single class on an as converted to common stock basis, separately from the holders of common stock and subject to a 60% affirmative vote, on certain Protective Provisions, including but not limited to: entering into any liquidation event, merger, consolidation or form of reorganization; modifying the rights and privileges of the Preferred Stock so as to adversely affect the Preferred Stock; declaring or paying any dividend; redeeming, repurchasing or otherwise acquiring shares of common stock; amending the Certificate of Incorporation or By-Laws of the Company; increasing the number of authorized shares of Preferred Stock or common stock; and revising the number of members of the of Board of Directors. Dividends The holders of Preferred Stock were entitled to receive dividends, when and if declared by the Board of Directors and out of funds legally available. If a dividend was paid on the common shares, preferred shareholders would have been paid the same per-share dividend amount on an as-if-converted to common basis. Through November 18, 2020 MAI had not declared or paid any dividends. The annual dividend rate by series is as follows: Series A $0.410000 CAD Series B $0.567800 CAD Series C $1.355696 CAD Series D $1.423480 CAD Series E $0.880000 CAD Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of the Preferred Stock, would have received a certain amount per share plus all declared but unpaid dividends, payable in preference and priority to any payments made to the holders of the common stock. The Holders of preferred shares would have been paid in accordance with the following liquidation preference with each series having the right to be paid before the others. Series E, Series D, Series C, Series B, Series A. The amount received per share is as follows: Series A $ 5.1252 CAD Series B $ 7.0970 CAD Series C $ 16.9462 CAD Series D $ 17.7935 CAD Series E $ 11.0000 CAD If preferred shareholders would have received a greater payment had their shares been converted to common shares prior to the liquidation, they would instead receive that greater amount. All remaining assets would have been paid to holders of common shares pro rata based on the number of shares held. Conversion Each share of Preferred Stock was convertible at the option of the holders at any time after the date of issuance into a number of shares of common stock as determined by dividing the conversion rate for that series of preferred shares by the conversion price in effect at the time of conversion, adjustable for certain dilutive events. All preferred shares would have automatically converted into common shares (i) on the closing of an IPO that generates at least $30.0 million CAD (net of underwriting discount and commissions) in proceeds to MAI; or (ii) on the election to do so by holders of at least two-thirds of the then outstanding preferred shares, voting on an as-if-converted to common basis. Common stock issued upon conversion are new shares. Conversion rates are as follows: Series A $ 5.1252 CAD Series B $ 7.0970 CAD Series C $ 11.0000 CAD Series D $ 11.0000 CAD Series E $ 11.0000 CAD Redemption On or after December 19, 2025, on the request of holders of at least 60% of the then outstanding preferred shares, on an as-converted basis, MAI would have redeemed all preferred shares at the original issue price per share plus all accrued and declared but unpaid dividends. Payment would have been in three equal annual installments. The redemption would have been effected in accordance with the liquidation preferences. Common shares MAI has 100,000,000 authorized common shares, with a nominal or par value of $0.001 per share. In connection with the initial closing of the Series E preferred share financing that occurred on December 20, 2017, each series of MAI’s outstanding preferred shares were converted into common shares. MedAvail then effected a 7 to 1 reverse stock split on the common shares. In connection with the Merger transaction described in Note 1, each series of MAI’s outstanding preferred shares were converted into MedAvail common shares as described above. MedAvail then effected a 1.26 to 1 stock split on the common shares. All references in the consolidated financial statements to the number of shares outstanding and stock option data of MedAvail’s common stock have been restated to reflect the effect of the stock splits for all periods presented. Liquidation Rights In the event of any liquidation or dissolution of the Company, the holders of common stock are entitled to the remaining assets of the Company legally available for distribution after the payment of the full liquidation preference for all series of outstanding redeemable convertible preferred stock. 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. Share-based compensation Update for Merger Pursuant to the Merger Agreement, effective as of the Effective Time of the Merger, the Company assumed the 2018 MedAvail Equity Incentive Plan, or the 2018 Plan, and the 2012 MedAvail Stock Option Plan, or the 2012 Plan, assuming all of MedAvail’s rights and obligations with respect to the options issued thereunder. Immediately thereafter, the Company terminated the 2018 Plan. The 2012 Plan was previously modified on the date the 2018 Plan was adopted to no longer permit granting of options under the 2012 Plan. Pursuant to the Merger Agreement, at the Effective Time of the Merger, the Company adopted the 2020 Equity Incentive Plan, or the 2020 Plan, and the 2020 Employee Stock Purchase Plan, or the 2020 ESPP. The 2018 Plan was closed to granting of options upon adoption of the 2020 Plan. 2020 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 is 5,000,000 shares (post-Reverse Stock Split). 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. 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. 2020 ESPP 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 will be 700,000 shares (post-Reverse Stock Split). 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. The 2020 ESPP will terminate in 2040, unless terminated sooner. 2018 Plan In September 2018, MedAvail adopted the 2018 MedAvail Equity Incentive Plan, or the 2018 Plan, which provides for the granting of stock options to service providers of MedAvail, Inc. As part of the adoption of the 2018 Plan, MedAvail 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. 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 at December 31, 2020, there are 8,274 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. The maximum number of shares of MedAvail to be granted under the 2018 plan is 1,972,530. In accordance with the plan, the exercise price of each option is based on the fair value of MedAvail’s common shares on the date of the grant. An option’s term is 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. During 2019, MedAvail granted 429,538 new options to service providers of MedAvail at an exercise price of CA$2.15. The estimated fair value of the options was determined by the Black-Scholes valuation model. During 2020, MedAvail granted 442,830 new options to service providers of MedAvail at an exercise price of CA$2.15. The estimated fair value of the options was determined by the Black-Scholes valuation model. The key input assumptions that were utilized in the valuation of the stock options granted in the periods presented are as follows: December 31, 2020 Low Weighted Average High Total Awards Granted 442,830 Weighted Average Fair Value of Awards $0.72 USD Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $1.34 USD $1.34 USD $1.34 USD Market Price $1.34 USD $1.34 USD $1.34 USD Volatility 60 % 60 % 60 % Risk Free Rate 0.43 % 0.43 % 0.44 % Dividend Yield — % — % — % Expected Life 5.87 5.92 6.02 December 31, 2019 Low Weighted Average High Total Awards Granted 429,538 Weighted Average Fair Value of Awards $0.61 USD Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $1.31 USD $1.31 USD $1.31 USD Market Price $1.31 USD $1.31 USD $1.31 USD Volatility 60 % 60 % 60 % Risk Free Rate 1.50 % 1.50 % 1.50 % Dividend Yield — % — % — % Expected Life 4 4 4 The following table present MedAvail's outstanding awards activity during the year ended December 31, 2020. 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 Outstanding, beginning of period 2,391,401 $ 1.59 USD $ 0.76 USD $ — USD Granted 442,830 $ 1.34 USD $ 0.72 USD $ 4,959,936 USD Exercised/Released (160,090) $ 1.84 USD $ 11.09 USD $ 0.98 USD $ 1,481,566 USD Cancelled/Forfeited (235,121) $ 1.63 USD $ 0.76 USD $ 2,886,236 USD Outstanding, end of period 2,439,020 $ 1.56 USD $ 0.76 USD 8.2 $ 32,894,214 USD Vested and exercisable, end of the period 1,745,376 $ 1.63 USD $ 0.78 USD 7.9 $ 23,427,716 USD Vested and unvested exercisable, end of the period 1,745,376 $ 1.63 USD $ 0.78 USD 7.9 $ 23,427,716 USD Vested and expected to vest, end of the period 2,386,417 $ 1.57 USD $ 0.76 USD 8.2 $ 32,174,927 USD The following table present MedAvail's unvested awards activity during the year ended December 31, 2020. Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested outstanding, beginning of period 712,559 $ 1.44 USD $ 0.68 USD Granted 442,830 $ 1.34 USD $ 0.72 USD Cancelled/Forfeited (18,481) $ 1.54 USD $ 0.76 USD Vested, outstanding shares (443,264) $ 1.44 USD $ 0.72 USD Unvested outstanding, end of period 693,644 $ 1.40 USD $ 0.69 USD 2.5 The following table present MedAvail's outstanding awards activity during the year ended December 31, 2019. 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 Outstanding, beginning of period 2,081,545 $ 1.66 USD $ 0.79 USD $ — USD Granted 429,538 $ 1.31 USD $ 0.61 USD $ — USD Exercised/Released (22,322) $ 1.60 USD $ 1.60 USD $ 0.83 USD $ — USD Cancelled/Forfeited (97,360) $ 1.70 USD $ 0.83 USD $ — USD Outstanding, end of period 2,391,401 $ 1.59 USD $ 0.76 USD 8.8 $ — USD Vested and exercisable, end of the period 1,678,842 $ 1.66 USD $ 0.80 USD 8.6 $ — USD Vested and unvested exercisable, end of the period 1,678,842 $ 1.66 USD $ 0.80 USD 8.6 $ — USD Vested and expected to vest, end of the period 2,327,518 $ 1.60 USD $ 0.76 USD 8.8 $ — USD The following table presents MedAvail's unvested awards activity during the year ended December 31, 2019. Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested Outstanding, beginning of period 574,851 $ 1.61 USD $ 0.77 USD Granted 429,538 $ 1.31 USD $ 0.61 USD Cancelled/Forfeited (40,844) $ 1.69 USD $ 0.82 USD Vested, outstanding shares (250,986) $ 1.57 USD $ 0.76 USD Unvested Outstanding, end of period 712,559 $ 1.44 USD $ 0.68 USD 2.9 The following table presents MedAvail's expense related to share-based compensation: Year Ended December 31, 2020 2019 Share-based compensation $ 380 $ 354 Expense remaining to be recognized for unvested awards as of December 31, 2020 was $0.4 million, which will be recognized on a weighted average basis over the next 3 years. The aggregate fair value of options vested during 2020 and 2019 was $0.3 million and $0.2 million, respectively. MedAvail 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 14 for additional details. Warrants Warrants issued were as follows, including 523,483 warrants issued to the Company’s related parties (investors) with consistent terms: Year Ended December 31, 2020 Issue Date Reason for issuance Amount Term (years) Exercise Price (USD) 2/11/2020 Equity offering 27,427 10 $ 1.57 2/11/2020 Payment for services 309,698 10 $ 0.01 2/19/2020 Payment for services 6,855 10 $ 1.57 5/26/2020 Issuance of promissory note 115,374 0.5 $ 1.57 6/4/2020 Payment for services 16,119 10 $ 1.57 6/9/2020 Issuance of promissory note 1,676 0.5 $ 1.57 6/10/2020 Issuance of promissory note 761 0.5 $ 1.57 6/17/2020 Issuance of promissory note 319 0.5 $ 1.57 6/29/2020 Payment for services 84,911 10 $ 0.01 7/2/2020 Bridge financing 2,285 10 $ 1.57 8/14/2020 Bridge financing 1,524 10 $ 1.57 8/21/2020 Bridge financing 2,285 10 $ 1.57 10/2/2020 Bridge financing 6,857 10 $ 1.57 10/6/2020 Bridge financing 61,331 10 $ 1.57 10/7/2020 Bridge financing 381 10 $ 1.57 11/12/2020 Option cancellation 201,648 8 $ 1.57 11/18/2020 Payment for services 58,518 5 $ 0.01 At the end of the year, MedAvail had outstanding the following warrants: December 31, 2020 December 31, 2019 Warrants Exercise price Term (years) Warrants Exercise price Term (years) Common 571,355 $ 0.01 118,228 $ 0.01 Common 288,352 $ 6.93 288,352 $ 6.93 Common 260,250 $ 1.66 260,250 $ 1.66 Common 557,598 $ 1.57 120,380 $ 1.57 Total 1,677,555 $ 1.97 7.8 787,210 $ 3.33 9.2 Additionally, MedAvail had agreements with a service provider that would require MedAvail to issue additional warrants if that service provider met its obligations and performance milestones under that agreement. MedAvail recorded no liability as of December 31, 2020 and $0.4 million as of December 31, 2019, for the expense related to the expected issuance of the warrants in the future, and adjusted for the changes in fair value of the potential warrants at each reporting period. |
REVENUE AND SEGMENT REPORTING
REVENUE AND SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
REVENUE AND SEGMENT REPORTING | REVENUE AND SEGMENT REPORTING The following table presents the disaggregation of MedAvail's revenue: Year Ended December 31, 2020 2019 Pharmacy and hardware sales: Retail pharmacy revenue 7,728 3,227 Lease revenue 467 158 Hardware 2,401 — Total pharmacy and hardware sales 10,596 3,385 Service sales: Software integration $ 3,168 $ — Software 44 208 Maintenance and support 58 93 Professional services and other 47 75 Installation 55 10 Total service sales 3,372 386 Total revenue $ 13,968 $ 3,771 Operating segments are the individual operations that the 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. MedAvail recognizes retail pharmacy sales 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. Pharmacy Technology Segment The pharmacy technology segment consists of sales and leases 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 for agreements classified as operating leases. In September 2020, the Company and a significant customer agreed that MedAvail had no further obligation to the customer and therefore would have no additional deliverables related to the contract liability balance, of which $4.7 million was outstanding as of December 31, 2019. As such, the Company recognized $4.7 million of revenue related to this contract during 2020. The contract revenue recognized consisted of $1.5 million of hardware sales revenue and $3.2 million of software integration for contract obligations for software programming and hardware development that were in progress but not completed. The following table presents revenue and costs of sales by segment: Retail Pharmacy Services Pharmacy Technology Total Year Ended December 31, 2020 Sales: Retail pharmacy revenue $ 7,728 $ — $ 7,728 Software integration — 3,168 3,168 Hardware — 2,401 2,401 Lease revenue — 467 467 Software — 44 44 Maintenance and support — 58 58 Professional services and other — 47 47 Installation — 55 55 Total sales 7,728 6,240 13,968 Cost of sales 7,744 1,061 8,805 Gross profit $ (16) $ 5,179 $ 5,163 Year Ended December 31, 2019 Sales: Retail pharmacy revenue $ 3,227 $ — $ 3,227 Lease revenue — 158 158 Software — 208 208 Maintenance and support — 93 93 Professional services — 75 75 Installation — 10 10 Total sales 3,227 544 3,771 Cost of sales 2,674 149 2,823 Gross profit $ 553 $ 395 $ 948 For the year ended December 31, 2020, MedAvail had two customers that accounted for 10% or more of segment revenues. The following table presents assets and liabilities by segment: Retail Pharmacy Services Pharmacy Technology Corporate Total December 31, 2020 Assets $ 6,012 $ 5,547 $ 57,772 $ 69,331 Liabilities $ 2,203 $ 3,422 $ 2,639 $ 8,264 December 31, 2019 Assets $ 3,702 $ 9,104 $ 5,197 $ 18,003 Liabilities $ 994 $ 7,174 $ 12,996 $ 21,164 The following table presents long-lived assets, which include property, plant, and equipment and right-of-use-assets as of December 31, 2020 and 2019 by geographic region, based on the physical location of the assets: Year Ended December 31, 2020 2019 Long-lived assets: United States $ 4,533 $ 3,007 Canada $ 501 $ 746 Total long-lived assets $ 5,034 $ 3,753 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Stock-based Compensation Grant On March 22, 2021, the Board of Directors approved stock-based compensation grants to certain employees of the Company. The awards consisted of 157,552 options vesting over four years with an exercise price of $15.15, an expiration of ten years and a fair value per option of $8.38. Additionally, 50,928 restricted stock units “RSUs” were granted with a vesting period of 3 years at a fair value of $15.15 per share. Total expense expected to be recognized over the vesting period of the options and RSUs is $2.1 million. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“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. 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 the unknown future impacts of COVID-19 as of December 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s, intangible and other long-lived assets including operating lease right-of-use assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods. Adjustments may be made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Actual results may differ. The COVID-19 pandemic has severely impacted the economies of the U.S., Canada, and other countries around the world. The impact of COVID-19, the influence of certain holidays, seasonality, foreign currency rates, changes in vendor, payer and customer relationships and terms, strategic transactions including acquisitions, changes in laws and general economic conditions in the markets in which the Company operates and other factors on the Company’s operations and net earnings for any period may not be comparable to the same period in previous years. Certain prior period amounts have been reclassified in operating expenses to conform to current period presentation in the consolidated statements of operations. Fiscal years ended December 31, 2020 and December 31, 2019, respectively, may be referred to as 2020 and 2019. 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., MedAvail, Inc. and On the Spot Rx. Inc. are all subsidiaries of MedAvail. MedAvail has no interests in variable interest entities of which MedAvail is the primary beneficiary. All intercompany balances and transactions have been eliminated. During 2019, MedAvail elected to close down its Canadian pharmacy operations, to focus on growth of the SpotRx Pharmacy business in the US. |
Cash and Cash Equivalents | Cash and Cash Equivalents MedAvail classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. MedAvail 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 MedAvail considers cash to be restricted when withdrawal or general use is legally restricted. MedAvail maintains a balance with the issuer of certain purchasing cards as a guarantee for those cards. Due to the nature of the deposit, the balance is classified as restricted cash. Restricted cash is included in the balance for cash presented in the statements of cash flows. |
Accounts Receivable | Accounts Receivable Accounts receivable are primarily comprised of trade receivables presented net of allowance for doubtful accounts. MedAvail 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, 2020, MedAvail had a balance of $44 thousand in allowance for doubtful accounts. MedAvail had no allowance for doubtful accounts at December 31, 2019. At December 31, 2020, MedAvail had a balance of $0.3 million due from MedAvail’s employees which was included in accounts receivable. MedAvail had no amounts owing from employees as at December 31, 2019 |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets consist primarily of prepaid amounts for insurance, rent and general operating expenses. At December 31, 2020, $1.3 million of the balance of prepaid expenses and other current assets was prepaid insurance. At December 31, 2019 the entire balance was general operating expenses. |
Research and Development | Research and Development Research and development expenses represent costs incurred to develop and innovate on MedAvail’s MedCenter platform technology, including development work on hardware, 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. MedAvail has not performed research and development conducted for others or provided such services to external parties. |
Software | Software Software development costs are accrued and expensed based on ASC 985, which is designed for software costs that MedAvail intends to sell or lease (in conjunction with related hardware). 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, most development costs are capitalized. Once development is complete and the software is made available for release to customers, capitalization no longer is 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, 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 comprehensive loss. |
Government Grants | Government Grants The Company accounts for government grants and loans as debt until it is reasonably assured that all or a portion of the loan will be forgiven, often indicated by a notice received from the government agency in question that the amount has been forgiven. At that time, the amount that is forgiven is converted from debt and recognized as grant income. The Company does not impute interest on government loans if the rate is determined to be below-market due to the scope exemption for government-mandated interest rates. |
Convertible Debt | Convertible Debt The Company accounts for convertible debt and related transactions in accordance with ASC 470-20, Debt with Conversion and Other Options, ASC 815, Derivatives and Hedging, and ASC 480, Distinguishing Liabilities from Equity. The Company evaluates convertible debt instruments and related transactions at inception to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. Convertible debt instruments that may be settled in cash are separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt-to-equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. The difference between the principal amount of the convertible debt instruments and the liability component, inclusive of issuance costs, represents the debt discount, which is amortized to interest expense over the term of instruments. The determination of the discount rate requires certain estimates and assumptions. |
Lease Revenue | Lease RevenueMedAvail provides its MedCenter units to customers on a contract that includes use of the MedCenter, along with a software license and maintenance agreement. Agreements for such leases to date have been determined to be operating leases leases due to short-term nature and cancellation clauses, and have been recorded following lessor guidance for operating leases. The portion of the consideration in the contract related to the MedCenter is considered lease revenue and the MedCenters leased to customers are carried on the Company’s consolidated balance sheets as MedCenter equipment and depreciated. |
MedCenter Revenue Recognition and Pharmacy Revenue Recognition | MedCenter Revenue Recognition MedAvail derives its revenue from the sale of MedPlatform Systems, which include MedCenter prescription dispensing kiosks, and the associated software, hardware, and service components necessary for operation, along with sales of products dispensed by MedCenters, and retail pharmacy sales. Contracts with customers often include promises to transfer multiple products and services. If any of these judgments were to change it could cause a material increase or decrease in the amount of revenue we report in a given period. 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 MedAvail expects to be entitled to receive in exchange for those goods and services. To achieve this core principle, MedAvail 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 there has been approval and commitment from 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, MedAvail has concluded 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. To the extent a contract includes multiple promised goods or services, MedAvail must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer (the goods or services are distinct.) MedAvail must also determine if the promise to transfer the goods or services to the customer is 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. The transaction price is determined based on the consideration that MedAvail will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, MedAvail estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the expected value method. During 2020 and 2019, MedAvail had no contracts that included variable consideration. Determining the transaction price requires judgment. 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 basis. Standalone selling price is determined by the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, MedAvail estimates the standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in the Pharmacy Technology Segment information below. In addition, MedAvail’s contracts with customers generally do not include significant financing components or non-cash consideration. MedPlatform sales agreements generally contain an agreement to provide a MedCenter prescription dispensing kiosk, and often with agreements to provide software, hardware and maintenance services, which are necessary for the operation of the MedCenter, and can only be provided by MedAvail. Management reviews each contract to provide MedPlatform systems to determine if it consists of one or multiple performance obligation. In cases of a single performance obligation, ASC 606 allows revenue to be recognized over time if the customer simultaneously receives and consumes the provided benefits. In each instance, revenue is typically initially recognized when the MedCenter is controlled by the customer. Revenue continues to be recognized going forward in the periods in which the hardware, software and maintenance services are provided to the customer. For any amounts received prior to the fulfillment of the obligation, a contract liability is recorded. As of December 31, 2020 and 2019, the consolidated balance sheets included $0.3 million and $4.8 million, respectively, of contract liability. 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 DIR fees associated with prescription drugs dispensed during the year. DIR fees are calculated by pharmacy benefit managers (PBMs) after the sale is completed. The DIR fees under these arrangements are accounted for as variable consideration, estimated at the time of sale using the most likely amount method, and recognized as a reduction in revenue. The provisions for revenue reserves for such variable consideration recognized within accounts receivable amounted to $0.2 million as of December 31, 2020. Management developed the estimated provisions for revenue reserves based on historical trends adjusted for product mix and PBM mix. |
Inventory | Inventory Inventory for the retail pharmacy services segment consists of pharmaceuticals. Inventories for the retail pharmacy segment are stated 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, MedAvail 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 in the accounts at cost less accumulated depreciation. 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 is recorded from the date each asset is placed into service on a straight-line basis over the estimated useful lives of the property, plant and equipment 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 5 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. |
Goodwill and Other Intangible Assets | Goodwill and Other 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. No development costs have been capitalized to date. 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. MedAvail evaluates the reasonableness of the estimated useful lives of these intangible assets on an annual basis. During the year ended December 31, 2019, MedAvail wrote off the $0.1 million balance for goodwill related to its Canadian operations due to the discontinuance of those operations. |
Leases | Leases MedAvail maintains operating leases primarily for manufacturing facilities, research and development facilities, corporate offices, and certain equipment. Upon adoption of Accounting Standards Codification Topic 842, Leases, or ASC 842, as of January 1, 2019, we derecognized our previously recorded deferred rent balance. 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. We adopted ASC 842 under a modified retrospective method without the recasting of comparative periods’ financial information. MedAvail analyzes new contracts to determine whether they include leased assets; such leases are referred to as embedded leases. When evaluating contracts for embedded leases, MedAvail exercises judgment to determine if there is an explicitly or implicitly identified asset in the contract and if MedAvail controls the use of that asset. MedAvail’s accounting policy deems leases with an initial term of 12 months or less short-term leases. MedAvail recognizes lease expense for short-term lease payments 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 MedAvail’s leases do not include an implicit discount rate, MedAvail uses its incremental borrowing rate to calculate the present value of lease payments. As a practical expedient, MedAvail made an accounting policy election 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, MedAvail includes both lease and non-lease components to calculate the right-of-use asset and related lease liability (if the non-lease components are fixed). See Note 11 “Leases” for our fiscal 2020 disclosures. |
Share-based compensation | Share-based compensation MedAvail has a stock option plan whereby awards are granted to certain employees of MedAvail. The fair value of the stock options granted by MedAvail to employees of MedAvail is recognized as compensation expense on a straight-line basis over the applicable stock option vesting period. MedAvail measures the fair value of the options using the Black-Scholes option pricing model as of the grant date/measurement date. Shares issued upon the exercise of options are new shares. MedAvail estimates forfeitures based on historical experience and expense related to awards is adjusted over the term of the awards to reflect their probability of vesting. All fully vested awards are fully expensed. |
Warrants | Warrants MedAvail has 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. MedAvail measures the fair value of the awards using the Black-Scholes option pricing model as of the grant date/measurement date. Warrants issued on November 12, 2020 to a service provider were valued based on the liability settled with their issuance. Warrants issued are initially recorded at fair value as a reduction to contributed surplus or as an expense if the warrants are issued to pay for services. |
Deferred financing costs | Deferred financing costs Financing 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. Financing costs incurred to issue equity are capitalized and netted against the respective class of shares they were incurred to issue. At December 31, 2020 and 2019, $3.6 million and $0.2 million, respectively, of financing costs incurred to issue equity were included in the consolidated balance sheets. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)”: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Prior to the adoption of ASU 2018-15, we capitalized implementation costs incurred during the application development phase of cloud computing arrangements to plant, property and equipment, net on our consolidated balance sheets and have recognized expense over the useful life of the related asset within depreciation and amortization on our consolidated statements of operations. After the adoption of ASU 2018-15, we capitalize such costs within prepaid expenses and other current assets on our consolidated balance sheets and recognize expenses over the expected contract term within general and administrative expenses or other operating costs on our consolidated statements of operations, consistent with where the expenses associated with the hosting element of the arrangement are presented. MedAvail assessed the impact of the new accounting standard on its consolidated financial statements to facilitate its adoption of the new standard on January 1, 2020. The adoption of ASU 2018-15 did not result in a material change to our consolidated financial statements. 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. MedAvail assessed the impact of the new accounting standard on its consolidated financial statements to facilitate its required adoption of the new standard on January 1, 2021. Management expects no impact on our consolidated financial statements upon adoption. Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU will be effective beginning in the first quarter of our fiscal year 2021. Early adoption is permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. Debt with Conversion and Other Options In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting For Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”). The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. This ASU will be effective beginning in the first quarter of our fiscal year 2021. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements and related disclosures. 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, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment and Useful Lives | Depreciation is recorded from the date each asset is placed into service on a straight-line basis over the estimated useful lives of the property, plant and equipment 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 5 years December 31, 2020 Cost Accumulated Depreciation Net Property, plant and equipment: MedCenter equipment $ 4,622 $ 1,525 $ 3,097 Leasehold improvements 799 605 194 IT equipment 1,999 1,768 231 Office furniture and equipment 329 230 99 Vehicles 54 27 27 General plant and equipment 353 296 57 Work-in-process $ 90 $ — $ 90 Total property, plant and equipment $ 8,246 $ 4,451 $ 3,795 December 31, 2019 Cost Accumulated Depreciation Net Property, plant and equipment: MedCenter equipment $ 3,303 $ 1,139 $ 2,164 Leasehold improvements 666 444 222 IT equipment 2,151 1,975 176 Office furniture and equipment 282 203 79 Vehicles 54 18 36 General plant and equipment 310 284 26 Total property, plant and equipment $ 6,766 $ 4,063 $ 2,703 |
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 Goodwill not amortized The following table presents intangible asset balances: December 31, 2020 2019 Gross intangible assets: Intellectual property $ 3,857 $ 3,857 Website and mobile application 583 583 Software 1,815 1,582 Total intangible assets 6,255 6,022 Accumulated amortization: Intellectual property (3,857) (3,857) Website and mobile application (583) (513) Software (1,588) (1,582) Total accumulated amortization (6,028) (5,952) Total net book value $ 227 $ 70 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: Shares Issuance Date 118,228 May 9, 2018 309,698 February 11, 2020 84,911 June 29, 2020 58,518 November 18, 2020 |
Schedule of Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share. Year Ended December 31, 2020 2019 Net loss - basic and diluted $ (26,810) $ (21,533) Weighted average shares - basic and diluted 5,722,095 1,610,620 Net loss per share - basic and diluted $ (4.69) $ (13.37) |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis were as follows: Fair Value Hierarchy December 31, 2020 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 57,936 $ 57,936 $ — $ — Restricted cash 60 60 — — Total assets 57,996 57,996 — — Fair Value Hierarchy December 31, 2019 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 8,791 $ 8,791 $ — $ — Restricted cash 58 58 — — Total assets 8,849 8,849 — — Liabilities to issue warrant $ 448 $ — $ — $ 448 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table presents details of accounts payable and accrued liabilities: December 31, 2020 2019 Accounts payable and accrued liabilities: Payroll $ 2,760 $ 1,432 Legal expense accruals 91 119 Trade accounts payable 1,339 409 Other accrued liabilities 322 385 Total accounts payable and accrued liabilities $ 4,512 $ 2,345 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table presents detail of inventory balances: December 31, 2020 2019 Inventory: Raw materials $ 325 $ 344 MedCenters 1,655 3,739 Pharmacy 837 511 Total inventory $ 2,817 $ 4,594 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment and Useful Lives | Depreciation is recorded from the date each asset is placed into service on a straight-line basis over the estimated useful lives of the property, plant and equipment 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 5 years December 31, 2020 Cost Accumulated Depreciation Net Property, plant and equipment: MedCenter equipment $ 4,622 $ 1,525 $ 3,097 Leasehold improvements 799 605 194 IT equipment 1,999 1,768 231 Office furniture and equipment 329 230 99 Vehicles 54 27 27 General plant and equipment 353 296 57 Work-in-process $ 90 $ — $ 90 Total property, plant and equipment $ 8,246 $ 4,451 $ 3,795 December 31, 2019 Cost Accumulated Depreciation Net Property, plant and equipment: MedCenter equipment $ 3,303 $ 1,139 $ 2,164 Leasehold improvements 666 444 222 IT equipment 2,151 1,975 176 Office furniture and equipment 282 203 79 Vehicles 54 18 36 General plant and equipment 310 284 26 Total property, plant and equipment $ 6,766 $ 4,063 $ 2,703 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of lease assets and liabilities | Balance sheet amounts for lease assets and leases liabilities are as follows: December 31, 2020 2019 Assets Operating: $ 1,108 $ 1,050 Finance: 131 — Total assets $ 1,239 $ 1,050 Liabilities: Operating: Current 612 526 Long-term 572 565 Finance: Current 53 — Long-term 79 — Total liabilities $ 1,316 $ 1,091 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, 2020 2019 Finance leases: Weighted-average remaining lease term (years) 2.4 — Weighted-average discount rate 6.0 % — Operating leases: Weighted-average remaining lease term (years) 2.5 2.3 Weighted-average discount rate 6.0 % 6.0 % |
Schedule of maturities of operating lease liabilities | Maturities of operating leases liabilities are as follows: December 31, 2020 2021 $ 663 2022 311 2023 165 2024 105 2025 37 Thereafter — Total lease payments 1,281 Less: present value discount (97) Total leases $ 1,184 |
Schedule of maturities of finance lease liabilities | Maturities of finance lease liabilities are as follows: December 31, 2020 2021 $ 58 2022 57 2023 27 2024 — 2025 — Thereafter — Total finance lease payments 142 Less: imputed interest (10) Total leases $ 132 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents debt balances at December 31, 2020 and December 31, 2019. December 31, 2020 2019 Convertible promissory note due March 2021 $ — $ 12,476 Short-term note due May 2021 1,000 — Short-term note due November 2021 1,000 — PPP loan 161 — Total debt 2,161 12,476 Less Short-term debt 2,161 — Long-term debt $ — $ 12,476 |
PHARMACY OPERATIONS EXPENSES (T
PHARMACY OPERATIONS EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule Of Pharmacy Operations Expense | Pharmacy operations expenses are as follows: Year Ended December 31, 2020 2019 Pharmacy operations expenses: Wages and salaries $ 4,434 $ 2,239 Depreciation of property, plant and equipment 863 650 Other pharmacy operations expenses 317 158 Amortization of intangible assets 73 941 Total pharmacy operations expenses $ 5,687 $ 3,988 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule Of Selling, General, and Administrative Expense By Component | General and administrative expenses are as follows: Year Ended December 31, 2020 2019 General and administrative expenses: Wages and salaries 9,959 8,198 Professional services 2,037 819 Rent and utilities 1,509 1,342 Office and IT supplies 1,243 1,168 Insurance 503 228 Share-based compensation 380 354 Travel and other employee expenses 343 618 Other general and administrative expenses 588 558 Total general and administrative expenses $ 16,562 $ 13,285 |
OTHER LOSS (Tables)
OTHER LOSS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Loss | Other loss is as follows: Year Ended December 31, 2020 2019 Other expenses: Other expenses $ (428) $ — Total other expenses (428) — Other income: Forgiveness of PPP loan (Note 12) 181 — Other gain 137 — Total other income 318 — Total other loss $ (110) $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Reconciliation | The provision for income taxes in the consolidated statement of operations represents an effective rate different from the US statutory tax rate for the following reasons: Year Ended December 31, 2020 2019 Loss before income taxes $ (26,810) $ (21,533) Income tax recovery at statutory rate (21%) (5,630) (4,522) Increase resulting from: Effect of foreign tax rate (252) (669) Unrecognized deferred tax asset 5,642 4,667 Permanent and other differences 240 524 Provision for income taxes $ — $ — |
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: Year Ended December 31, 2020 2019 Future income tax assets: Non-capital losses $ 31,658 $ 26,078 Un-depreciated capital cost (UCC) 1,868 1,571 Other intangible items 223 23 Total future income tax assets 33,749 27,672 Future income tax liabilities: Unrecognized deferred tax asset (33,749) (27,672) Net future income tax asset $ — $ — |
Unrecognized Deferred Tax Assets Rollforward | A reconciliation of the beginning and ending amounts of unrecognized deferred tax benefits as of December 31, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Beginning balance $ 27,672 $ 23,101 Additions based on tax positions related to the current year 6,077 4,571 Ending balance $ 33,749 $ 27,672 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table presents MedAvail’s vendor concentration: Year Ended December 31, 2020 2019 Vendor A 26 % 24 % Vendor B 15 % — % |
REDEEMABLE PREFERRED STOCK, D_2
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Preferred Shares | The following table presents changes in preferred shares outstanding for the years ended December 31, 2020 and 2019: Preferred Shares Shares Amount Balance at December 31, 2018 7,479,862 $ 68,533 Issued 3,020,578 24,951 Balance at December 31, 2019 10,500,440 93,484 Issued 102,777 788 Converted to common shares in Merger (10,603,217) (94,272) Balance at December 31, 2020 — $ — The following table presents the amount of preferred shares outstanding by series: December 31, 2020 2019 Preferred shares outstanding: Series A — 1,175,544 Series B — 2,222,886 Series C — 1,634,249 Series D — 502,630 Series E — 4,965,131 Total preferred shares outstanding — 10,500,440 |
Schedule of Stock Conversion | On November 17, 2020, all shares of preferred stock were converted to common shares as follows: Shares Before Conversion Conversion Ratio Common Shares Issued Series A preferred stock 1,175,544 1.0000000000 1,175,544 Series B preferred stock 2,222,886 1.0000000000 2,222,886 Series C preferred stock 1,634,249 1.5405636364 2,517,665 Series D preferred stock 502,630 1.6175909091 813,050 Series E preferred stock 5,067,908 1.0000000000 5,067,910 Total 10,603,217 11,797,055 |
Schedule Of Dividend Rights By Class Of Stock | The annual dividend rate by series is as follows: Series A $0.410000 CAD Series B $0.567800 CAD Series C $1.355696 CAD Series D $1.423480 CAD Series E $0.880000 CAD |
Schedule Of Temporary Equity Liquidation Rights | The amount received per share is as follows: Series A $ 5.1252 CAD Series B $ 7.0970 CAD Series C $ 16.9462 CAD Series D $ 17.7935 CAD Series E $ 11.0000 CAD |
Schedule Of Temporary Equity Conversion Rates | Conversion rates are as follows: Series A $ 5.1252 CAD Series B $ 7.0970 CAD Series C $ 11.0000 CAD Series D $ 11.0000 CAD Series E $ 11.0000 CAD |
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, 2020 Low Weighted Average High Total Awards Granted 442,830 Weighted Average Fair Value of Awards $0.72 USD Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $1.34 USD $1.34 USD $1.34 USD Market Price $1.34 USD $1.34 USD $1.34 USD Volatility 60 % 60 % 60 % Risk Free Rate 0.43 % 0.43 % 0.44 % Dividend Yield — % — % — % Expected Life 5.87 5.92 6.02 December 31, 2019 Low Weighted Average High Total Awards Granted 429,538 Weighted Average Fair Value of Awards $0.61 USD Unvested Forfeiture Rate 6.00 % 6.00 % 6.00 % Grant Price $1.31 USD $1.31 USD $1.31 USD Market Price $1.31 USD $1.31 USD $1.31 USD Volatility 60 % 60 % 60 % Risk Free Rate 1.50 % 1.50 % 1.50 % Dividend Yield — % — % — % Expected Life 4 4 4 |
Schedule of Outstanding Awards Activity | The following table present MedAvail's outstanding awards activity during the year ended December 31, 2020. 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 Outstanding, beginning of period 2,391,401 $ 1.59 USD $ 0.76 USD $ — USD Granted 442,830 $ 1.34 USD $ 0.72 USD $ 4,959,936 USD Exercised/Released (160,090) $ 1.84 USD $ 11.09 USD $ 0.98 USD $ 1,481,566 USD Cancelled/Forfeited (235,121) $ 1.63 USD $ 0.76 USD $ 2,886,236 USD Outstanding, end of period 2,439,020 $ 1.56 USD $ 0.76 USD 8.2 $ 32,894,214 USD Vested and exercisable, end of the period 1,745,376 $ 1.63 USD $ 0.78 USD 7.9 $ 23,427,716 USD Vested and unvested exercisable, end of the period 1,745,376 $ 1.63 USD $ 0.78 USD 7.9 $ 23,427,716 USD Vested and expected to vest, end of the period 2,386,417 $ 1.57 USD $ 0.76 USD 8.2 $ 32,174,927 USD 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 Outstanding, beginning of period 2,081,545 $ 1.66 USD $ 0.79 USD $ — USD Granted 429,538 $ 1.31 USD $ 0.61 USD $ — USD Exercised/Released (22,322) $ 1.60 USD $ 1.60 USD $ 0.83 USD $ — USD Cancelled/Forfeited (97,360) $ 1.70 USD $ 0.83 USD $ — USD Outstanding, end of period 2,391,401 $ 1.59 USD $ 0.76 USD 8.8 $ — USD Vested and exercisable, end of the period 1,678,842 $ 1.66 USD $ 0.80 USD 8.6 $ — USD Vested and unvested exercisable, end of the period 1,678,842 $ 1.66 USD $ 0.80 USD 8.6 $ — USD Vested and expected to vest, end of the period 2,327,518 $ 1.60 USD $ 0.76 USD 8.8 $ — USD |
Schedule of Nonvested Share Activity | The following table present MedAvail's unvested awards activity during the year ended December 31, 2020. Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested outstanding, beginning of period 712,559 $ 1.44 USD $ 0.68 USD Granted 442,830 $ 1.34 USD $ 0.72 USD Cancelled/Forfeited (18,481) $ 1.54 USD $ 0.76 USD Vested, outstanding shares (443,264) $ 1.44 USD $ 0.72 USD Unvested outstanding, end of period 693,644 $ 1.40 USD $ 0.69 USD 2.5 The following table presents MedAvail's unvested awards activity during the year ended December 31, 2019. Number of Awards Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Amortization Period (Years) Unvested Outstanding, beginning of period 574,851 $ 1.61 USD $ 0.77 USD Granted 429,538 $ 1.31 USD $ 0.61 USD Cancelled/Forfeited (40,844) $ 1.69 USD $ 0.82 USD Vested, outstanding shares (250,986) $ 1.57 USD $ 0.76 USD Unvested Outstanding, end of period 712,559 $ 1.44 USD $ 0.68 USD 2.9 |
Schedule of MedAvail Share-based Compensation Expense | The following table presents MedAvail's expense related to share-based compensation: Year Ended December 31, 2020 2019 Share-based compensation $ 380 $ 354 |
Schedule of Warrants Issued | Warrants issued were as follows, including 523,483 warrants issued to the Company’s related parties (investors) with consistent terms: Year Ended December 31, 2020 Issue Date Reason for issuance Amount Term (years) Exercise Price (USD) 2/11/2020 Equity offering 27,427 10 $ 1.57 2/11/2020 Payment for services 309,698 10 $ 0.01 2/19/2020 Payment for services 6,855 10 $ 1.57 5/26/2020 Issuance of promissory note 115,374 0.5 $ 1.57 6/4/2020 Payment for services 16,119 10 $ 1.57 6/9/2020 Issuance of promissory note 1,676 0.5 $ 1.57 6/10/2020 Issuance of promissory note 761 0.5 $ 1.57 6/17/2020 Issuance of promissory note 319 0.5 $ 1.57 6/29/2020 Payment for services 84,911 10 $ 0.01 7/2/2020 Bridge financing 2,285 10 $ 1.57 8/14/2020 Bridge financing 1,524 10 $ 1.57 8/21/2020 Bridge financing 2,285 10 $ 1.57 10/2/2020 Bridge financing 6,857 10 $ 1.57 10/6/2020 Bridge financing 61,331 10 $ 1.57 10/7/2020 Bridge financing 381 10 $ 1.57 11/12/2020 Option cancellation 201,648 8 $ 1.57 11/18/2020 Payment for services 58,518 5 $ 0.01 December 31, 2020 December 31, 2019 Warrants Exercise price Term (years) Warrants Exercise price Term (years) Common 571,355 $ 0.01 118,228 $ 0.01 Common 288,352 $ 6.93 288,352 $ 6.93 Common 260,250 $ 1.66 260,250 $ 1.66 Common 557,598 $ 1.57 120,380 $ 1.57 Total 1,677,555 $ 1.97 7.8 787,210 $ 3.33 9.2 |
REVENUE AND SEGMENT REPORTING (
REVENUE AND SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Disaggregation of MedAvail Revenue | The following table presents the disaggregation of MedAvail's revenue: Year Ended December 31, 2020 2019 Pharmacy and hardware sales: Retail pharmacy revenue 7,728 3,227 Lease revenue 467 158 Hardware 2,401 — Total pharmacy and hardware sales 10,596 3,385 Service sales: Software integration $ 3,168 $ — Software 44 208 Maintenance and support 58 93 Professional services and other 47 75 Installation 55 10 Total service sales 3,372 386 Total revenue $ 13,968 $ 3,771 |
Schedule of Revenue and Costs of Sales by Segment | The following table presents revenue and costs of sales by segment: Retail Pharmacy Services Pharmacy Technology Total Year Ended December 31, 2020 Sales: Retail pharmacy revenue $ 7,728 $ — $ 7,728 Software integration — 3,168 3,168 Hardware — 2,401 2,401 Lease revenue — 467 467 Software — 44 44 Maintenance and support — 58 58 Professional services and other — 47 47 Installation — 55 55 Total sales 7,728 6,240 13,968 Cost of sales 7,744 1,061 8,805 Gross profit $ (16) $ 5,179 $ 5,163 Year Ended December 31, 2019 Sales: Retail pharmacy revenue $ 3,227 $ — $ 3,227 Lease revenue — 158 158 Software — 208 208 Maintenance and support — 93 93 Professional services — 75 75 Installation — 10 10 Total sales 3,227 544 3,771 Cost of sales 2,674 149 2,823 Gross profit $ 553 $ 395 $ 948 |
Schedule of Assets and Liabilities by Segment | The following table presents assets and liabilities by segment: Retail Pharmacy Services Pharmacy Technology Corporate Total December 31, 2020 Assets $ 6,012 $ 5,547 $ 57,772 $ 69,331 Liabilities $ 2,203 $ 3,422 $ 2,639 $ 8,264 December 31, 2019 Assets $ 3,702 $ 9,104 $ 5,197 $ 18,003 Liabilities $ 994 $ 7,174 $ 12,996 $ 21,164 The following table presents long-lived assets, which include property, plant, and equipment and right-of-use-assets as of December 31, 2020 and 2019 by geographic region, based on the physical location of the assets: Year Ended December 31, 2020 2019 Long-lived assets: United States $ 4,533 $ 3,007 Canada $ 501 $ 746 Total long-lived assets $ 5,034 $ 3,753 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) - USD ($) $ in Thousands | Nov. 17, 2020 | Jun. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Issuance of common shares in private placement | $ 83,900 | $ 83,900 | $ 0 | |
Repayment of debt | $ 14,134 | $ 0 | ||
MYOS RENS | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Cash payment for Merger | $ 2,000 | |||
Promissory note issued for Merger | 3,000 | |||
MYOS Promissory Note | Loans Payable | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Repayment of debt | $ 1,000 | |||
MYOS RENS | Former MedAvail Security Holders | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Merger agreement, percentage of ownership after transaction | 96.80% | |||
MYOS RENS | Former Shareholders of MYOS | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Merger agreement, percentage of ownership before transaction | 3.20% |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) $ in Thousands | Jun. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Total liabilities | $ 8,264 | $ 21,164 | |
Issuance of common shares in private placement | $ 83,900 | $ 83,900 | $ 0 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Nov. 17, 2020 | Dec. 20, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Stock split, conversion ratio | 1.26 | 0.1429 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | ||
Allowance for doubtful accounts | $ 44,000 | $ 0 |
Prepaid insurance | $ 1,300,000 | |
Foreign currency exchange rate | 0.7854 | 0.7525 |
Lease revenue | $ 500,000 | $ 300,000 |
Contract liability | 275,000 | 4,804,000 |
Provision for DIR fees | 200,000 | |
Deferred offering costs | 3,600,000 | 200,000 |
Employees | ||
Related Party Transaction [Line Items] | ||
Related party accounts receivable | $ 300,000 | $ 0 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property Plant and Equipment, Useful Life (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 | 5 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets Useful Life (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Intangible Asset Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | $ 6,255 | $ 6,022 |
Accumulated amortization | (6,028) | (5,952) |
Total net book value | 227 | 70 |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 3,857 | 3,857 |
Accumulated amortization | (3,857) | (3,857) |
Website and mobile application | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 583 | 583 |
Accumulated amortization | (583) | (513) |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 1,815 | 1,582 |
Accumulated amortization | $ (1,588) | $ (1,582) |
EARNINGS (LOSS) PER SHARE - War
EARNINGS (LOSS) PER SHARE - Warrants Included in Earnings per Share (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Warrants Issued May 9, 2018 | |
Common | |
Warrants (in shares) | 118,228 |
Warrants Issued February 11, 2020 | |
Common | |
Warrants (in shares) | 309,698 |
Warrants Issued June 29, 2020 | |
Common | |
Warrants (in shares) | 84,911 |
Warrants Issued November 18, 2020 | |
Common | |
Warrants (in shares) | 58,518 |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) shares in Millions | Nov. 17, 2020 | Dec. 20, 2017 | Dec. 31, 2020shares | Dec. 31, 2019shares |
Common | ||||
Stock split, conversion ratio | 1.26 | 0.1429 | ||
Weighted Average | ||||
Common | ||||
Potentially dilutive option awards excluded from earnings per share calculation (in shares) | 2.6 | 2 |
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, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss - basic and diluted | $ (26,810) | $ (21,533) |
Weighted average shares outstanding - basic (in shares) | 5,722,095 | 1,610,620 |
Weighted average shares outstanding - diluted (in shares) | 5,722,095 | 1,610,620 |
Net loss per share - basic (in USD per share) | $ (4.69) | $ (13.37) |
Net loss per share - diluted (in USD per share) | $ (4.69) | $ (13.37) |
FAIR VALUE MEASUREMENTS AND F_3
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 57,936 | $ 8,791 |
Restricted cash | 60 | 58 |
Total assets | 57,996 | 8,849 |
Liabilities to issue warrant | 448 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 57,936 | 8,791 |
Restricted cash | 60 | 58 |
Total assets | 57,996 | 8,849 |
Liabilities to issue warrant | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total assets | 0 | 0 |
Liabilities to issue warrant | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total assets | $ 0 | 0 |
Liabilities to issue warrant | $ 448 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Payroll | $ 2,760 | $ 1,432 |
Legal expense accruals | 91 | 119 |
Trade accounts payable | 1,339 | 409 |
Other accrued liabilities | 322 | 385 |
Total accounts payable and accrued liabilities | $ 4,512 | $ 2,345 |
INVENTORY - Schedule of Invento
INVENTORY - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 325 | $ 344 |
MedCenters | 1,655 | 3,739 |
Pharmacy | 837 | 511 |
Total inventory | $ 2,817 | $ 4,594 |
INVENTORY - Narrative (Details)
INVENTORY - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory [Line Items] | ||
Inventory obsolescence reserve | $ 0.2 | |
Pharmacy | ||
Inventory [Line Items] | ||
Inventory recognized as cost of sales | 7.3 | |
Hardware | ||
Inventory [Line Items] | ||
Inventory recognized as cost of sales | $ 0.4 | |
Pharmacy and hardware sales | ||
Inventory [Line Items] | ||
Inventory recognized as cost of sales | $ 2.6 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 8,246 | $ 6,766 |
Accumulated Depreciation | 4,451 | 4,063 |
Net | 3,795 | 2,703 |
MedCenter equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 4,622 | 3,303 |
Accumulated Depreciation | 1,525 | 1,139 |
Net | 3,097 | 2,164 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 799 | 666 |
Accumulated Depreciation | 605 | 444 |
Net | 194 | 222 |
IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,999 | 2,151 |
Accumulated Depreciation | 1,768 | 1,975 |
Net | 231 | 176 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 329 | 282 |
Accumulated Depreciation | 230 | 203 |
Net | 99 | 79 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 54 | 54 |
Accumulated Depreciation | 27 | 18 |
Net | 27 | 36 |
General plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 353 | 310 |
Accumulated Depreciation | 296 | 284 |
Net | 57 | $ 26 |
Work-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 90 | |
Accumulated Depreciation | 0 | |
Net | $ 90 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Transfer from inventory to property, plant and equipment | $ 1,500 | $ 1,600 |
Property, plant and equipment, net | 3,795 | 2,703 |
Accumulated depreciation | 4,451 | 4,063 |
Depreciation of property, plant, and equipment | 1,016 | 701 |
Depreciation included in cost of sales | 200 | 100 |
Assets Leased to Others | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 700 | 400 |
Accumulated depreciation | $ 300 | $ 100 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)lease | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, optional renewal term | 2 years | |
Operating lease, expense | $ 800 | $ 700 |
Number of operating leases impaired | lease | 2 | |
Impairment of lease asset | $ 0 | $ 41 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, average remaining lease term | 2 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, average remaining lease term | 3 years |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Assets | Assets | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Assets | Assets | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of lease obligations (Note 11) | Current portion of lease obligations (Note 11) | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term portion of lease obligations (Note 11) | Long-term portion of lease obligations (Note 11) | |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Total liabilities | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of lease obligations (Note 11) | Current portion of lease obligations (Note 11) | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term portion of lease obligations (Note 11) | Long-term portion of lease obligations (Note 11) | |
Assets | |||
Operating: | $ 1,108 | $ 1,050 | |
Finance: | 131 | 0 | |
Assets | 1,239 | 1,050 | |
Operating: | |||
Current | 612 | 526 | |
Long-term | 572 | 565 | |
Finance: | |||
Current | 53 | 0 | |
Long-term | 79 | 0 | |
Total liabilities | $ 1,316 | $ 1,091 |
LEASES - Additional Lease Infor
LEASES - Additional Lease Information (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Finance leases: | ||
Weighted-average remaining lease term (years) | 2 years 4 months 24 days | 0 years |
Weighted-average discount rate | 6.00% | 0.00% |
Operating leases: | ||
Weighted-average remaining lease term (years) | 2 years 6 months | 2 years 3 months 18 days |
Weighted-average discount rate | 6.00% | 6.00% |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liability, Maturities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 663 |
2022 | 311 |
2023 | 165 |
2024 | 105 |
2025 | 37 |
Thereafter | 0 |
Total lease payments | 1,281 |
Less: present value discount | (97) |
Total leases | $ 1,184 |
LEASES - Finance Lease Liabilit
LEASES - Finance Lease Liability, Maturities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 58 |
2022 | 57 |
2023 | 27 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total finance lease payments | 142 |
Less: imputed interest | (10) |
Total leases | $ 132 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt | $ 2,161 | $ 12,476 |
Less Short-term debt | 2,161 | 0 |
Long-term debt | 0 | 12,476 |
Convertible promissory note due March 2021 | Convertible Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Debt | 0 | 12,476 |
Short-term note due May 2021 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt | 1,000 | 0 |
Short-term note due November 2021 | Other Payables | ||
Debt Instrument [Line Items] | ||
Debt | 1,000 | 0 |
PPP loan | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
Debt | $ 161 | $ 0 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Nov. 17, 2020USD ($) | Nov. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 26, 2020 | May 14, 2020USD ($)debtInstrument | Mar. 24, 2016USD ($)$ / shares |
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of notes and warrants | $ 12,700,000 | ||||||||
Proceeds from issuance of notes and warrants, related party | 8,500,000 | ||||||||
Proceeds from debt | $ 12,994,000 | $ 0 | |||||||
Repayment of debt | 14,134,000 | $ 0 | |||||||
Convertible promissory note due March 2021 | Convertible Subordinated Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Principal amount | $ 10,000,000 | ||||||||
Convertible debt instrument, conversion price (in dollars per share) | $ / shares | $ 91.02 | ||||||||
Debt instrument, interest rate | 6.00% | ||||||||
Short-term note due May 2021 | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 10.00% | ||||||||
Proceeds from debt | $ 4,500,000 | ||||||||
Principal and interest converted to common stock | $ 13,100,000 | ||||||||
PPP loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, decrease, forgiveness | $ 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 | ||||||||
Debt balance | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||
MYOS Promissory Note | Other Payables | Tranche 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt balance due, term | 6 months | ||||||||
MYOS Promissory Note | Other Payables | Tranche 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt balance due, term | 1 year |
PHARMACY OPERATIONS EXPENSES (D
PHARMACY OPERATIONS EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Wages and salaries | $ 4,434 | $ 2,239 |
Depreciation of property, plant and equipment | 863 | 650 |
Other pharmacy operations expenses | 317 | 158 |
Amortization of intangible assets | 73 | 941 |
Total pharmacy operations expenses | $ 5,687 | $ 3,988 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Wages and salaries | $ 9,959 | $ 8,198 |
Professional services | 2,037 | 819 |
Rent and utilities | 1,509 | 1,342 |
Office and IT supplies | 1,243 | 1,168 |
Insurance | 503 | 228 |
Share-based compensation | 380 | 354 |
Travel and other employee expenses | 343 | 618 |
Other general and administrative expenses | 588 | 558 |
Total general and administrative expenses | $ 16,562 | $ 13,285 |
OTHER LOSS (Details)
OTHER LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other expenses: | ||
Other expenses | $ (428) | $ 0 |
Total other expenses | (428) | 0 |
Other income: | ||
Forgiveness of PPP loan (Note 12) | 181 | 0 |
Other gain | 137 | 0 |
Total other income | 318 | 0 |
Total other loss | $ (110) | $ 0 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (26,810) | $ (21,533) |
Income tax recovery at statutory rate (21%) | (5,630) | (4,522) |
Increase resulting from: | ||
Effect of foreign tax rate | (252) | (669) |
Unrecognized deferred tax asset | 5,642 | 4,667 |
Permanent and other differences | 240 | 524 |
Provision for income taxes | $ 0 | $ 0 |
INCOME TAXES - Future Income Ta
INCOME TAXES - Future Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Future income tax assets: | |||
Non-capital losses | $ 31,658 | $ 26,078 | |
Un-depreciated capital cost (UCC) | 1,868 | 1,571 | |
Other intangible items | 223 | 23 | |
Total future income tax assets | 33,749 | 27,672 | |
Future income tax liabilities: | |||
Unrecognized deferred tax asset | (33,749) | (27,672) | $ (23,101) |
Net future income tax asset | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | Dec. 31, 2020USD ($) |
Foreign Tax Authority | Canada Revenue Agency | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 2.2 |
Domestic Tax Authority | Internal Revenue Service (IRS) | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 41.2 |
INCOME TAXES - Rollforward of D
INCOME TAXES - Rollforward of Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | ||
Beginning balance | $ 27,672 | $ 23,101 |
Additions based on tax positions related to the current year | 6,077 | 4,571 |
Ending balance | $ 33,749 | $ 27,672 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer Concentration Risk | Revenue | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 34.00% | |
Customer Concentration Risk | Accounts Receivable | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 23.00% | |
Customer Concentration Risk | Accounts Receivable | Customer Two | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14.00% | |
Supplier Concentration Risk | Inventories | Vendor A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 26.00% | 24.00% |
Supplier Concentration Risk | Inventories | Vendor B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% | 0.00% |
REDEEMABLE PREFERRED STOCK, D_3
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Preferred Stock Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Temporary equity beginning balance (in shares) | 10,500,440 | 7,479,862 |
Temporary equity beginning balance | $ 93,484 | $ 68,533 |
Issued (in shares) | 102,777 | 3,020,578 |
Issued | $ 788 | $ 24,951 |
Converted to common shares in Merger (in shares) | (10,603,217) | |
Converted to common shares in Merger | $ (94,272) | |
Temporary equity ending balance (in shares) | 0 | 10,500,440 |
Temporary equity ending balance | $ 0 | $ 93,484 |
REDEEMABLE PREFERRED STOCK, D_4
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Redeemable Preferred Stock, Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)shares | Dec. 31, 2019CAD ($)installmentshares | |
Common | ||
Redeemable preferred shares, authorized (in shares) | shares | 10,000,000 | 14,539,330 |
Preferred stock par value (in USD per share) | $ 0.001 | |
Preferred stock IPO conversion feature | $ 30 | |
Preferred stock, voting threshold for conversion | 66.67% | |
Preferred stock affirmative vote threshold | 60.00% | |
Preferred stock, redemption payment, number of annual installments | installment | 3 | |
Series C | ||
Common | ||
Preferred stock full-ratchet adjustment term (in years) | 3 years | |
Preferred stock aggregate gross proceeds | $ 10,000,000 | |
Series D | ||
Common | ||
Preferred stock full-ratchet adjustment term (in years) | 3 years | |
Preferred stock aggregate gross proceeds | $ 10,000,000 | |
Series E | ||
Common | ||
Preferred stock full-ratchet adjustment term (in years) | 3 years | |
Preferred stock aggregate gross proceeds | $ 10,000,000 |
REDEEMABLE PREFERRED STOCK, D_5
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Preferred Shares Outstanding by Class (Details) - shares | Dec. 31, 2020 | Nov. 16, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common | ||||
Redeemable preferred shares, outstanding (in shares) | 0 | 10,603,217 | 10,500,440 | 7,479,862 |
Series A | ||||
Common | ||||
Redeemable preferred shares, outstanding (in shares) | 0 | 1,175,544 | 1,175,544 | |
Series B | ||||
Common | ||||
Redeemable preferred shares, outstanding (in shares) | 0 | 2,222,886 | 2,222,886 | |
Series C | ||||
Common | ||||
Redeemable preferred shares, outstanding (in shares) | 0 | 1,634,249 | 1,634,249 | |
Series D | ||||
Common | ||||
Redeemable preferred shares, outstanding (in shares) | 0 | 502,630 | 502,630 | |
Series E | ||||
Common | ||||
Redeemable preferred shares, outstanding (in shares) | 0 | 5,067,908 | 4,965,131 |
REDEEMABLE PREFERRED STOCK, D_6
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Schedule of Stock Conversion (Details) | Nov. 17, 2020shares | Dec. 31, 2020shares | Nov. 16, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Class of Stock [Line Items] | |||||
Redeemable preferred shares, outstanding (in shares) | 0 | 10,603,217 | 10,500,440 | 7,479,862 | |
Common shares issued through conversion of preferred shares (in shares) | 11,797,055 | ||||
Series A | |||||
Class of Stock [Line Items] | |||||
Redeemable preferred shares, outstanding (in shares) | 0 | 1,175,544 | 1,175,544 | ||
Preferred stock conversion ratio | 1 | ||||
Common shares issued through conversion of preferred shares (in shares) | 1,175,544 | ||||
Series B | |||||
Class of Stock [Line Items] | |||||
Redeemable preferred shares, outstanding (in shares) | 0 | 2,222,886 | 2,222,886 | ||
Preferred stock conversion ratio | 1 | ||||
Common shares issued through conversion of preferred shares (in shares) | 2,222,886 | ||||
Series C | |||||
Class of Stock [Line Items] | |||||
Redeemable preferred shares, outstanding (in shares) | 0 | 1,634,249 | 1,634,249 | ||
Preferred stock conversion ratio | 1.5405636364 | ||||
Common shares issued through conversion of preferred shares (in shares) | 2,517,665 | ||||
Series D | |||||
Class of Stock [Line Items] | |||||
Redeemable preferred shares, outstanding (in shares) | 0 | 502,630 | 502,630 | ||
Preferred stock conversion ratio | 1.6175909091 | ||||
Common shares issued through conversion of preferred shares (in shares) | 813,050 | ||||
Series E | |||||
Class of Stock [Line Items] | |||||
Redeemable preferred shares, outstanding (in shares) | 0 | 5,067,908 | 4,965,131 | ||
Preferred stock conversion ratio | 1 | ||||
Common shares issued through conversion of preferred shares (in shares) | 5,067,910 |
REDEEMABLE PREFERRED STOCK, D_7
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Schedule of Preferred Stock Dividend Rights (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Series A | |
Class of Stock [Line Items] | |
Annual dividend rate (in CAD per share) | $ 0.410000 |
Series B | |
Class of Stock [Line Items] | |
Annual dividend rate (in CAD per share) | 0.567800 |
Series C | |
Class of Stock [Line Items] | |
Annual dividend rate (in CAD per share) | 1.355696 |
Series D | |
Class of Stock [Line Items] | |
Annual dividend rate (in CAD per share) | 1.423480 |
Series E | |
Class of Stock [Line Items] | |
Annual dividend rate (in CAD per share) | $ 0.880000 |
REDEEMABLE PREFERRED STOCK, D_8
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Preferred Stock Liquidation Rights (Details) | Dec. 31, 2019$ / shares |
Series A | |
Class of Stock [Line Items] | |
Preferred stock, liquidation preference (in CAD per share) | $ 5.1252 |
Series B | |
Class of Stock [Line Items] | |
Preferred stock, liquidation preference (in CAD per share) | 7.0970 |
Series C | |
Class of Stock [Line Items] | |
Preferred stock, liquidation preference (in CAD per share) | 16.9462 |
Series D | |
Class of Stock [Line Items] | |
Preferred stock, liquidation preference (in CAD per share) | 17.7935 |
Series E | |
Class of Stock [Line Items] | |
Preferred stock, liquidation preference (in CAD per share) | $ 11 |
REDEEMABLE PREFERRED STOCK, D_9
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Preferred Stock Conversion Price (Details) | Dec. 31, 2019$ / shares |
Series A | |
Class of Stock [Line Items] | |
Preferred stock, conversion price (in CAD per share) | $ 5.1252 |
Series B | |
Class of Stock [Line Items] | |
Preferred stock, conversion price (in CAD per share) | 7.0970 |
Series C | |
Class of Stock [Line Items] | |
Preferred stock, conversion price (in CAD per share) | 11 |
Series D | |
Class of Stock [Line Items] | |
Preferred stock, conversion price (in CAD per share) | 11 |
Series E | |
Class of Stock [Line Items] | |
Preferred stock, conversion price (in CAD per share) | $ 11 |
REDEEMABLE PREFERRED STOCK, _10
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Common Shares, Narrative (Details) | Nov. 17, 2020 | Dec. 20, 2017 | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Equity [Abstract] | ||||
Common shares, authorized (in shares) | shares | 100,000,000 | 24,000,000 | ||
Common shares, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Stock split, conversion ratio | 1.26 | 0.1429 |
REDEEMABLE PREFERRED STOCK, _11
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Share Based Compensation, Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018serviceProvidershares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of eligible service providers affected | serviceProvider | 53 | |||||
One-time incremental compensation cost | $ | $ 1 | |||||
Options outstanding | 2,439,020 | 2,439,020 | 2,391,401 | 2,391,401 | 2,081,545 | |
Granted (in shares) | 442,830 | 442,830 | 429,538 | 429,538 | ||
Exercise price (in USD per share) | $ / shares | $ 1.34 | $ 1.31 | ||||
Conversion ratio | 0.2 | |||||
2020 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 5,000,000 | 5,000,000 | ||||
Shares reserved for future issuance, minimum annual increase (in shares) | 5,000,000 | 5,000,000 | ||||
2020 Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent increase in shares available under ESPP, prior year | 5.00% | 5.00% | ||||
2020 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 700,000 | 700,000 | ||||
Shares reserved for future issuance, minimum annual increase (in shares) | 1,000,000 | 1,000,000 | ||||
2020 ESPP | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent increase in shares available under ESPP, prior year | 1.00% | 1.00% | ||||
2012 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exchanged under plan (in shares) | 239,181 | |||||
Options outstanding | 8,274 | 8,274 | ||||
2018 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exchanged under plan (in shares) | 1,269,180 | |||||
Number of shares authorized for issuance (in shares) | 1,972,530 | 1,972,530 | ||||
Maximum option term | 10 years | 10 years | ||||
Vesting term | 4 years | 4 years | ||||
Exercise price (in USD per share) | $ / shares | $ 2.15 | $ 2.15 | ||||
Percentage of vesting rights | 2.08% | 2.08% |
REDEEMABLE PREFERRED STOCK, _12
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 442,830 | 429,538 |
Weighted average grant date fair value of awards (in USD per share) | $ 0.72 | $ 0.61 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6.00% | 6.00% |
Grant price (in USD per share) | $ 1.34 | $ 1.31 |
Market price (in USD per share) | $ 1.34 | $ 1.31 |
Volatility | 60.00% | 60.00% |
Risk Free Rate | 0.43% | 1.50% |
Dividend Yield | 0.00% | 0.00% |
Expected life (in years) | 5 years 10 months 13 days | 4 years |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6.00% | 6.00% |
Grant price (in USD per share) | $ 1.34 | $ 1.31 |
Market price (in USD per share) | $ 1.34 | $ 1.31 |
Volatility | 60.00% | 60.00% |
Risk Free Rate | 0.43% | 1.50% |
Dividend Yield | 0.00% | 0.00% |
Expected life (in years) | 5 years 11 months 1 day | 4 years |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Forfeiture Rate | 6.00% | 6.00% |
Grant price (in USD per share) | $ 1.34 | $ 1.31 |
Market price (in USD per share) | $ 1.34 | $ 1.31 |
Volatility | 60.00% | 60.00% |
Risk Free Rate | 0.44% | 1.50% |
Dividend Yield | 0.00% | 0.00% |
Expected life (in years) | 6 years 7 days | 4 years |
REDEEMABLE PREFERRED STOCK, _13
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Awards | ||
Outstanding awards at beginning of period (in shares) | 2,391,401 | 2,081,545 |
Granted (in shares) | 442,830 | 429,538 |
Shares issued for options exercises (in shares) | (160,090) | (22,322) |
Awards cancelled/forfeited (in shares) | (235,121) | (97,360) |
Outstanding awards at end of period (in shares) | 2,439,020 | 2,391,401 |
Awards vested and exercisable (in shares) | 1,745,376 | 1,678,842 |
Awards vested and unvested exercisable (in shares) | 1,745,376 | 1,678,842 |
Awards vested and expected to vest (in shares) | 2,386,417 | 2,327,518 |
Weighted Average Exercise Price | ||
Weighted average exercise price of awards outstanding at beginning of period (in USD per share) | $ 1.59 | $ 1.66 |
Weighted average exercise price of awards granted (in USD per share) | 1.34 | 1.31 |
Weighted average exercise price of awards exercised/released (in USD per share) | 1.84 | 1.60 |
Weighted average exercise price of awards cancelled/forfeited (in USD per share) | 1.63 | 1.70 |
Weighted average exercise price of awards outstanding at end of period (in USD per share) | 1.56 | 1.59 |
Weighted average exercise price of awards vested and exercisable (in USD per share) | 1.63 | 1.66 |
Weighted average exercise price of awards vested and unvested exercisable (in USD per share) | 1.63 | 1.66 |
Weighted average exercise price of awards vested and expected to vest (in USD per share) | 1.57 | 1.60 |
Weighted average share price on date of exercise (in USD per share) | 11.09 | 1.60 |
Weighted Average Fair Value | ||
Weighted average fair value of awards outstanding at beginning of period (in USD per share) | 0.76 | 0.79 |
Grant date fair value of options granted (in USD per share) | 0.72 | 0.61 |
Weighted average fair value of awards exercised/released (in USD per share) | 0.98 | 0.83 |
Weighted average fair value of awards cancelled/forfeited (in USD per share) | 0.76 | 0.83 |
Weighted average fair value of awards outstanding at end of period (in USD per share) | 0.76 | 0.76 |
Weighted average fair value of awards vested and exercisable (in USD per share) | 0.78 | 0.80 |
Weighted average fair value of awards vested and unvested exercisable (in USD per share) | 0.78 | 0.80 |
Weighted average fair value of awards vested and expected to vest (in USD per share) | $ 0.76 | $ 0.76 |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding, end of period | 8 years 2 months 12 days | 8 years 9 months 18 days |
Vested and exercisable, end of the period | 7 years 10 months 24 days | 8 years 7 months 6 days |
Vested and unvested exercisable, end of the period | 7 years 10 months 24 days | 8 years 7 months 6 days |
Vested and expected to vest, end of the period | 8 years 2 months 12 days | 8 years 9 months 18 days |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value of awards outstanding at beginning of period | $ 0 | $ 0 |
Aggregate intrinsic value of awards granted | 4,959,936 | 0 |
Aggregate intrinsic value of awards exercised/released | 1,481,566 | 0 |
Aggregate intrinsic value of awards cancelled/forfeited | 2,886,236 | 0 |
Aggregate intrinsic value of awards outstanding at end of period | 32,894,214 | 0 |
Aggregate intrinsic value of awards vested and exercisable | 23,427,716 | 0 |
Aggregate intrinsic value of awards vested and unvested exercisable | 23,427,716 | 0 |
Aggregate intrinsic value of awards vested and expected to vest | $ 32,174,927 | $ 0 |
REDEEMABLE PREFERRED STOCK, _14
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Nonvested Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Awards | |||
Unvested outstanding, beginning of period (in shares) | 712,559 | 574,851 | |
Granted (in shares) | 442,830 | 429,538 | |
Cancelled/forfeited (in shares) | (18,481) | (40,844) | |
Vested (in shares) | (443,264) | (250,986) | |
Unvested outstanding, end of period (in shares) | 693,644 | 712,559 | |
Weighted Average Exercise Price | |||
Weighted average exercise price of unvested awards, beginning balance (in USD per share) | $ 1.40 | $ 1.44 | $ 1.61 |
Weighted average exercise price of awards granted (in USD per share) | 1.34 | 1.31 | |
Weighted average exercise price of awards cancelled/forfeited (in USD per share) | 1.54 | 1.69 | |
Weighted average exercise price of awards vested (in USD per share) | 1.44 | 1.57 | |
Weighted average exercise price of unvested awards, ending balance (in USD per share) | 1.40 | 1.44 | |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, beginning balance (in USD per share) | 0.68 | 0.77 | |
Grant date fair value of options granted (in USD per share) | 0.72 | 0.61 | |
Weighted average grant date fair value of awards cancelled/forfeited (in USD per share) | 0.76 | 0.82 | |
Weighted average grant date fair value of awards vested (in USD per share) | 0.72 | 0.76 | |
Weighted average grant date fair value, ending balance (in USD per share) | $ 0.69 | $ 0.68 | |
Weighted average remaining contractual life of awards vested and unvested exercisable (in years) | 2 years 6 months | 2 years 10 months 24 days |
REDEEMABLE PREFERRED STOCK, _15
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Share Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Share-based compensation | $ 380 | $ 354 |
REDEEMABLE PREFERRED STOCK, _16
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Share Based Compensation and Warrants Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Expense remaining to be recognized | $ 400,000 | |
Weighted average recognition period (in years) | 3 years | |
Aggregate fair value of options vested | $ 300,000 | $ 200,000 |
Liability for future warrant issuance | $ 0 | $ 400,000 |
REDEEMABLE PREFERRED STOCK, _17
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Schedule of Warrants Issued (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||
Term of warrants (in years) | 7 years 9 months 18 days | 9 years 2 months 12 days |
Exercise price of warrants issued (in USD per share) | $ 1.97 | $ 3.33 |
Warrants Issued to Related Parties | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 523,483 | |
Warrants Issued February 11, 2020, Exercise Price $1.98 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 27,427 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued February 11, 2020, Exercise Price $0.01 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 309,698 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 0.01 | |
Warrants Issued February 19, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 6,855 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued May 26, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 115,374 | |
Term of warrants (in years) | 6 months | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued June 4, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 16,119 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued June 9, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 1,676 | |
Term of warrants (in years) | 6 months | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued June 10, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 761 | |
Term of warrants (in years) | 6 months | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued June 17, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 319 | |
Term of warrants (in years) | 6 months | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued June 29, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 84,911 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 0.01 | |
Warrants Issued July 2, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 2,285 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued August 14, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 1,524 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued August 21, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 2,285 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued October 2, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 6,857 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued October 6, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 61,331 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued October 7, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 381 | |
Term of warrants (in years) | 10 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued November 12, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 201,648 | |
Term of warrants (in years) | 8 years | |
Exercise price of warrants issued (in USD per share) | $ 1.57 | |
Warrants Issued November 18, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 58,518 | |
Term of warrants (in years) | 5 years | |
Exercise price of warrants issued (in USD per share) | $ 0.01 |
REDEEMABLE PREFERRED STOCK, _18
REDEEMABLE PREFERRED STOCK, DEFICIT AND SHARE-BASED COMPENSATION EXPENSE - Schedule of Outstanding Warrants (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 1,677,555 | 787,210 |
Exercise price of warrants (in CAD per share) | $ 1.97 | $ 3.33 |
Term of warrants (in years) | 7 years 9 months 18 days | 9 years 2 months 12 days |
Common | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 571,355 | 118,228 |
Exercise price of warrants (in CAD per share) | $ 0.01 | $ 0.01 |
Common | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 288,352 | 288,352 |
Exercise price of warrants (in CAD per share) | $ 6.93 | $ 6.93 |
Common | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 260,250 | 260,250 |
Exercise price of warrants (in CAD per share) | $ 1.66 | $ 1.66 |
Common Warrant 4 | ||
Class of Warrant or Right [Line Items] | ||
Warrants (in shares) | 557,598 | 120,380 |
Exercise price of warrants (in CAD per share) | $ 1.57 | $ 1.57 |
REVENUE AND SEGMENT REPORTING -
REVENUE AND SEGMENT REPORTING - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from External Customer [Line Items] | ||
Total sales | $ 13,968 | $ 3,771 |
Pharmacy and hardware sales | ||
Revenue from External Customer [Line Items] | ||
Total sales | 10,596 | 3,385 |
Retail pharmacy revenue | ||
Revenue from External Customer [Line Items] | ||
Total sales | 7,728 | 3,227 |
Lease revenue | ||
Revenue from External Customer [Line Items] | ||
Total sales | 467 | 158 |
Hardware | ||
Revenue from External Customer [Line Items] | ||
Total sales | 2,401 | 0 |
Service sales | ||
Revenue from External Customer [Line Items] | ||
Total sales | 3,372 | 386 |
Software integration | ||
Revenue from External Customer [Line Items] | ||
Total sales | 3,168 | 0 |
Software | ||
Revenue from External Customer [Line Items] | ||
Total sales | 44 | 208 |
Maintenance and support | ||
Revenue from External Customer [Line Items] | ||
Total sales | 58 | 93 |
Professional services and other | ||
Revenue from External Customer [Line Items] | ||
Total sales | 47 | 75 |
Installation | ||
Revenue from External Customer [Line Items] | ||
Total sales | $ 55 | $ 10 |
REVENUE AND SEGMENT REPORTING_2
REVENUE AND SEGMENT REPORTING - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($) | Dec. 31, 2020segment | Dec. 31, 2019USD ($) | |
Revenue from External Customer [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Contract liability | $ 4.7 | ||
Contract revenue recognized | $ 4.7 | ||
Hardware | |||
Revenue from External Customer [Line Items] | |||
Contract revenue recognized | 1.5 | ||
Other Revenue | |||
Revenue from External Customer [Line Items] | |||
Contract revenue recognized | $ 3.2 |
REVENUE AND SEGMENT REPORTING_3
REVENUE AND SEGMENT REPORTING - Schedule of Revenue and Cost of Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | $ 13,968 | $ 3,771 |
Total cost of sales | 8,805 | 2,823 |
Gross profit | 5,163 | 948 |
Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 7,728 | 3,227 |
Total cost of sales | 7,744 | 2,674 |
Gross profit | (16) | 553 |
Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 6,240 | 544 |
Total cost of sales | 1,061 | 149 |
Gross profit | 5,179 | 395 |
Retail pharmacy revenue | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 7,728 | 3,227 |
Retail pharmacy revenue | Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 7,728 | 3,227 |
Retail pharmacy revenue | Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 0 | 0 |
Software integration | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 3,168 | 0 |
Software integration | Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 0 | |
Software integration | Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 3,168 | |
Hardware | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 2,401 | 0 |
Hardware | Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 0 | |
Hardware | Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 2,401 | |
Lease revenue | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 467 | 158 |
Lease revenue | Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 0 | 0 |
Lease revenue | Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 467 | 158 |
Software | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 44 | 208 |
Software | Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 0 | 0 |
Software | Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 44 | 208 |
Maintenance and support | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 58 | 93 |
Maintenance and support | Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 0 | 0 |
Maintenance and support | Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 58 | 93 |
Professional services and other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 47 | 75 |
Professional services and other | Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 0 | 0 |
Professional services and other | Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 47 | 75 |
Installation | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 55 | 10 |
Installation | Retail Pharmacy Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | 0 | 0 |
Installation | Pharmacy Technology | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total sales | $ 55 | $ 10 |
REVENUE AND SEGMENT REPORTING_4
REVENUE AND SEGMENT REPORTING - Schedule of Assets and Liabilities by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 69,331 | $ 18,003 |
Total liabilities | 8,264 | 21,164 |
Operating Segments | Retail Pharmacy Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 6,012 | 3,702 |
Total liabilities | 2,203 | 994 |
Operating Segments | Pharmacy Technology | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 5,547 | 9,104 |
Total liabilities | 3,422 | 7,174 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 57,772 | 5,197 |
Total liabilities | $ 2,639 | $ 12,996 |
REVENUE AND SEGMENT REPORTING_5
REVENUE AND SEGMENT REPORTING - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | $ 5,034 | $ 3,753 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | 4,533 | 3,007 |
Canada | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived assets | $ 501 | $ 746 |
SUBSEQENT EVENTS (Details)
SUBSEQENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||
Options granted (in shares) | 442,830 | 429,538 | |
Exercise price (in USD per share) | $ 1.34 | $ 1.31 | |
Grant date fair value of options granted (in USD per share) | $ 0.72 | $ 0.61 | |
Expense remaining to be recognized | $ 0.4 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Options granted (in shares) | 157,552 | ||
Exercise price (in USD per share) | $ 15.15 | ||
Grant date fair value of options granted (in USD per share) | $ 8.38 | ||
Subsequent Event | Stock-Based Compensation Grant March 22, 2021 | |||
Subsequent Event [Line Items] | |||
Expense remaining to be recognized | $ 2.1 | ||
Subsequent Event | Option | |||
Subsequent Event [Line Items] | |||
Vesting term | 4 years | ||
Maximum option term | 10 years | ||
Subsequent Event | Restricted Stock Units (RSUs) | |||
Subsequent Event [Line Items] | |||
Vesting term | 3 years | ||
Granted (in shares) | 50,928 | ||
Grant date fair value of awards granted (in USD per share) | $ 15.15 |