Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Oct. 11, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SANUWAVE Health, Inc. | ||
Entity Central Index Key | 0001417663 | ||
Entity Address, State or Province | NV | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 66.7 | ||
Entity Common Stock, Shares Outstanding | 481,619,621 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 2,436,984 | $ 1,760,455 |
Accounts receivable, net of allowance for doubtful accounts of $342,898 in 2020 and $72,376 in 2019 | 2,355,396 | 75,543 |
Inventory | 2,956,344 | 542,955 |
Prepaid expenses and other current assets | 179,343 | 125,405 |
TOTAL CURRENT ASSETS | 7,928,067 | 2,504,358 |
PROPERTY AND EQUIPMENT, net | 470,981 | 93,954 |
RIGHT OF USE ASSETS, net | 794,831 | 741,749 |
OTHER INTANGIBLE ASSETS, net | 6,545,284 | 0 |
GOODWILL | 7,259,795 | 0 |
OTHER ASSETS | 28,602 | 41,931 |
TOTAL ASSETS | 23,027,560 | 3,381,992 |
CURRENT LIABILITIES | ||
Senior secured promissory note payable, in default | 10,675,637 | 0 |
Convertible promissory notes payable, in default | 4,000,000 | 0 |
Convertible promissory notes, related parties, in default | 1,596,254 | 0 |
Accounts payable | 4,454,385 | 1,439,413 |
Accrued expenses | 2,126,768 | 957,109 |
Accrued employee compensation | 2,540,675 | 1,606,910 |
Warrant liability | 8,855,379 | 0 |
Current portion of SBA loans | 320,707 | 0 |
Accrued interest | 1,021,495 | 0 |
Accrued interest, related parties | 77,145 | 1,859,977 |
Current portion of lease liabilities | 450,787 | 294,904 |
Current portion of contract liabilities | 32,258 | 66,577 |
Notes payable, related parties, net | 0 | 5,372,743 |
Short term notes payable | 0 | 587,233 |
Line of credit, related parties | 0 | 212,388 |
Advances from related parties | 22,500 | 18,098 |
TOTAL CURRENT LIABILITIES | 36,173,990 | 12,415,352 |
NON-CURRENT LIABILITIES | ||
SBA loans | 143,628 | 0 |
Lease liabilities | 391,310 | 457,017 |
Contract liabilities | 37,514 | 573,224 |
TOTAL NON-CURRENT LIABILITIES | 572,452 | 1,030,241 |
TOTAL LIABILITIES | 36,746,442 | 13,445,593 |
CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK, par value $0.001, 5,000,000 shares authorized; 6,175, 293, 90 and 8 shares designated Series A, Series B, Series C and Series D, respectively; no shares issued and outstanding at December 31, 2020 and 2019 | 0 | 0 |
COMMON STOCK, par value $0.001, 800,000,000 shares authorized; 470,694,621 and 293,780,400 issued and outstanding at December 31, 2020 and 2019, respectively | 470,695 | 293,781 |
ADDITIONAL PAID-IN CAPITAL | 142,562,694 | 115,457,808 |
ACCUMULATED DEFICIT | (156,689,989) | (125,752,956) |
ACCUMULATED OTHER COMPREHENSIVE LOSS | (62,282) | (62,234) |
TOTAL STOCKHOLDERS' DEFICIT | (13,718,882) | (10,063,601) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 23,027,560 | 3,381,992 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK, par value $0.001, 5,000,000 shares authorized; 6,175, 293, 90 and 8 shares designated Series A, Series B, Series C and Series D, respectively; no shares issued and outstanding at December 31, 2020 and 2019 | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK, par value $0.001, 5,000,000 shares authorized; 6,175, 293, 90 and 8 shares designated Series A, Series B, Series C and Series D, respectively; no shares issued and outstanding at December 31, 2020 and 2019 | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK, par value $0.001, 5,000,000 shares authorized; 6,175, 293, 90 and 8 shares designated Series A, Series B, Series C and Series D, respectively; no shares issued and outstanding at December 31, 2020 and 2019 | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
PREFERRED STOCK, par value $0.001, 5,000,000 shares authorized; 6,175, 293, 90 and 8 shares designated Series A, Series B, Series C and Series D, respectively; no shares issued and outstanding at December 31, 2020 and 2019 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Accounts receivable, allowance for doubtful accounts | $ 342,898 | $ 72,376 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, shares issued (in shares) | 470,694,621 | 293,780,400 |
Common stock, shares outstanding (in shares) | 470,694,621 | 293,780,400 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 6,175 | 6,175 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 293 | 293 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 90 | 90 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 8 | 8 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES [Abstract] | ||
TOTAL REVENUES | $ 4,057,471 | $ 1,028,730 |
COST OF REVENUES | 1,162,021 | 538,923 |
GROSS MARGIN | 2,895,450 | 489,807 |
OPERATING EXPENSES | ||
Research and development | 1,245,507 | 1,181,892 |
Selling and marketing | 5,159,740 | 1,590,957 |
General and administrative | 13,723,888 | 6,440,093 |
Impairment of intangible assets | 7,185,120 | 0 |
Depreciation and amortization | 781,002 | 71,213 |
TOTAL OPERATING EXPENSES | 28,095,257 | 9,284,155 |
OPERATING LOSS | (25,199,807) | (8,794,348) |
OTHER INCOME (EXPENSE) | ||
Change in warrant valuation | (3,192,620) | 227,669 |
Loss on extinguishment of debt | (565,374) | 0 |
Partnership fee income | 600,000 | 0 |
Interest expense | (2,025,017) | (1,147,986) |
Interest expense, related party | (516,014) | (688,195) |
Loss on foreign currency exchange | (38,201) | (26,979) |
TOTAL OTHER INCOME (EXPENSE), NET | (5,737,226) | (1,635,491) |
NET LOSS | (30,937,033) | (10,429,839) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustments | (48) | 19,844 |
TOTAL COMPREHENSIVE LOSS | $ (30,937,081) | $ (10,409,995) |
LOSS PER SHARE: | ||
Net loss per share - basic (in dollars per share) | $ (0.08) | $ (0.05) |
Weighted average shares outstanding - basic (in shares) | 378,128,645 | 203,588,106 |
Net loss per share - diluted (in dollars per share) | $ (0.08) | $ (0.05) |
Weighted average shares outstanding - diluted (in shares) | 378,128,645 | 203,588,106 |
Product [Member] | ||
REVENUES [Abstract] | ||
TOTAL REVENUES | $ 2,267,259 | $ 645,169 |
Accessory and Parts Revenue [Member] | ||
REVENUES [Abstract] | ||
TOTAL REVENUES | 1,637,997 | 12,021 |
License Fees and Other [Member] | ||
REVENUES [Abstract] | ||
TOTAL REVENUES | $ 152,215 | $ 371,540 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 0 | $ 155,665 | $ 101,153,882 | $ (116,602,778) | $ (62,868) | $ (15,356,099) |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 155,665,138 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | $ 0 | 0 | (10,429,839) | 0 | (10,429,839) |
Cashless warrant exercises | $ 0 | $ 4,962 | (4,962) | 0 | 0 | 0 |
Cashless warrant exercises (in shares) | 0 | 4,962,157 | ||||
Cashless warrant exercises with waived proceeds | $ 0 | $ 450 | 35,550 | 0 | 0 | 36,000 |
Cashless warrant exercises with waived proceeds (in shares) | 0 | 450,000 | ||||
Proceeds from warrant exercise | $ 0 | $ 40,285 | 3,581,674 | 0 | 0 | 3,621,959 |
Proceeds from warrant exercise (in shares) | 0 | 40,284,422 | ||||
Conversion of short term notes payable and convertible notes payable | $ 0 | $ 65,248 | 6,427,607 | 0 | 0 | 6,492,855 |
Conversion of short term notes payable and convertible notes payable (in shares) | 0 | 65,247,517 | ||||
Reclassification of warrant liability to equity due to adoption of ASU 2017-11 | $ 0 | $ 0 | 262,339 | 1,279,661 | 0 | 1,542,000 |
Reclassification of warrant liability to equity | 1,542,000 | |||||
Conversion of line of credit, related parties to equity | $ 0 | $ 7,020 | 672,980 | 0 | 0 | $ 680,000 |
Conversion of line of credit, related parties to equity (in shares) | 0 | 7,020,455 | 225,000 | |||
Warrants issued for services | $ 0 | $ 0 | 186,867 | 0 | 0 | $ 186,867 |
Shares issued for services | $ 0 | $ 150 | 28,350 | 0 | 0 | 28,500 |
Shares issued for services (in shares) | 0 | 150,000 | ||||
Proceeds from PIPE offering, net of offering costs | $ 0 | $ 20,001 | 2,780,099 | 0 | 0 | 2,800,100 |
Proceeds from PIPE offering, net of offering costs (in shares) | 0 | 20,000,711 | ||||
Stock-based compensation | $ 0 | $ 0 | 333,422 | 0 | 333,422 | |
Beneficial conversion feature on convertible debt | 0 | |||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 634 | 634 |
Ending balance at Dec. 31, 2019 | $ 0 | $ 293,781 | 115,457,808 | (125,752,956) | (62,234) | (10,063,601) |
Ending balance (in shares) at Dec. 31, 2019 | 0 | 293,780,400 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | $ 0 | 0 | (30,937,033) | 0 | (30,937,033) |
Proceeds from warrant exercise | $ 0 | $ 1,000 | 9,000 | 0 | 0 | 10,000 |
Proceeds from warrant exercise (in shares) | 0 | 1,000,000 | ||||
Conversion of short term notes payable and convertible notes payable | $ 0 | $ 4,829 | 559,900 | 0 | 0 | $ 564,729 |
Conversion of short term notes payable and convertible notes payable (in shares) | 0 | 4,829,789 | 4,829,789 | |||
Reclassification of warrant liability to equity | $ 0 | $ 0 | 6,292,695 | 0 | 0 | $ 6,292,695 |
Conversion of advances from related parties | $ 0 | $ 263 | 17,835 | 0 | 0 | 18,098 |
Conversion of advances from related parties (in shares) | 0 | 262,811 | ||||
Conversion of notes payable, related parties | $ 0 | $ 15,475 | 2,275,572 | 0 | 0 | $ 2,291,047 |
Conversion of notes payable, related parties (in shares) | 0 | 15,475,235 | 15,475,235 | |||
Shares issued for services | $ 0 | $ 12,700 | 2,533,492 | 0 | 0 | $ 2,546,192 |
Shares issued for services (in shares) | 0 | 12,700,000 | ||||
Proceeds from PIPE offering, net of offering costs | $ 0 | $ 124,621 | 12,557,895 | 0 | 0 | 12,682,516 |
Proceeds from PIPE offering, net of offering costs (in shares) | 0 | 124,621,428 | ||||
Stock-based compensation | $ 0 | $ 0 | 21,900 | 0 | 0 | 21,900 |
Proceeds from stock option exercise | $ 0 | $ 325 | 47,925 | 0 | 0 | $ 48,250 |
Proceeds from stock option exercise (in shares) | 0 | 325,000 | 325,000 | |||
Beneficial conversion feature on convertible debt | $ 0 | $ 0 | 560,682 | 0 | 0 | $ 560,682 |
LGH warrant liability | 0 | 0 | (249,049) | 0 | 0 | (249,049) |
Series C and Series D preferred stock converted to common stock | $ 0 | $ 17,501 | 2,432,499 | 0 | 0 | 2,450,000 |
Series C and Series D preferred stock converted to common stock (in shares) | 0 | 17,499,958 | ||||
Inducement shares issued | $ 0 | $ 200 | 44,540 | 0 | 0 | 44,740 |
Inducement shares issued (in shares) | 0 | 200,000 | ||||
Foreign currency translation adjustment | $ 0 | $ 0 | 0 | 0 | (48) | (48) |
Ending balance at Dec. 31, 2020 | $ 0 | $ 470,695 | $ 142,562,694 | $ (156,689,989) | $ (62,282) | $ (13,718,882) |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 470,694,621 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (30,937,033) | $ (10,429,839) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Amortization of intangibles | 713,021 | 0 |
Depreciation | 298,741 | 71,213 |
Bad debt expense | 302,193 | 39,331 |
Impairment of intangible assets | 7,185,120 | 0 |
Stock-based compensation | 21,900 | 333,422 |
Shares issued for services | 2,546,192 | 28,500 |
Shares issued for inducement shares | 44,740 | 0 |
Loss on extinguishment of debt | 565,374 | 0 |
Warrants issued for consulting services | 0 | 186,867 |
Change in warrant valuation | 3,192,620 | (227,669) |
Amortization of debt issuance costs and debt discount | 484,185 | 0 |
Accrued interest | 1,097,577 | 1,159,713 |
Interest payable, related parties | 401,081 | 688,195 |
Waived proceeds from warrant exercise | 0 | 36,000 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | (2,582,046) | (8,600) |
Inventory | (553,424) | (185,135) |
Prepaid expenses | (53,938) | (294) |
Due from related parties | 0 | 1,228 |
Other assets | 13,328 | (25,440) |
Operating leases | (6,290) | 35,386 |
Accounts payable | 3,014,972 | (138,730) |
Accrued expenses | 1,169,659 | 267,829 |
Accrued employee compensation | 933,765 | 1,288,497 |
Contract liabilities | (570,029) | 468,768 |
NET CASH USED BY OPERATING ACTIVITIES | (12,718,292) | (6,410,758) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of UltraMIST, net of $4,000,000 note payable to seller | (20,000,000) | 0 |
Purchases of property and equipment | (52,870) | (53,939) |
NET CASH USED BY INVESTING ACTIVITIES | (20,052,870) | (53,939) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of convertible preferred stock | 2,450,000 | 0 |
Proceeds from convertible promissory note | 1,100,000 | 0 |
Proceeds from SBA loan | 614,335 | 0 |
Proceeds from PIPE offering, net of offering costs | 21,456,468 | 2,800,100 |
Proceeds from senior secured promissory note payable | 13,346,547 | 0 |
Proceeds from stock option exercises | 48,250 | 0 |
Proceeds from short term note | 0 | 1,215,000 |
Proceeds from line of credit, related party | 0 | 90,000 |
Proceeds from warrant exercises | 10,000 | 1,758,142 |
Advances from related parties | 22,500 | 2,055,414 |
Repayments of debt principal on convertible promissory notes, related parties, convertible promissory notes and SBA loans | (5,457,662) | 0 |
Payments of principal on finance leases | (142,699) | (58,687) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 33,447,739 | 7,859,969 |
EFFECT OF EXCHANGE RATES ON CASH | (48) | 634 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 676,529 | 1,395,906 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,760,455 | 364,549 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 2,436,984 | 1,760,455 |
SUPPLEMENTAL INFORMATION | ||
Cash paid for interest | 436,333 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Reclassification of warrant liabilities to equity | 6,292,695 | 1,542,000 |
Acquisition of UltraMIST partially financed with convertible promissory note | 4,000,000 | 0 |
Conversion of short-term notes payable to equity | 564,729 | 3,559,542 |
Beneficial conversion feature on convertible debt | 560,682 | 0 |
Conversion of advance from related parties | 18,098 | 0 |
Conversion of notes payable, related parties | 2,291,047 | 0 |
Series C and Series D preferred stock converted to common stock | 2,450,000 | 0 |
Exchange line of credit and notes payable, related parties, for convertible promissory notes, related parties | 1,596,254 | 0 |
Conversion of convertible promissory notes to equity | 0 | 2,933,313 |
Conversion of line of credit, related party to equity | 0 | 680,000 |
Conversion of line of credit, related party to accounts receivable | 0 | 121,000 |
Accounts payable and accrued employee compensation converted to equity | 0 | 36,500 |
Other warrant exercise | $ 0 | $ 1,863,815 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Note payable to seller | $ 4,000,000 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Nature of the Business and Basis of Presentation [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation SANUWAVE Health, Inc. and Subsidiaries (“SANUWAVE” or the “Company”) is focused on the research, development, and commercialization of its patented noninvasive and biological response activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures. The Company’s lead regenerative product in the United States is the dermaPACE® device used for treating diabetic foot ulcers. Through the Company’s acquisition, on August 6, 2020, of the UltraMIST® assets from Celularity, Inc. (“Celularity”), SANUWAVE now combines two highly complementary and market-cleared energy transfer technologies and two human tissue biologic products, which creates a platform of scale with an end-to-end product offering in the advanced wound care market. Basis of Presentation- The functional currencies of the Company’s foreign operations are their local currencies. The financial statements of the Company’s foreign subsidiary have been translated into United States dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Income statement amounts have been translated using the average exchange rate for the year. Translation adjustments are reported in other comprehensive loss in the Consolidated Statements of Comprehensive Loss and as cumulative translation adjustments in accumulated other comprehensive loss in the Consolidated Balance Sheets. Certain accounts in the prior period Consolidated Financial Statements have been reclassified to conform to the presentation of the current year Consolidated Financial Statements. Accrued executive severance at December 31, 2019 of $154,000 was reclassified from accrued expenses to accrued employee compensation. In addition, $12,021 of revenue in 2019 was reclassified from other revenue to accessory and parts revenue and the remaining balance of other revenue was combined with license fees. In addition $12,021 of revenue in 2019 was reclassified from other revenue to accessory and parts revenue and the remaining balance of other revenue was combined with license fees. Those reclassifications had no effect on the previously reported operating results. Covid-19 – |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern Our recurring losses from operations and dependency upon future issuances of equity or other financing to fund ongoing operations have raised substantial doubt as to our ability to continue as a going concern. We will be required to raise additional funds to finance our operations and remain a going concern; we may not be able to do so, and/or the terms of any financings may not be advantageous to us. The continuation of our business is dependent upon raising additional capital. We expect to devote substantial resources for the commercialization of the dermaPACE and will continue to research and develop the non-medical uses of the PACE technology, both of which will require additional capital resources. The operating losses and the events of default on the Company’s notes payable indicate substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the filing of this Form 10-K. The continuation of our business is dependent upon raising additional capital to fund operations. Management’s plans are to obtain additional capital in 2021 through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing arrangements, or raise capital through the conversion of outstanding warrants, issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt. These possibilities, to the extent available, may be on terms that result in significant dilution to our existing shareholders. In addition, there can be no assurances that our plans to obtain additional capital will be successful on the terms or timeline we expect, or at all. Although no assurances can be given, management believes that potential additional issuances of equity or other potential financing transactions as discussed above should provide the necessary funding for us. If these efforts are unsuccessful, we may be required to significantly curtail or discontinue operations or obtain funds through financing transactions with unfavorable terms. The accompanying Consolidated Financial Statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the Consolidated Financial Statements do not necessarily purport to represent realizable or settlement values. The Consolidated Financial Statements do not include any adjustment that might result from the outcome of this uncertainty. Our Consolidated Financial Statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies The significant accounting policies followed by the Company are summarized below: Estimates Significant estimates include the recording of allowances for doubtful accounts, the net realizable value of inventory, useful lives of long-lived assets, fair value of goodwill and other intangible assets, the determination of the valuation allowances for deferred taxes, estimated fair value of stock-based compensation, and the estimated fair value of warrants. Cash Accounts receivable - Concentration of credit risk and limited suppliers As of December 31, 2020, receivables from Celularity (see Note 5) constituted approximately 46% of our accounts receivable balance. No other distributors or partners made up more than 10% of the Company’s revenues for the year ended December 31, 2020 or more than 10% of the Company’s accounts receivables as of December 31, 2020. Three distributors and partners accounted for 18%, 15% and 12% of revenues for the year ended December 31, 2019, and 0%, 0% and 22% of accounts receivable at December 31, 2019. The Company depends on suppliers for product component materials and other components that are subject to stringent regulatory requirements. The Company currently purchases most of its product component materials from single suppliers and the loss of any of these suppliers could result in a disruption in our production. If this were to occur, it may be difficult to arrange a replacement supplier because certain of these materials may only be available from one or a limited number of sources. In addition, our suppliers could be disrupted by conditions related to COVID-19 or other epidemics. Establishing additional or replacement suppliers for these materials may take a substantial period of time as these suppliers must be approved by regulatory authorities. Three of the Company’s suppliers accounted for 41%, 24% and 11% of the Company’s purchases, respectively, during the year ended December 31, 2020. During the year ended December 31, 2019, one supplier accounted for approximately 65% of the Company’s purchases. No other suppliers made up more than 10% of the Company’s purchases. Inventory Property and equipment – The costs of additions and betterments are capitalized and expenditures for repairs and maintenance, which do not extend the economic useful life of the related assets, are expensed. The straight-line method of depreciation is used for computing depreciation on property and equipment over the following estimated useful lives: Estimated Useful Life Machines and equipment 3 years Office and computer equipment 3 years Medical devices on rent 5 - 15 years Software 2 years Furniture and fixtures 3 years Goodwill and Other Intangible Assets — Intangibles-Goodwill and Other Impairment of long-lived assets – Leases – For leases where the Company is the lessee, Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases did not provide an implicit interest rate, the Company used the equivalent borrowing rate for a secured financing with the term of equal to the remaining life of the lease at inception. Any lease arrangements with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheet, and we recognize lease costs for these lease arrangements on a straight-line basis over the lease term. In the event a lease arrangement would provide us with options to exercise one or more renewal terms or to terminate the lease arrangement, we would include these options when we are reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities. None of our lease agreements include an option to purchase the leased asset, residual value guarantees, or material restrictive covenants. We have other lease arrangements that are adjusted periodically based on an inflation index or rate. The future variability of these payments and adjustments are unknown, and therefore they are not included as minimum lease payments used to determine our Right of Use (“ROU”) assets and lease liabilities. Variable rental payments are recognized in the period in which the obligation is incurred. Fair value of financial instruments The Company utilizes the guidance of ASC Topic 820-10, Fair Value Measurements The ASC 820-10 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: • Level 1 - • Level 2 - • Level 3 - The Company recognizes all derivatives on the Consolidated Balance Sheet at fair value. The fair value of the warrant liability is determined based on a Black-Sholes model, which approximates the binomial approach pricing model and includes the use of unobservable inputs such as the expected term, anticipated volatility and risk-free interest rate, and therefore is classified within Level 3 of the fair value hierarchy. Preferred stock Distinguishing Liabilities from Equity Sequencing policy Derivatives and Hedging Convertible instruments and liabilities related to warrants issued “Derivatives and Hedging” Warrants related to debt issued – Beneficial conversion feature on convertible debt - Segment information Revenue Recognition - “Revenue from Contracts with Customers” In accordance with ASC 606, we apply the following the five-step model: 1. Identify the contract(s) with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. 2. Identify the performance obligation(s) in the contract. If a contract promises to transfer more than one good or service to a customer, each good or service constitutes a separate performance obligation if the good or service is distinct or capable of being distinct. 3. Determine the transaction price. The transaction price is the amount of consideration to which we expect to be entitled in exchanging the promised goods or services to the customer. 4. Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one performance obligation, we allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which we expect to be entitled in exchange for satisfying each performance obligation. 5. Recognize revenue when (or as) the Company satisfies a performance obligation. For each performance obligation, we determine whether we satisfy the performance obligation at a point in time or over time. Appropriate methods of measuring progress include output methods and input methods. The Company recognizes revenue primarily from the following types of contracts: Product Sales and Accessory and Part Sales - Licensing Fees - Other Revenue - Shipping and handling costs - Research and development - Stock-based compensation - The expected life of options granted represent the period of time that options granted are expected to be outstanding and are derived from the contractual terms of the options granted calculated under the simplified method. The risk-free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of the grant. The expected volatility is based on the average volatility of the Company’s stock. The expected dividend yield is based on our historical dividend experience, however, since our inception, we have not declared dividends. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. Ultimately, the total expense recognized over the vesting period will equal the fair value of the awards that actually vest net of actual forfeitures during the period Comprehensive income (loss) – Recent Accounting Pronouncements Debt—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 In December 2019, the FASB issued ASU 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2020 | |
Loss per share [Abstract] | |
Loss per share | 4. Loss per share The net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares outstanding for the years ended December 31, 2020 and 2019. In accordance with ASC Topic 260-10-45-13, Earnings Per Share 2020 2019 Weighted average shares outstanding Common shares 359,880,132 203,588,106 Common shares issuable assuming excercise of nominally priced warrants 18,248,513 - Weighted average shares outstanding 378,128,645 203,588,106 Diluted net loss per share would be computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. To the extent that securities are “anti-dilutive,” they are excluded from the calculation of diluted net loss per share. As a result of the net loss for the years ended December 31, 2020 and 2019, all potentially dilutive shares were anti-dilutive and therefore excluded from the computation of diluted net loss per share. Anti-dilutive equity securities consist of the following at December 31, 2020 and 2019, respectively: 2020 2019 Common stock options 31,938,385 34,303,385 Common stock purchase warrants 142,265,576 9,474,091 Convertible notes payable 58,656,570 2,250,000 232,860,531 46,027,476 |
Asset Purchase Agreement
Asset Purchase Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Asset Purchase Agreement [Abstract] | |
Asset Purchase Agreement | 5. Asset Purchase Agreement On August 6, 2020, the Company completed an asset purchase agreement (the “Asset Purchase Agreement”) with Celularity pursuant to which the Company acquired (the “Transaction”) Celularity’s UltraMIST assets (“UltraMIST”, or the “Assets”). The acquisition provides the Company with a robust product offering in the advanced wound care market and gives the Company an end-to-end advanced wound care product portfolio that addresses the entire care pathway. The aggregate consideration paid for the Assets was $24,000,000, which consisted of (i) a cash payment of $18,890,000, (ii) the issuance of a convertible promissory note to Celularity in the principal amount of $4,000,000 (the “Seller Note”), and (iii) a credit of $1,110,000 for the previous payment made by the Company to Celularity pursuant to that certain letter of intent between the Company and Celularity dated June 7, 2020. In connection with the Asset Purchase Agreement, on August 6, 2020, we entered into a license and marketing agreement with Celularity pursuant to which Celularity granted to the Company a license to the Celularity wound care biologic products, Biovance® and Interfyl® (the “License Agreement”). The License Agreement provides the Company with an exclusive license to use, market, distribute and sell Biovance® in the field and territory, as defined in the License Agreement, and a non-exclusive license to use, market, distribute and sell Interfyl® in the field and in the territory. The License Agreement has an initial five-year term, after which it automatically renews for additional one-year periods, unless either party provides written notice at least 180 days prior to the expiration of the current term. The license agreement calls for prepaid minimum quarterly upfront royalty payments of $446,329 for the Biovance Product which are credited against sales in that quarter. Royalties are based on a transfer price for each Biovance product and sales are reported on a quarterly basis to Celularity. In the event of sales in excess of the quarterly minimums, any additional royalties are due at that time. The unpaid license fee for the fourth quarter of 2020 is included in accured expense at December 31, 2020 (see Note 9). As part of the Transaction, the Company entered into a transition services agreement with Celularity for a period of approximately three months. We utilized Celularity to fulfill certain customer orders and to collect related accounts receivable payments until we transitioned our systems. For the year ended December 31, 2020, orders fulfilled by the seller comprised approximately 49% of the Company’s 2020 full year revenues. The Company evaluated the transaction and has accounted for it as a business combination and applied the related accounting guidance as required, using the acquisition method and a fair value model. The tables below present the consideration paid to Celularity and the fair value of the Assets acquired on August 6, 2020: Purchase Consideration Cash paid at closing $ 18,890,000 Cash paid pursuant to letter of intent 1,110,000 Note payable to seller 4,000,000 Total consideration $ 24,000,000 Fair Value of Net Assets Acquired Inventory $ 1,859,965 Property and equipment 436,815 Intangible assets (a) 14,443,425 Goodwill (b) 7,259,795 Total fair value of net assets acquired $ 24,000,000 (a) Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. At December 31, 2020, the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. (b) Goodwill represents the excess of the total purchase consideration over fair value of the assets recognized and represents the future economic benefits that we believe will result from combining the operations of SANUWAVE and UltraMIST, including expected future synergies and operating efficiencies. Goodwill resulting from the Transaction has been assigned to the Company’s lone operating segment. Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. The goodwill recognized is expected to be deductible for income tax purposes. Intangible Assets Fair Value Useful Life (Years) Customer relationships - UltraMIST $ 3,820,000 7 Customer relationships - Biologics 7,618,100 7 Patent 2,311,825 19 Trade names 693,500 19 Total intangible assets $ 14,443,425 Acquisition and related costs - Pro forma impact of acquisition – Year Ended December 31, (unaudited) 2020 2019 Total revenues $ 7,832,221 $ 9,003,555 Net Loss (35,533,724 ) (15,222,591 ) The unaudited pro forma combined results of operations were prepared using the acquisition method of accounting and are based on the historical financial operating results of the Company and UltraMIST. Except to the extent realized in the year ended December 31, 2020, the unaudited pro forma information does not reflect any cost savings, operating synergies and other benefits that the Company may achieve as a result of the acquisition, or the expenses to be incurred to achieve these savings, operating synergies and other benefits. In addition, except to the extent recognized in the years ended December 31, 2020, the unaudited pro forma information does not reflect the costs to integrate the operations of UltraMIST within the Company. Significant adjustments to the pro forma information above include recognition of non-recurring direct incremental acquisition costs in the year ended December 31, 2019 and exclusion of those costs from all other periods presented; recognition of the Biovance® license fee pursuant to the License Agreement; increase in interest expense related to the Senior Secured Debt Notes described in Note 12, the Seller Note described in Note 11, the HealthTronics Note described in Note 11, and the Stolarski Note described in Note 11; increase in depreciation expense related to the fair value adjustment of acquired property and equipment; and amortization associated with an estimate of the acquired intangible assets. The acquired Assets were consolidated into our financial statements starting on the acquisition date. The total revenues and operating income of UltraMIST consolidated into our financial statements since the date of acquisition through December 31, 2020 were $3,632,584 and $467,112, respectively. In addition, the intangible asset related to Customer relationships – Biologics was impaired at December 31, 2020 for $7,185,120. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory [Abstract] | |
Inventory | 6. Inventory Inventory consists of the following at December 31, 2020 and 2019: 2020 2019 Inventory - finished goods $ 1,145,737 $ 357,265 Inventory - parts and accessories 1,810,607 185,690 Total inventory $ 2,956,344 $ 542,955 |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property and equipment [Abstract] | |
Property and equipment | 7. Property and equipment Property and equipment consists of the following at December 31, 2020 and 2019: 2020 2019 Machines and equipment 278,133 281,633 Office and computer equipment 244,483 201,841 Medical devices on rent 513,336 81,059 Software 38,127 38,127 Furniture and fixtures 22,929 22,929 Other assets 2,532 2,258 Total 1,099,540 627,847 Accumulated depreciation (628,559 ) (533,893 ) Net property and equipment $ 470,981 $ 93,954 Depreciation expense was $97,956 and $37,740 for the years ended December 31, 2020 and 2019, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Changes in the carrying value of goodwill and other intangible assets during the year ended December 31, 2020 consist of the following activity: December 31, Celularity Acquisition (Note 5) Amortization Impairment December 31, 2020 Goodwill $ 7,259,795 $ 7,259,795 Intangible assets subject to amortization: Customer relationships - UltraMIST $ - $ 3,820,000 $ (217,112 ) $ - 3,602,888 Customer relationships - Biologics - 7,618,100 (432,980 ) (7,185,120 ) - Patents - 2,311,825 (48,408 ) - 2,263,417 Trade names - 693,500 (14,521 ) - 678,979 Other intangible assets $ - $ 14,443,425 $ (713,021 ) $ (7,185,120 ) $ 6,545,284 Future amortization expense is expected to be the following: Amortization Year ending December 31, 2021 $ 703,889 2022 703,889 2023 703,889 2024 703,889 2025 703,889 Thereafter 3,025,839 $ 6,545,284 Impairment – |
Accrued expenses
Accrued expenses | 12 Months Ended |
Dec. 31, 2020 | |
Accrued expenses [Abstract] | |
Accrued expenses | 9. Accrued expenses Accrued expenses consist of the following at December 31, 2020 and 2019: 2020 2019 Outside services $ 346,895 $ 108,033 License fees 335,517 - Board of director’s fees 320,000 400,000 Registration penalties 263,750 - Commissions 238,730 - Legal and professional fees 196,614 134,970 Warranty reserve 180,000 - Inventory purchases 91,493 167,050 Other 153,769 147,056 $ 2,126,768 $ 957,109 A summary of activity in the warranty reserves is as follows: Balance December 31, 2019 $ - Additions 180,000 Balance December 31, 2020 $ 180,000 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue [Abstract] | |
Revenue | 10. Revenue Disaggregation of Revenue - Year ended December 31, 2020 Year ended December 31, 2019 United States International Total United States International Total Product $ 2,178,582 $ 88,677 $ 2,267,259 $ 277,527 $ 367,642 $ 645,169 Accessories and parts 1,549,969 88,028 1,637,997 - 12,021 12,021 License fees and other - 152,215 152,215 127,450 244,090 371,540 $ 3,728,551 $ 328,920 $ 4,057,471 $ 404,977 $ 623,753 $ 1,028,730 Contract liabilities - December 31, December 31, Service agreement $ 69,772 $ 133,510 Partnership fee - 500,000 Other - 6,291 Total Contract liabilities 69,772 639,801 Non-Current (37,514 ) (573,224 ) Total Current $ 32,258 $ 66,577 The timing of the Company’s revenue recognition may differ from the timing of payment from its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the satisfaction of performance obligations, the Company records a contract liability (deferred revenue) until the performance obligations are satisfied. Of the aggregate contract liability balances as of December 31, 2020, the Company expects to satisfy its remaining performance obligations associated with $32,258 and $37,514 within the next twelve months and following 27 months, respectively. |
Debt with related parties
Debt with related parties | 12 Months Ended |
Dec. 31, 2020 | |
Debt with related parties [Abstract] | |
Debt with related parties | 11. Debt with related parties Debt with related parties at December 31, 2020 and 2019 consisted of the following: 2020 2019 Convertible promissory notes (HealthTronics), related parties, in default $ 1,372,743 $ - Notes payable, related parties - 5,372,743 Convertible promissory notes (Stolarski), related parties, in default 223,511 Line of credit, related parties - 212,388 Advances from related parties 22,500 18,098 Total debt with related parties $ 1,618,754 $ 5,603,229 Convertible promissory notes payable (HealthTronics), in default – On August 6, 2020, the Company entered into a letter agreement with HealthTronics (the “HealthTronics Agreement”) pursuant to which the Company satisfied all of the outstanding debt due to HealthTronics, including the notes payable. Pursuant to the HealthTronics Agreement, as consideration for the extinguishment of the note payable due to HealthTronics, (i) the Company paid to HealthTronics an amount in cash equal to $4,000,000, (ii) HealthTronics exercised all of its outstanding Class K Warrants to purchase 7,200,000 shares of common stock, (iii) the Company issued to HealthTronics a convertible note payable in the amount of $1,372,743 (the “HealthTronics Note”), and (iv) the Company and HealthTronics entered into a securities purchase agreement dated August 6, 2020 pursuant to which the Company issued to HealthTronics an aggregate of 8,275,235 shares of common stock and an accompanying Class E warrant to purchase up to an additional 8,275,235 shares of common stock. The warrant has an exercise price of $0.25 per share and a three-year term. The HealthTronics Note, with principal amount of $1,372,743, matured on August 6, 2021 and was not repaid, see Note 24 Subsequent Events for additional discussion. The note accrues interest at a rate equal to 12.0% per annum. In the event that the Seller Note (as defined in Note 12) has not been repaid prior to January 1, 2021, HealthTronics may elect to convert the outstanding principal amount plus any accrued but unpaid interest thereon into shares of the Company’s common stock, at a conversion price of $0.10 per share. As this conversion option is contingent, the conversion option has not been bifurcated from the host instrument as of December 31, 2020. The convertible promissory note is expressly subordinate to the Senior Secured Notes (as defined in Note 12). The Company may prepay the outstanding principal balance, together with any accrued but unpaid interest without premium or penalty. Convertible promissory notes payable (Stolarski), in default – On August 6, 2020, the Company terminated the Stolarski Line of Credit agreement and, as consideration for the termination, issued to Stolarski a convertible promissory note in the principal amount of $223,511 (the “Stolarski Note”). The Stolarski Note matured on August 6, 2021 and was not repaid, see Note 24 Subsequent Events for additional discussion. The note accrues interest at a rate equal to 12.0% per annum. In the event that the Stolarski Note has not been repaid prior to January 1, 2021, the holder may elect to convert the outstanding principal amount plus any accrued by unpaid interest thereon into shares of common stock at a conversion price of $0.10 per share. As of December 31, 2020, $223,511 plus accrued interest of $10,952 remained outstanding on the Stolarski Note. Advances from related parties - |
Debt with unaffiliated parties
Debt with unaffiliated parties | 12 Months Ended |
Dec. 31, 2020 | |
Debt with unaffiliated parties [Abstract] | |
Debt with unaffiliated parties | 12. Debt with unaffiliated parties Debt with unaffiliated parties at December 31, 2020 and 2019 consisted of the following: 2020 2019 Senior secured promissory note payable, in default $ 10,675,637 $ - Convertible promissory note payable, in default 4,000,000 - SBA loans 464,335 - Short term notes payable - 587,233 15,139,972 587,233 Less: current maturities including notes in default (14,996,344 ) (587,233 ) Debt with unafffiliated parties, long-term $ 143,628 $ - Senior secured promissory note payable, in default - The Senior Secured Note has a maturity date of September 30, 2025 and accrues interest at a rate that is the sum of: (a) the greater of the quarter end prime rate or 3% plus (b) 9%, due quarterly in arrears and at a rate of three percent (3.00%) per annum , which shall be compounded by being added to the principal amount of the Senior Secured Notes on each payment date and which shall be payable in cash upon the earliest to occur of (x) the maturity date, (y) prepayment of the Senior Secured Note, or (z) acceleration of the maturity of the Senior Secured Note upon an event of default.. The Senior Secured Notes are secured by substantially all assets of the Company including, in the event of default, placing bank accounts under a control agreement, copyrights, trademarks, patents, applications, registered and unregistered, licenses, designs, held or acquired after August 6, 2020 by the Company. The NWPSA contains several default conditions, including non-monetary default events including misrepresentations and material adverse changes. In the case of default, the agent has the right to declare the Senior Secured Notes immediately due, not extend further credit, take actions to protect the security, demand and take possession of the books, and is appointed an attorney in fact in certain conditions. Covenants include restrictions on dispositions, mergers or acquisitions, incurring indebtedness and minimum liquidity provisions. As of December 31, 2020, the Company was in default of the minimum liquidity provisions on the Senior Secured Note, and, as a result, it is classified in current liabilities in the accompanying Consolidated Balance Sheets. As a result of the default, the Company is accuring interest at the default interest note of an additional 5%. At issuance December 31, 2020 Senior secured promissory note payable, in default Principal $ 15,000,000 $ 15,000,000 Debt issuance costs (1,653,453 ) (1,520,110 ) Debt discount (3,050,240 ) (2,804,253 ) $ 10,296,307 $ 10,675,637 The debt issuance costs and debt discount related to the Senior Secured Note were capitalized as a reduction in the principal amount and are being amortized to interest expense over the life of the Senior Secured Note. Amortization expense for the year ended December 31, 2020 was $379,330. Accrued interest related to the Senior Secured Note was $642,284 at December 31, 2020. Interest expense on this note was $1,484,468 for the year ended December 31, 2020. The NH Expansion Warrant agreement contains a put option. Upon payment in full of the Senior Secured Note, the holder has the ability to require the Company to purchase the warrants from the holder for cash. Accordingly, the NH Expansion Warrant have been classified as a derivative liability. The holder has the option to exercise the put any time between the payment of the Senior Secured Note and the expiration of the warrants. At issuance, the Company recorded a warrant liability of $3,050,240 for the fair value of the NH Expansion Warrant. Convertible promissory notes payable, in default - LGH convertible promissory note -- As part of the securities purchase agreement with LGH, the Company established a reserve of shares of its authorized but unissued and unreserved common stock for 11,000,000 shares for purposes of exercise of the LGH Warrant or conversion of the LGH Note. The LGH Note matures on February 5, 2021 and includes a one-time interest charge of 8% to be applied on the issuance date to the original principal amount. LGH can convert the LGH Note and accrued interest at any time prior to maturity to the number of shares of common stock, equal to the amount obtained by dividing (i) the amount of the unpaid principal and interest on the note by (ii) $0.25. On August 6, 2020, the Company repaid all amounts owing to LGH in the original principal amount of LGH Note $1,210,000. As a result, all obligations of the Company under the LGH Note have been terminated. The Company recorded a loss on extinguishment of debt of $565,374 during the year ended December 31, 2020. The LGH Warrants have an exercise price of $0.35 per share and have a term of five years and are recorded as a derivative liability by the Company. With respect to the Inducement Shares, in the event the Company’s share price has declined on the date on which the LGH seeks to have the restricted legend removed on such shares, the Company agrees to issue to LGH additional shares such that the aggregate value of the Inducement Shares equals the aggregate value of the Inducement Shares as of June 5, 2020. The LGH Warrants, as more fully discussed in Note 14, contain certain ratchet provisions with respect to subsequent issuances of securities by the Company at a price below the exercise price of such warrants. As a result of certain dilutive issuances of securities by the Company on August 6, 2020, the exercise price of the LGH Warrants decreased to $0.01 per share and the number of shares subject to the LGH Warrants increased to 35,000,000 shares. As a result, the Company determined that these warrants meet the definition of a derivative liability. SBA loans - All or a portion of the PPP Loan may be forgiven by the U.S. Small Business Administration (“SBA”) upon application by the Company beginning 60 days but not later than 120 days after loan approval and upon documentation of expenditures in accordance with the SBA requirements. The ultimate forgiveness of the PPP Loan is also predicated upon regulatory authorities concurring with management’s good faith assessment that the current economic uncertainty made the loan request necessary to support ongoing operations. If, despite the Company’s good-faith belief that given the circumstances the Company satisfied all eligibility requirements for the PPP Loan, the Company is later determined to have violated any applicable laws or regulations or it is otherwise determined that the Company was ineligible to receive the PPP Loan, the Company may be required to repay the PPP Loan in its entirety and/or be subject to additional penalties. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. Under the terms of the PPP Loan, the Company may be eligible for full or partial loan forgiveness in the third quarter of 2020. The Company completed the application for loan forgiveness during the third quarter of 2021, however, no assurance is provided that the Company will obtain forgiveness for, any portion of the PPP Loan. As of December 31, 2020, $320,707 is classified as current and $143,628 is classified as non-current. On June 10, 2020, the Company secured a loan offered by the U.S. Small Business Administration (“SBA”) under its Economic Injury Disaster Loan assistance program (“EIDL”) in light of the impact of COVID-19 pandemic on the Company’s business. The principal amount of this loan was $150,000 and interest accrued at the rate of 3.75% per annum. This loan was repaid in full on August 5, 2020 with proceeds from the NWPSA Senior Notes as part of the conditions of that agreement. Short-term notes payable – |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
Warrants | 13. Warrants A summary of the warrant activity during the years December 31, 2020 and 2019 is as follows: Warrant class Outstanding December 31, 2019 Issued Exercised Expired Outstanding December 31, 2020 Class E Warrants - 141,091,485 - - 141,091,485 Class K Warrants 7,200,000 - (7,200,000 ) - - Class O Warrants 909,091 - - - 909,091 Class P Warrants 1,365,000 - (1,000,000 ) (100,000 ) 265,000 LGH Warrant - 35,000,000 - - 35,000,000 NH Expansion Warrant - 13,091,160 - - 13,091,160 Total 9,474,091 189,182,645 (8,200,000 ) (100,000 ) 190,356,736 Warrant class Outstanding December 31, 2018 Issued Exercised Expired Outstanding December 31, 2019 Class K Warrants 7,200,000 - - - 7,200,000 Class L Warrants 57,258,339 - (57,133,339 ) (125,000 ) - Class N Warrants 30,451,815 - (29,951,815 ) (500,000 ) - Class O Warrants 7,929,091 - (6,549,090 ) (470,910 ) 909,091 Class P Warrants - 1,365,000 - - 1,365,000 Series A Warrants 1,155,682 - (1,092,936 ) (62,746 ) - Total 103,994,927 1,365,000 (94,727,180 ) (1,158,656 ) 9,474,091 A summary of the warrant exercise price per share and expiration date as of December 31, 2020 is as follows: Exercise Expiration date Class E Warrants $ 0.25 August 2023 Class O Warrants 0.11 January 2022 Class P Warrants 0.20 June 2024 LGH Warrant 0.01 June 2025 NH Expansion Warrant 0.01 August 2030 Except for the LGH Warrants, the fair value of the common stock purchase warrants is estimated on the date of grant using the Black-Scholes option pricing model which approximates the binomial model, using the following weighted average assumptions for the year ended December 31, 2020: Weighted average contractual terms in years 1.3 Weighted average risk free interest rate 0.15 % Weighted average volatility 92.76 % The LGH Warrants were valued at the ratchet date of August 6, 2020 using the binomial/lattice model. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 14. Warrant Liabilities On August 6, 2020, the Company, issued 132,816,250 warrants to investors and the placement agent in connection with a private placement offering (Note 12). Additionally, on that date, the Company issued 13,091,160 NH Expansion Warrants to the holder of the Senior Secured Notes (Note 12) and 8,275,235 warrants to settle certain outstanding debt (Note 11). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the common stock included in the public share offering. The Company, not having sufficient authorized common shares at the time of issuance, in the event that all of the warrants were exercised, required the reclassification of 112,210,902 warrants from the August 6, 2020 private placement as a warrant liability. On December 30, 2020 the shareholders of the Company authorized sufficient additional share and the Company at that time re-valued 64,119,742 of these shares and reclassified them as equity. A summary of the warrant liability activity for the year ended December 31, 2020 is as follows: Warrant Liability Warrants Outstanding Fair Value per Share Fair Value Balance December 31, 2019 - $ - $ - Warrants classified as liabilities 112,210,902 0.11 11,955,454 Warrants reclassifed as Equity (64,119,742 ) 0.10 (6,292,695 ) Loss on remeasurement of warrant liability 3,192,620 Balance December 31, 2020 48,091,160 $ 0.18 $ 8,855,379 NH Expansion Warrants -- “Distinguishing Liabilities from Equity” The derivative liability for the NH Expansion Warrants is considered a Level 3 liability on the fair value hierarchy as the determination of fair value includes various assumptions about future activities and the Company’s stock prices and historical volatility as inputs. The fair value of the NH Expansion Warrants derivative liability was measured using the Black Scholes option pricing model. Given the plain vanilla nature of the NH Expansion Warrant terms, including the absence of any exercise contingencies, the Black Scholes Merton model sufficiently captures the terms of the NH Expansion Warrant as inputs to the valuation and produces a value that is not materially different from a binomial/lattice model. Significant inputs into the model at the inception and December 31, 2020 are as follows: Black Scholes option pricing model Issuance date (1) December 31, 2020 Exercise Price (1) $ 0.01 $ 0.01 Warrant Expiration Date (1) August 6, 2030 August 6, 2030 Interest Rate (annual) (2) 0.21 % 0.65 % Volatility (annual) (3) 102.09 % 143.94 % Time to Maturity (Years) 10 9.6 Calculated fair value per share $ 0.2330 $ 0.1891 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company dated August 6, 2020. (2) Interest rate for U.S. Treasury Bonds, as of August 6, 2020 and each presented period ending date, as published by the U.S. Federal Reserve. (3) Based on the historical daily volatility of the Company as of August 6, 2020 and each presented period ending date. LGH Warrants – Due to the ratchet provision of the LGH Warrants, the Company determined that these warrants meet the definition of a derivative liability. Pursuant to this conclusion, the LGH Warrant was recorded as derivative liability In accordance with the accounting guidance, 35,000.000 of the outstanding LGH Warrants were recognized as a warrant liability on the Consolidated Balance Sheets and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as a component of other income in the Consolidated Statements of Comprehensive Loss. The fair value of the LGH Warrant liabilities was determined using the binomial pricing model at the insurance date. The Black Sholes model was used to determine the fair value at the ratchet date and at December 31,2020. Significant inputs into the model at the date of issuance, the ratchet date and December 31, 2020 are as follows: Issuance date (1) Ratchet Date Binomial June 5, 2020 August 6, 2020 December 31, 2020 Exercise Price (1) $ 0.35 $ 0.01 $ 0.01 Warrant Expiration Date (1) June 5, 2025 June 5, 2025 June 5, 2025 Interest Rate (annual) (2) 0.29 % 0.20 % 0.36 % Volatility (annual) (3) 107 % 103 % 99 % Time to Maturity (Years) 5 4.83 4.43 Calculated fair value per share $ 0.25 $ 0.24 $ 0.18 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company dated August 6, 2020. (2) Interest rate for U.S. Treasury Bonds, as of August 6, 2020 and each presented period ending date, as published by the U.S. Federal Reserve. (3) Based on the historical daily volatility of the Company as of August 6, 2020 and each presented period ending date. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 15. Leases The following is a summary of the Company’s ROU assets and lease liabilities at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Operating Financing Total Operating Financing Leases Total Right of use assets $ 724,604 $ 643,517 $ 1,368,121 $ 476,029 $ 451,561 $ 927,590 Less: Accumulated amortization (339,032 ) (234,258 ) (573,290 ) (152,368 ) (33,473 ) (185,841 ) Right of use assets, net $ 385,572 $ 409,259 $ 794,831 $ 323,661 $ 418,088 $ 741,749 Lease liabilities $ 414,668 $ 427,429 $ 842,097 $ 359,047 $ 392,874 $ 751,921 Less: current portion (257,124 ) (193,663 ) (450,787 ) (173,270 ) (121,634 ) (294,904 ) Lease Liabilities $ 157,544 $ 233,766 $ 391,310 $ 185,777 $ 271,240 $ 457,017 Total lease costs for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Finance lease costs: Amortization of right-of-use assets $ 200,785 $ 33,473 Interest on lease liabilities 58,804 60,863 Operating lease costs 296,686 157,395 Total lease costs $ 556,275 $ 251,731 The following summarizes cash paid for amounts included in the measurement of lease liabilities as well as the related right-of-use assets obtained for the years ended December 31, 2020 and 2019: 2020 2019 Cash paid for amouonts included in measurement of lease liabilities: Operating cash flows from finance leases $ (210,333 ) $ (84,440 ) Operating cash flows from operating leases $ (302,976 ) $ (165,403 ) Financing cash flows from finance leases $ 186,083 $ 416,451 Right-of-use assets obtained in exchange for new finance lease liabilities $ 191,956 $ 451,561 Right-of-use assets obtained in exchange for new operating lease liabilities $ 248,575 $ 476,029 Operating Leases - As part of its August 6, 2020 acquisition, the Company became party to second lease agreement for office space for office, research and development, quality control and warehouse space which expires August 31, 2023. Under the terms of the lease, the Company pays monthly rent of $7,051, with escalation of approximately 2% on May 1 of each lease year. Also on August 6, 2020, the Company became party to a lease for office equipment that requires monthly payments of $669 through May 31, 2025. As of December 31, 2020, the maturities of the Company’s operating lease liability which have initial or remaining lease terms in excess of one year consist of the following: Year ending December 31, Amount 2021 $ 279,279 2022 93,502 2023 65,010 2024 8,028 2025 3,345 Total lease payments 449,164 Less: Present value adjustment (34,496 ) Lease liability $ 414,668 As of December 31, 2020, the Company’s operating lease had a weighted average remaining lease term of 2.1 years and a weighted average discount rate of 9.9%. Rent expense for the year ended December 31, 2020 and 2019 was $296,686 and $157,395, respectively. Financing Lease - As of December 31, 2020, the maturities of the Company’s financing lease liability which have initial or remaining lease terms in excess of one year consist of the following: Year ending December 31, Amount 2021 $ 234,593 2022 199,793 2023 18,388 Total lease payments 452,774 Less: Present value adjustment (25,345 ) Lease liability $ 427,429 As of December 31, 2020, the Company’s financing leases had a weighted average remaining lease term of 2.0 years based on annualized base payments expiring through 2023 and a weighted average discount rate of 13.2%. As of December 31, 2020, the Company did not have additional operating or financing leases that have yet commenced. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Common Stock [Abstract] | |
Common Stock | 16. Common Stock On July 23, 2020, in connection with the Company’s 2020 Annual Meeting of Stockholders, the Company’s stockholders approved, among other matters, an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 355,000,000 to 600,000,000. Also on July 23, 2020, the Company’s stockholders approved the Company to amend the Company’s Articles of Incorporation to effect a reverse split of the Company’s outstanding common stock at a ratio of between 1-for-10 and 1-for-50, with the exact ratio to be determined by the board of directors of the Company in its sole discretion. The Company has not yet effected a reverse split of its stock. On December 30, 2020, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of its common stock, par value $0.001 per share, to 800,000,000, and the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended with the Secretary of State of the State of Nevada on December 30, 2020 to reflect this amendment, which became effective on December 30, 2020. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Preferred Stock [Abstract] | |
Preferred Stock | 17. Preferred Stock On January 31, 2020, the Company filed a Certificate of Designation of Preferences, Right and Limitations of Series C Convertible Preferred Stock of the Company with the Nevada Secretary of State which amended our Articles of Incorporation to designate 90 shares of our preferred stock as Series C Convertible Preferred Stock. On February 6, 2020, the Company entered into a Series C Preferred Stock Purchase Agreement (the “Series C Purchase Agreement”) with certain accredited investors for the sale by the Company in a private placement of an aggregate of 90 shares of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share at a stated value equal to $25,000 per share, for an aggregate total purchase price of $2,250,000. On May 14, 2020, the Company filed a Certificate of Designation of Preferences, Right and Limitations of Series D Convertible Preferred Stock of the Company with the Nevada Secretary of State which amended our Articles of Incorporation to designate eight shares of our preferred stock as Series D Convertible Preferred Stock. On May 14, 2020, the Company entered into a Series D Preferred Stock Purchase Agreement (the “Series D Purchase Agreement”) with certain accredited investors for the sale by the Company in a private placement of an aggregate of eight shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share at a stated value equal to $25,000 per share (the “Series D Preferred Stock”), for an aggregate total purchase price of $200,000. Subject to the terms of the Certificates of Designation, each share of Series C Preferred Stock and Series D Preferred Stock is convertible into shares of common stock of the Company at a rate equal to the stated value of such share of Series C Preferred Stock and Series D Preferred Stock of $25,000, divided by the conversion price of $0.14 per share (subject to adjustment from time to time upon the occurrence of certain events as described in the Certificate of Designation). The Certificates of Designation became effective upon filing with the Secretary of State of the State of Nevada. If all outstanding shares of Series C Preferred Stock and Series D Preferred Stock were converted into common stock at the original conversion rate, such shares would convert into an aggregate of 17,500,000 shares of common stock. On September 20, 2020, the Series C and D holders converted their preferred shares into 17,499,958 shares of common stock. |
Equity transactions
Equity transactions | 12 Months Ended |
Dec. 31, 2020 | |
Equity transactions [Abstract] | |
Equity transactions | 18. Equity transactions Warrant Exercises - During the year ended December 31, 2020, the Company issued 7,200,000 shares of common stock to a related party upon the exercise of Class K Warrants upon the conversion of accrued interest related to a note payable, related party totaling $636,000, as described in Note 11. During the year ended December 31, 2019, the Company issued 19,116,934 shares of common stock upon the exercise of 19,116,934 Class L Warrants, Class O Warrants, Class N Warrants and Series A Warrants to purchase shares of stock under the terms of the respective warrant agreements, in exchange for $1,758,142 in cash proceeds. During the year ended December 31, 2019, the Company issued 21,167,488 shares of Common Stock upon the exercise of 21,167,488 Class L Warrants, Class O Warrants, Class N Warrants and Series A Warrants to purchase shares of stock under the terms of the respective warrant agreements, in exchange for $1,827,315 in customer deposits and $36,500 in accounts payable. Cashless Warrant Exercises - During the year ended December 31, 2019, the Company issued 450,000 shares of Common Stock on a cashless basis upon the exercise of 450,000 Class L Warrants to purchase shares of stock under the terms of the respective warrant agreements. The Common Stock was issued on a cashless basis as a result of an email breach in March 2019. The warrant holder sent the funds to an incorrect bank account because of the email breach and the Company elected to waive the requirement to cash exercise and allowed the warrant holder to net exercise. Conversion of liabilities – During the year ended December 31, 2020, the Company issued 2,250,000 shares of common stock upon the conversion of short-term notes payable in the principal and accrued interest amount of $210,000 pursuant to the terms of the short-term notes. During the year ended December 31, 2020, the Company issued 15,475,235 shares of common stock to a related party upon the conversion of accrued interest related to a note payable, related party totaling $2,291,047, as described in Note 11. During the year ended December 31, 2019, the Company issued 38,581,030 shares of Common Stock upon the exercise of 35,677,272 Class L Warrants, Class N Warrants and Series A Warrants, under the terms of the respective warrant agreements and 2,903,758 upon the conversion of interest and bonus shares pursuant to the terms of the short term note payable. The other warrant exercise constituted the conversion of short term note payable in the outstanding amount of $3,559,542 with the receipt of notices of Class L, Class N and Series A warrant exercises, all pursuant to the terms of the short term note payable. During the year ended December 31, 2019, the Company issued 26,666,487 shares of Common Stock due upon exercise of the conversion of convertible promissory notes in the principal and interest amount of $2,933,313 with the receipt of notices of conversion, all pursuant to the terms of the convertible promissory notes. During the year ended December 31, 2019, the Company issued 7,020,455 shares of Common Stock due upon exercise of 6,795,455 Class L and Class N Warrants and 225,000 upon the conversion of bonus share pursuant to the terms of the conversion of line of credit, related parties in the principal amount of $680,000 with the receipt of notices of conversion. Conversion of advances from related parties - Consulting Agreement – During the year ended December 31, 2020, the Company entered into various consulting agreements for which the fees were paid with common stock. These consulting services related to investor relations, new product and business development and digital marketing. In exchange for these services, the Company issued 12,700,000 shares of common stock with a fair value of $2,546,192. The fair value of the shares issued was recorded as a non-cash general and administrative expense during the year ended December 31, 2020. PIPE Offering - In connection with the agreement, the Company also entered into a registration rights agreement with the purchasers, pursuant to which the Company has agreed to file a registration statement with the SEC by April 30, 2020. To-date, the shares have not been registered. During the year ended December 31, 2019, the Company issued 20,000,711 shares of common stock in conjunction with this offering and received $2,800,100 in cash proceeds. On December 11, 2019, the Company entered into a common stock Purchase Agreement with certain investors for the sale by the Company in a private placement of an aggregate of up to 21,071,143 shares of its common stock at a purchase price of $0.14 per share. During the year ended December 31, 2020, the Company issued 1,071,428 shares of common stock in conjunction with this offering and received $150,000 in cash proceeds. On August 6, 2020, the Company entered into a Securities Purchase Agreement in connection with the acquisition of UltraMIST, as discussed in Note 5, and issued 123,550,000 shares of common stock and accompanying Class E Warrants to purchase up to an additional 123,550,000 shares of common stock to certain investors for an aggregate purchase price of $0.20 per share of common stock and accompanying Warrant. It also issued Class E Warrants to a third-party placement agent to purchase up to 9,266,250 shares of common stock on the same terms as the Warrants. The Warrants have an exercise price of $0.25 per share and a three-year term. The private placement generated net proceeds of $21,456,468. The shares of common stock issued in the private placement have a par value of $0.001, resulting in an increase to common stock of $123,550. Since at the date of issuance the Company did not have a sufficient number of authorized shares to reserve for the number of warrants and conversion options outstanding, the Company recorded a liability of $7,306,165 for the fair value of the Warrants that were in excess of the available authorized shares. The Company recorded the residual amount of $12,682,516 from the net proceeds to stockholders’ equity. Inducement Shares - Stock Option Exercise - Litigation Settlement - |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Contingencies [Abstract] | |
Contingencies | 19. Contingencies Litigation - |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related party transactions [Abstract] | |
Related party transactions | 20. Related party transactions On February 13, 2018, the Company entered into an Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs with Premier Shockwave Wound Care, Inc., a Georgia Corporation (“PSWC”), and Premier Shockwave, Inc., a Georgia Corporation (“PS”). The agreement provides for the purchase by PSWC and PS of dermaPACE System and related equipment sold by the Company and includes a minimum purchase of 100 units over 3 years. The agreement grants PSWC and PS limited but exclusive distribution rights to provide dermaPACE Systems to certain governmental healthcare facilities in exchange for the payment of certain royalties to the Company. Under the agreement, the Company is responsible for the servicing and repairs of such dermaPACE Systems and equipment. The agreement also contains provisions whereby in the event of a change of control of the Company (as defined in the agreement), the stockholders of PSWC have the right and option to cause the Company to purchase all of the stock of PSWC, and whereby the Company has the right and option to purchase all issued and outstanding shares of PSWC, in each case based upon certain defined purchase price provisions and other terms. The agreement also contains certain transfer restrictions on the stock of PSWC. Each of PS and PSWC is owned by A. Michael Stolarski, a member of the Company’s board of directors and an existing shareholder of the Company. For the year ended December 31, 2020, the Company recorded $45,019 in product revenue from this related party. The contract liabilities balance includes a balance of $69,772 from this related party. For the year ended December 31, 2019, the Company recorded $253,013 in product revenue from this related party. The contract liabilities balance at December 31, 2019 includes a balance of $117,152 from this related party. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2020 | |
Stock-based compensation [Abstract] | |
Stock-based compensation | 21. Stock-based compensation On November 1, 2010, the Company approved the Amended and Restated 2006 Stock Incentive Plan of SANUWAVE Health, Inc. effective as of January 1, 2010 (the “Stock Incentive Plan”). The Stock Incentive Plan permits grants of awards to selected employees, directors and advisors of the Company in the form of restricted stock or options to purchase shares of common stock. Options granted may include non-statutory options as well as qualified incentive stock options. The Stock Incentive Plan is currently administered by the board of directors of the Company. The Stock Incentive Plan gives broad powers to the board of directors of the Company to administer and interpret the particular form and conditions of each option. The stock options granted under the Stock Incentive Plan are non-statutory options which generally vest over a period of up to three years and have a ten-year term. The options are granted at an exercise price determined by the board of directors of the Company to be the fair market value of the common stock on the date of the grant. As of December 31, 2020 and 2019, the Stock Incentive Plan reserved a total of 35,000,000 and 35,000,000, respectively, shares of common stock for grant. The following is a summary of the activity of the Stock Incentive Plan for the years ended December 31, 2020 and 2019: Options Weighted Average Exercise Price per share Range of Option Exercise Price per share Aggregate Intrinsic Value Weighted Average Remaining Contractural Life Outstanding at December 31, 2018 31,703,385 $ 0.29 $ 0.04 - $2.00 $ 2,085,866 7.40 Granted 2,700,000 0.15 Exercised - - Forfeited or expired (100,000 ) 0.11 Outstanding at December 31, 2019 34,303,385 0.28 $ 0.04 - $2.00 $ 981,088 6.62 Granted 100,000 0.26 Exercised (325,000 ) 0.15 Forfeited or expired (2,140,000 ) 0.71 Outstanding at December 31, 2020 31,938,385 0.26 $ 0.04 - $1.98 $ 1,372,116 5.94 Vested and exercisable at December 31, 2020 31,588,385 $ 0.28 $ 0.04 - $1.98 $ 1,368,616 5.94 On December 31, 2020, there were 3,061,615 shares of common stock available for grant under the Stock Incentive Plan. During the year ended December 31, 2020, the Company granted to employees, members of the board of directors and members of the Company’s Medical Advisory Board options to purchase an aggregate of 100,000 shares of common stock under a previously issued incentive plan. The options have an exercise price of $0.26 per share for an aggregate grant date value of approximately $21,900. The options vested upon issuance and have a term of ten years. During the year ended December 31, 2019, the Company granted to employees, members of the board of directors and members of the Company’s Medical Advisory Board options to purchase an aggregate of 2,700,000 shares of common stock under a previously issued incentive plan. The options have an exercise price between $0.14 and $0.18 per share for an aggregate grant date value of approximately $333,422. The options vested upon issuance and have a term of ten years. The range of exercise prices for options was $0.04 to $1.98 for options outstanding at December 31, 2020 and $0.04 to $2.00 at December 31, 2019. The aggregate intrinsic value for outstanding options was $1,372,116 and $981,088 at December 31, 2020 and 2019, respectively. The aggregate intrinsic value for all vested and exercisable options was $1,368,616 and $981,088 at December 31, 2020 and 2019, respectively. The weighted average remaining contractual term for outstanding exercisable stock options is 5.94 years and 6.62 years as of December 31, 2020 and 2019, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions for the years ended December 31, 2020 and 2019: 2020 2019 Weighted average expected life in years 5.00 5.00 Weighted average volatility 124.38 % 131% - 189 % Weighted average risk free interest rate 1.59 % 1.54% - 2.15 % Expected dividend yield 0.0 % 0.0 % For the years ended December 31, 2020 and 2019, the Company recognized $21,900 and $333,422, respectively, as compensation cost related to options granted. The compensation cost is included in operating expenses in the accompanying Consolidated Statements of Comprehensive Loss. As of December 31, 2020 and 2019, there are no unamortized compensation costs related to options granted. |
Joint ventures
Joint ventures | 12 Months Ended |
Dec. 31, 2020 | |
Joint ventures [Abstract] | |
Joint ventures | 22. Joint ventures On September 21, 2018, the Company entered into a joint venture agreement with Johnfk Medical Inc. (“FKS”) setting forth the terms of the operation, management and control of a joint venture entity, incorporated in the Republic of Singapore, for the manufacture, sale and distribution of the Company’s dermaPACE and orthoPACE devices. Under the terms of the agreement, FKS paid the Company a fee of $500,000 on June 22, 2018 for the initial distribution rights in Taiwan. An additional fee of $500,000 for initial distribution rights in the southeast Asia region was to be received in installments. The first two installments of $50,000 were received and the remaining $400,000 was expected to be received in April 2019. On June 4, 2019, the Company and FKS terminated their joint venture agreement. FKS paid the Company a fee of $50,000 for early termination of the agreement plus $63,275 in outstanding invoices for equipment delivered to FKS. The $400,000 fee the Company anticipated receiving from FKS under the terms of the agreement was not received. Pursuant to the termination agreement, FKS was to pay the outstanding amount of $63,275 for equipment delivered to FKS and a penalty fee of $50,000 for early termination of the joint venture agreement. The early termination fee was received in 2019. We credited the outstanding amount of $63,275 due for equipment upon the return of the equipment on September 6, 2019. On December 13, 2019, the Company entered into a joint venture agreement (the “Agreement”) with Universus Global Advisors LLC, a limited liability company organized under the laws of the State of Delaware (“Universus”), Versani Health Consulting Consultoria em Gestão de Negócios EIRELI, an empresa individual de responsabilidade limitada organized under the laws of Brazil (“Versani”), Curacus Limited, a private limited company organized under the laws of England and Wales (“Curacus”), and certain individual citizens of Brazil and the Czech Republic (the individuals together with Curacus, the “IDIC Group”). The principal purpose of the joint venture company will be to manufacture, import, use, sell, and distribute, on an exclusive basis in Brazil, dermaPACE devices and wound kits consisting of a standard ultrasound gel and custom size sterile sleeves used for the treatment of various acute and chronic wounds using extracorporeal shockwave therapy technology. The joint venture company will also provide treatments related to the dermaPACE devices. The IDIC Group has agreed to pay to the Company a partnership fee in the total amount of $600,000 for the granting of exclusive territorial rights to the joint venture company to distribute the dermaPACE devices and wound kits in Brazil. The $600,000 joint venture fee was received and recognized as nonoperating income during the year ended December 31, 2020. The IDIC Group will also have the right to receive prioritized dividends until full reimbursement of the partnership fee and expenses incurred in the formation of the joint venture company, which are required to be paid by the IDIC Group. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income taxes [Abstract] | |
Income taxes | 23. Income taxes The Company files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. The Company is subject to United States federal and state income tax examinations by tax authorities for any years that have net operating losses open until the net operating losses are used. The components of the net loss before income taxes for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Domestic $ (30,945,249 ) $ (10,595,457 ) Foreign 8,216 165,618 Net loss before income taxes $ (30,937,033 ) $ (10,429,839 ) In accordance with ASC Topic 740, Income Taxes On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. The CARES Act did not have a material impact on the Company. The income tax provision (benefit) from continuing operations consists of the following at December 31, 2020 and 2019: 2020 2019 Current: Federal $ - $ - State - - Foreign - - - - Deferred: Federal (5,420,438 ) (2,300,997 ) State (964,218 ) (409,313 ) Foreign 1,577 (3,676 ) Change in valuation allowance 6,383,079 2,713,986 $ - $ - At December 31, 2020 and 2019, the Company did not have any undistributed earnings of our foreign subsidiaries. As a result, no additional income or withholding taxes have been provided for. The Company does not anticipate any impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”) and as such, the Company has not recorded any impact associated with either GILTI or BEAT. The income tax provision (benefit) amounts differ from the amounts computed by applying the United States federal statutory income tax rate of 21% for the years ended December 31, 2020 and 2019 to pretax loss from operations as a result of the following for the years ended December 31, 2020 and 2019: 2020 2019 Tax expense (benefit) at statutory rate $ (6,498,502 ) $ (2,071,322 ) Increase (reduction) in income taxes resulting from: State income taxes (benefit), net of federal benefit (913,233 ) (291,082 ) Non-deductible gain on warrant adjustment valuation 670,450 (47,810 ) Income from foreign subsidiaries 1,725 (2,595 ) Change in valuation allowance 6,383,079 2,713,986 Other 356,481 (301,177 ) Income tax expense (benefit) $ - $ - The tax effects of temporary differences that give rise to the deferred tax assets at December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 28,047,903 $ 23,727,093 Net operating loss carryforwards - foreign 18,649 20,227 Excess of tax basis over book value of property and equipment 7,754 4,240 Excess of tax basis over book value of intangible assets 1,811,264 73,705 Stock-based compensation 1,613,258 1,607,841 Accrued employee compensation 426,514 357,869 Captialized equity costs 49,471 49,471 Net change in reserve accounts 287,035 38,323 32,261,848 25,878,769 Valuation allowance (32,261,848 ) (25,878,769 ) Net deferred tax assets $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers, whether it is “more likely than not”, that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2020 and 2019. The Company’s ability to use its net operating loss carryforwards could be limited and subject to annual limitations. Since a full analysis under Section 382 of the Internal Revenue Code has not been performed, the Company may realize a “more than 50% change in ownership” which could limit its ability to use its net operating loss carryforwards accumulated to date to reduce future taxable income and tax liabilities. Additionally, because United States tax laws limit the time during which net operating loss carryforwards may be applied against future taxable income and tax liabilities, the Company may not be able to take advantage of all or portions of its net operating loss carryforwards for federal income tax purposes. The federal and state net operating loss carryforwards of approximately $77.9 million from years ending December 31, 2005 through December 31, 2017 will begin to expire in 2025. The federal and state net operating loss carryforward for the years ended December 31, 2018 through 2020 of approximately $36.3 million will not expire. The foreign net operating loss carryforward at December 31, 2020 of $0.1 million will begin to expire in 2024. A provision of ASC 740 specifies that companies are to account for uncertainties in income tax reporting, and prescribes a methodology for recognizing, reversing, and measuring the tax benefits of a tax position taken, or expected to be taken, in a tax return. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions would “more-likely-than-not” be sustained if challenged by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s Consolidated Financial Statements as of December 31, 2020 and 2019. The Company does not expect any significant changes in the unrecognized tax benefits within twelve months of the reporting date. The Company will recognize in income tax expense, interest and penalties related to income tax matters. For the years ended December 31, 2020 and 2019, the Company did not have any amounts recorded for interest and penalties. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent events [Abstract] | |
Subsequent events | 24. Subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Cashless Warrant exercise Second SBA loan – All or a portion of the Second PPP Loan may be forgiven by the SBA upon application by the Company beginning 60 days but not later than 120 days after loan approval and upon documentation of expenditures in accordance with the SBA requirements. The ultimate forgiveness of the Second PPP Loan is also contingent upon regulatory authorities concurring with management’s good faith assessment that the current economic uncertainty made the loan request necessary to support ongoing operations. If, despite the Company’s good-faith belief that given the circumstances the Company satisfied all eligibility requirements for the Second PPP Loan, the Company is later determined to have violated any applicable laws or regulations or it is otherwise determined that the Company was ineligible to receive the Second PPP Loan, the Company may be required to repay the Second PPP Loan in its entirety and/or be subject to additional penalties. In the event the Second PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. Under the terms of the Second PPP Loan, the Company may be eligible for full or partial loan forgiveness in the fourth quarter of 2021. April 2021 Securities Purchase Agreement and Warrants- Leviston Leviston Leviston Leviston As noted above, on April 20, 2021, the Company issued the Leviston Leviston Leviston Leviston The Leviston Note contains customary events of default and covenants, including limitations on incurrences of indebtedness and liens. Pursuant to the Leviston Leviston Leviston The rights of Leviston Leviston Leviston In connection with the Leviston Leviston Leviston Leviston Leviston Leviston Supplier disputes As part of the Asset Purchase Agreement on August 6, 2020, the Company assumed obligations for a purchase order from Celularity related to purchases of UltraMist devices from its supplier, Minnetronix. This purchase order had a remaining purchase commitment of $1,058,170. The purchase order also calls for production delay fees of 1.25% of the committed inventory if the Company delays production. There is also a cancelation clause of 20% of the remaining balance in the event that the Company delays production for more than six months. On September 23, 2021, Minnetronix notified the Company that it was cancelling the purchase order for the Ultramist devices as a result Company delaying production of Ultramist systems more than six months. This notification includes fees and charges for the cancellation of the purchase order of an additional $319,746. The Company expects to be able to resume production upon paying this obligation. While the Company is disputing certain aspects of this termination notice and is continuing to engage with Minnetronix regarding resolution of this matter, including reinstatement of the purchase order, there is no guarantee that the dispute will be resolved in a manner beneficial to the Company or at all. Non-payments of convertible notes payable issued in August 2020 and maturing August 2021 The HealthTronics Note matured on August 6, 2021 and was not repaid. The Company’s failure to pay the outstanding principal balance when due constituted an event of default under the terms of the HealthTronics Note and, accordingly, it began accruing additional interest of 2.0% in addition to the 12.0% initial rate, as of the date of the default. The Stolarski Note matured on August 6, 2021 and was not repaid. The Company’s failure to pay the outstanding principal balance when due constituted an event of default under the terms of the Stolarski Note and, accordingly, it began accruing additional interest of 2.0% in addition to the 12.0% initial rate, as of the date of the default The Seller Note matured on August 6, 2021 and was not repaid. The Company’s failure to pay the outstanding principal balance when due constituted an event of default under the terms of the Seller Note and, accordingly, it began accruing additional interest of 5.0% in addition to the 12.0% initial rate, as of the date of the default. August 2021 forgiveness of May 2020 SBA loan – Senior Secured note non-compliance – Secured September 2021 Securities Purchase Agreement and Warrants - Pursuant to each September 2021 Purchase Agreement, the Company entered into a security agreement in favor of the applicable September 2021 Purchaser, securing the Company’s obligations under the applicable September 2021 Note. The rights of each September 2021 Purchaser to receive payments under its Note are subordinate to the rights of NH Expansion pursuant to a subordination agreement, that the Company and such September 2021 Purchaser entered into with NH Expansion on September 3, 2021, in connection with the September 2021 Private Placement (the “Subordination Agreement”). In connection with each September 2021 Purchase Agreement, the Company entered into a registration rights agreement with the September 2021 Purchasers on September 3, 2021 (the “Registration Rights Agreement”) pursuant to which the Company has agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission no later than ninety (90) days following the Closing Date for the registration of 100% of the maximum number of the shares issuable upon conversion of the Notes and exercise of the September 2021 Warrants issued pursuant to such September 2021 Purchase Agreement (the “Registrable Securities”). The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until all Registrable Securities have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and otherwise without restriction or limitation pursuant to Rule 144 of the Securities Act, as determined by the counsel to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Estimates | Estimates Significant estimates include the recording of allowances for doubtful accounts, the net realizable value of inventory, useful lives of long-lived assets, fair value of goodwill and other intangible assets, the determination of the valuation allowances for deferred taxes, estimated fair value of stock-based compensation, and the estimated fair value of warrants. |
Cash | Cash |
Accounts receivable | Accounts receivable - |
Concentration of credit risk and limited suppliers | Concentration of credit risk and limited suppliers As of December 31, 2020, receivables from Celularity (see Note 5) constituted approximately 46% of our accounts receivable balance. No other distributors or partners made up more than 10% of the Company’s revenues for the year ended December 31, 2020 or more than 10% of the Company’s accounts receivables as of December 31, 2020. Three distributors and partners accounted for 18%, 15% and 12% of revenues for the year ended December 31, 2019, and 0%, 0% and 22% of accounts receivable at December 31, 2019. The Company depends on suppliers for product component materials and other components that are subject to stringent regulatory requirements. The Company currently purchases most of its product component materials from single suppliers and the loss of any of these suppliers could result in a disruption in our production. If this were to occur, it may be difficult to arrange a replacement supplier because certain of these materials may only be available from one or a limited number of sources. In addition, our suppliers could be disrupted by conditions related to COVID-19 or other epidemics. Establishing additional or replacement suppliers for these materials may take a substantial period of time as these suppliers must be approved by regulatory authorities. Three of the Company’s suppliers accounted for 41%, 24% and 11% of the Company’s purchases, respectively, during the year ended December 31, 2020. During the year ended December 31, 2019, one supplier accounted for approximately 65% of the Company’s purchases. No other suppliers made up more than 10% of the Company’s purchases. |
Inventory | Inventory |
Property and equipment | Property and equipment – The costs of additions and betterments are capitalized and expenditures for repairs and maintenance, which do not extend the economic useful life of the related assets, are expensed. The straight-line method of depreciation is used for computing depreciation on property and equipment over the following estimated useful lives: Estimated Useful Life Machines and equipment 3 years Office and computer equipment 3 years Medical devices on rent 5 - 15 years Software 2 years Furniture and fixtures 3 years |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets — Intangibles-Goodwill and Other |
Impairment of long-lived assets | Impairment of long-lived assets – |
Leases | Leases – For leases where the Company is the lessee, Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases did not provide an implicit interest rate, the Company used the equivalent borrowing rate for a secured financing with the term of equal to the remaining life of the lease at inception. Any lease arrangements with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheet, and we recognize lease costs for these lease arrangements on a straight-line basis over the lease term. In the event a lease arrangement would provide us with options to exercise one or more renewal terms or to terminate the lease arrangement, we would include these options when we are reasonably certain to exercise them in the lease term used to establish our right of use assets and lease liabilities. None of our lease agreements include an option to purchase the leased asset, residual value guarantees, or material restrictive covenants. We have other lease arrangements that are adjusted periodically based on an inflation index or rate. The future variability of these payments and adjustments are unknown, and therefore they are not included as minimum lease payments used to determine our Right of Use (“ROU”) assets and lease liabilities. Variable rental payments are recognized in the period in which the obligation is incurred. |
Fair value of financial instruments | Fair value of financial instruments The Company utilizes the guidance of ASC Topic 820-10, Fair Value Measurements The ASC 820-10 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: • Level 1 - • Level 2 - • Level 3 - The Company recognizes all derivatives on the Consolidated Balance Sheet at fair value. The fair value of the warrant liability is determined based on a Black-Sholes model, which approximates the binomial approach pricing model and includes the use of unobservable inputs such as the expected term, anticipated volatility and risk-free interest rate, and therefore is classified within Level 3 of the fair value hierarchy. |
Preferred stock | Preferred stock Distinguishing Liabilities from Equity |
Sequencing policy | Sequencing policy Derivatives and Hedging |
Convertible instruments and liabilities related to warrants issued | Convertible instruments and liabilities related to warrants issued “Derivatives and Hedging” |
Warrants related to debt issued | Warrants related to debt issued – |
Beneficial conversion feature on convertible debt | Beneficial conversion feature on convertible debt - |
Segment information | Segment information |
Revenue Recognition | Revenue Recognition - “Revenue from Contracts with Customers” In accordance with ASC 606, we apply the following the five-step model: 1. Identify the contract(s) with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. 2. Identify the performance obligation(s) in the contract. If a contract promises to transfer more than one good or service to a customer, each good or service constitutes a separate performance obligation if the good or service is distinct or capable of being distinct. 3. Determine the transaction price. The transaction price is the amount of consideration to which we expect to be entitled in exchanging the promised goods or services to the customer. 4. Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one performance obligation, we allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which we expect to be entitled in exchange for satisfying each performance obligation. 5. Recognize revenue when (or as) the Company satisfies a performance obligation. For each performance obligation, we determine whether we satisfy the performance obligation at a point in time or over time. Appropriate methods of measuring progress include output methods and input methods. The Company recognizes revenue primarily from the following types of contracts: Product Sales and Accessory and Part Sales - Licensing Fees - Other Revenue - |
Shipping and handling costs | Shipping and handling costs - |
Research and development | Research and development - |
Stock-based compensation | Stock-based compensation - The expected life of options granted represent the period of time that options granted are expected to be outstanding and are derived from the contractual terms of the options granted calculated under the simplified method. The risk-free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of the grant. The expected volatility is based on the average volatility of the Company’s stock. The expected dividend yield is based on our historical dividend experience, however, since our inception, we have not declared dividends. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. Ultimately, the total expense recognized over the vesting period will equal the fair value of the awards that actually vest net of actual forfeitures during the period |
Comprehensive income (loss) | Comprehensive income (loss) – |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Debt—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 In December 2019, the FASB issued ASU 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Property, Plant and Equipment, Useful Life | The straight-line method of depreciation is used for computing depreciation on property and equipment over the following estimated useful lives: Estimated Useful Life Machines and equipment 3 years Office and computer equipment 3 years Medical devices on rent 5 - 15 years Software 2 years Furniture and fixtures 3 years |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Loss per share [Abstract] | |
Weighted Average Shares Outstanding | Accordingly, warrants issued with a $0.01 per share exercise price, are included in weighted average shares outstanding as follows: 2020 2019 Weighted average shares outstanding Common shares 359,880,132 203,588,106 Common shares issuable assuming excercise of nominally priced warrants 18,248,513 - Weighted average shares outstanding 378,128,645 203,588,106 |
Anti-dilutive Equity Securities | Anti-dilutive equity securities consist of the following at December 31, 2020 and 2019, respectively: 2020 2019 Common stock options 31,938,385 34,303,385 Common stock purchase warrants 142,265,576 9,474,091 Convertible notes payable 58,656,570 2,250,000 232,860,531 46,027,476 |
Asset Purchase Agreement (Table
Asset Purchase Agreement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Asset Purchase Agreement [Abstract] | |
Fair Value of Consideration Exchanged | The tables below present the consideration paid to Celularity and the fair value of the Assets acquired on August 6, 2020: Purchase Consideration Cash paid at closing $ 18,890,000 Cash paid pursuant to letter of intent 1,110,000 Note payable to seller 4,000,000 Total consideration $ 24,000,000 Fair Value of Net Assets Acquired Inventory $ 1,859,965 Property and equipment 436,815 Intangible assets (a) 14,443,425 Goodwill (b) 7,259,795 Total fair value of net assets acquired $ 24,000,000 (a) Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. At December 31, 2020, the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. (b) Goodwill represents the excess of the total purchase consideration over fair value of the assets recognized and represents the future economic benefits that we believe will result from combining the operations of SANUWAVE and UltraMIST, including expected future synergies and operating efficiencies. Goodwill resulting from the Transaction has been assigned to the Company’s lone operating segment. Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. The goodwill recognized is expected to be deductible for income tax purposes. |
Estimates of Fair Value of Assets Acquired | Intangible Assets Fair Value Useful Life (Years) Customer relationships - UltraMIST $ 3,820,000 7 Customer relationships - Biologics 7,618,100 7 Patent 2,311,825 19 Trade names 693,500 19 Total intangible assets $ 14,443,425 |
Pro forma Information | The pro forma financial information does not reflect revenue opportunities and cost savings which the Company expected to realize as a result of the acquisition or estimates of charges related to the integration activity. Year Ended December 31, (unaudited) 2020 2019 Total revenues $ 7,832,221 $ 9,003,555 Net Loss (35,533,724 ) (15,222,591 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory [Abstract] | |
Inventory | Inventory consists of the following at December 31, 2020 and 2019: 2020 2019 Inventory - finished goods $ 1,145,737 $ 357,265 Inventory - parts and accessories 1,810,607 185,690 Total inventory $ 2,956,344 $ 542,955 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property and equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following at December 31, 2020 and 2019: 2020 2019 Machines and equipment 278,133 281,633 Office and computer equipment 244,483 201,841 Medical devices on rent 513,336 81,059 Software 38,127 38,127 Furniture and fixtures 22,929 22,929 Other assets 2,532 2,258 Total 1,099,540 627,847 Accumulated depreciation (628,559 ) (533,893 ) Net property and equipment $ 470,981 $ 93,954 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Other Intangible Assets [Abstract] | |
Carrying Value of Goodwill and Other Intangible Assets | Changes in the carrying value of goodwill and other intangible assets during the year ended December 31, 2020 consist of the following activity: December 31, Celularity Acquisition (Note 5) Amortization Impairment December 31, 2020 Goodwill $ 7,259,795 $ 7,259,795 Intangible assets subject to amortization: Customer relationships - UltraMIST $ - $ 3,820,000 $ (217,112 ) $ - 3,602,888 Customer relationships - Biologics - 7,618,100 (432,980 ) (7,185,120 ) - Patents - 2,311,825 (48,408 ) - 2,263,417 Trade names - 693,500 (14,521 ) - 678,979 Other intangible assets $ - $ 14,443,425 $ (713,021 ) $ (7,185,120 ) $ 6,545,284 |
Future Amortization Expense | Future amortization expense is expected to be the following: Amortization Year ending December 31, 2021 $ 703,889 2022 703,889 2023 703,889 2024 703,889 2025 703,889 Thereafter 3,025,839 $ 6,545,284 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued expenses [Abstract] | |
Components of Accrued Expenses | Accrued expenses consist of the following at December 31, 2020 and 2019: 2020 2019 Outside services $ 346,895 $ 108,033 License fees 335,517 - Board of director’s fees 320,000 400,000 Registration penalties 263,750 - Commissions 238,730 - Legal and professional fees 196,614 134,970 Warranty reserve 180,000 - Inventory purchases 91,493 167,050 Other 153,769 147,056 $ 2,126,768 $ 957,109 |
Summary of Warranty Reserves | A summary of activity in the warranty reserves is as follows: Balance December 31, 2019 $ - Additions 180,000 Balance December 31, 2020 $ 180,000 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The following table presents revenue from contracts with customers for the years ended December 31, 2020 and 2019: Year ended December 31, 2020 Year ended December 31, 2019 United States International Total United States International Total Product $ 2,178,582 $ 88,677 $ 2,267,259 $ 277,527 $ 367,642 $ 645,169 Accessories and parts 1,549,969 88,028 1,637,997 - 12,021 12,021 License fees and other - 152,215 152,215 127,450 244,090 371,540 $ 3,728,551 $ 328,920 $ 4,057,471 $ 404,977 $ 623,753 $ 1,028,730 |
Contract Liabilities | As of December 31, 2020 and 2019, the Company has contract liabilities from contracts with customers as follows: December 31, December 31, Service agreement $ 69,772 $ 133,510 Partnership fee - 500,000 Other - 6,291 Total Contract liabilities 69,772 639,801 Non-Current (37,514 ) (573,224 ) Total Current $ 32,258 $ 66,577 |
Debt with related parties (Tabl
Debt with related parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt with related parties [Abstract] | |
Debt with Related Parties | Debt with related parties at December 31, 2020 and 2019 consisted of the following: 2020 2019 Convertible promissory notes (HealthTronics), related parties, in default $ 1,372,743 $ - Notes payable, related parties - 5,372,743 Convertible promissory notes (Stolarski), related parties, in default 223,511 Line of credit, related parties - 212,388 Advances from related parties 22,500 18,098 Total debt with related parties $ 1,618,754 $ 5,603,229 |
Debt with unaffiliated parties
Debt with unaffiliated parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt with unaffiliated parties [Abstract] | |
Debt with Unaffiliated Parties | Debt with unaffiliated parties at December 31, 2020 and 2019 consisted of the following: 2020 2019 Senior secured promissory note payable, in default $ 10,675,637 $ - Convertible promissory note payable, in default 4,000,000 - SBA loans 464,335 - Short term notes payable - 587,233 15,139,972 587,233 Less: current maturities including notes in default (14,996,344 ) (587,233 ) Debt with unafffiliated parties, long-term $ 143,628 $ - |
Senior Secured Promissory Note Payable, in Default | As of December 31, 2020, the Company was in default of the minimum liquidity provisions on the Senior Secured Note, and, as a result, it is classified in current liabilities in the accompanying Consolidated Balance Sheets. As a result of the default, the Company is accuring interest at the default interest note of an additional 5%. At issuance December 31, 2020 Senior secured promissory note payable, in default Principal $ 15,000,000 $ 15,000,000 Debt issuance costs (1,653,453 ) (1,520,110 ) Debt discount (3,050,240 ) (2,804,253 ) $ 10,296,307 $ 10,675,637 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
Warrant Activity | A summary of the warrant activity during the years December 31, 2020 and 2019 is as follows: Warrant class Outstanding December 31, 2019 Issued Exercised Expired Outstanding December 31, 2020 Class E Warrants - 141,091,485 - - 141,091,485 Class K Warrants 7,200,000 - (7,200,000 ) - - Class O Warrants 909,091 - - - 909,091 Class P Warrants 1,365,000 - (1,000,000 ) (100,000 ) 265,000 LGH Warrant - 35,000,000 - - 35,000,000 NH Expansion Warrant - 13,091,160 - - 13,091,160 Total 9,474,091 189,182,645 (8,200,000 ) (100,000 ) 190,356,736 Warrant class Outstanding December 31, 2018 Issued Exercised Expired Outstanding December 31, 2019 Class K Warrants 7,200,000 - - - 7,200,000 Class L Warrants 57,258,339 - (57,133,339 ) (125,000 ) - Class N Warrants 30,451,815 - (29,951,815 ) (500,000 ) - Class O Warrants 7,929,091 - (6,549,090 ) (470,910 ) 909,091 Class P Warrants - 1,365,000 - - 1,365,000 Series A Warrants 1,155,682 - (1,092,936 ) (62,746 ) - Total 103,994,927 1,365,000 (94,727,180 ) (1,158,656 ) 9,474,091 |
Warrant Exercise Price Per Share and Expiration Date | A summary of the warrant exercise price per share and expiration date as of December 31, 2020 is as follows: Exercise Expiration date Class E Warrants $ 0.25 August 2023 Class O Warrants 0.11 January 2022 Class P Warrants 0.20 June 2024 LGH Warrant 0.01 June 2025 NH Expansion Warrant 0.01 August 2030 |
Fair Value of Common Stock Purchase Warrants | Except for the LGH Warrants, the fair value of the common stock purchase warrants is estimated on the date of grant using the Black-Scholes option pricing model which approximates the binomial model, using the following weighted average assumptions for the year ended December 31, 2020: Weighted average contractual terms in years 1.3 Weighted average risk free interest rate 0.15 % Weighted average volatility 92.76 % |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrant Liabilities [Abstract] | |
Warrants Outstanding and Fair Values | A summary of the warrant liability activity for the year ended December 31, 2020 is as follows: Warrant Liability Warrants Outstanding Fair Value per Share Fair Value Balance December 31, 2019 - $ - $ - Warrants classified as liabilities 112,210,902 0.11 11,955,454 Warrants reclassifed as Equity (64,119,742 ) 0.10 (6,292,695 ) Loss on remeasurement of warrant liability 3,192,620 Balance December 31, 2020 48,091,160 $ 0.18 $ 8,855,379 |
Fair Value of Warrant Liabilities | Significant inputs into the model at the inception and December 31, 2020 are as follows: Black Scholes option pricing model Issuance date (1) December 31, 2020 Exercise Price (1) $ 0.01 $ 0.01 Warrant Expiration Date (1) August 6, 2030 August 6, 2030 Interest Rate (annual) (2) 0.21 % 0.65 % Volatility (annual) (3) 102.09 % 143.94 % Time to Maturity (Years) 10 9.6 Calculated fair value per share $ 0.2330 $ 0.1891 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company dated August 6, 2020. (2) Interest rate for U.S. Treasury Bonds, as of August 6, 2020 and each presented period ending date, as published by the U.S. Federal Reserve. (3) Based on the historical daily volatility of the Company as of August 6, 2020 and each presented period ending date. The fair value of the LGH Warrant liabilities was determined using the binomial pricing model at the insurance date. The Black Sholes model was used to determine the fair value at the ratchet date and at December 31,2020. Significant inputs into the model at the date of issuance, the ratchet date and December 31, 2020 are as follows: Issuance date (1) Ratchet Date Binomial June 5, 2020 August 6, 2020 December 31, 2020 Exercise Price (1) $ 0.35 $ 0.01 $ 0.01 Warrant Expiration Date (1) June 5, 2025 June 5, 2025 June 5, 2025 Interest Rate (annual) (2) 0.29 % 0.20 % 0.36 % Volatility (annual) (3) 107 % 103 % 99 % Time to Maturity (Years) 5 4.83 4.43 Calculated fair value per share $ 0.25 $ 0.24 $ 0.18 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company dated August 6, 2020. (2) Interest rate for U.S. Treasury Bonds, as of August 6, 2020 and each presented period ending date, as published by the U.S. Federal Reserve. (3) Based on the historical daily volatility of the Company as of August 6, 2020 and each presented period ending date. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of ROU Assets and Lease Liabilities | The following is a summary of the Company’s ROU assets and lease liabilities at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Operating Financing Total Operating Financing Leases Total Right of use assets $ 724,604 $ 643,517 $ 1,368,121 $ 476,029 $ 451,561 $ 927,590 Less: Accumulated amortization (339,032 ) (234,258 ) (573,290 ) (152,368 ) (33,473 ) (185,841 ) Right of use assets, net $ 385,572 $ 409,259 $ 794,831 $ 323,661 $ 418,088 $ 741,749 Lease liabilities $ 414,668 $ 427,429 $ 842,097 $ 359,047 $ 392,874 $ 751,921 Less: current portion (257,124 ) (193,663 ) (450,787 ) (173,270 ) (121,634 ) (294,904 ) Lease Liabilities $ 157,544 $ 233,766 $ 391,310 $ 185,777 $ 271,240 $ 457,017 |
Lease Costs | Total lease costs for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Finance lease costs: Amortization of right-of-use assets $ 200,785 $ 33,473 Interest on lease liabilities 58,804 60,863 Operating lease costs 296,686 157,395 Total lease costs $ 556,275 $ 251,731 |
Cash Paid for Amounts Included in Measurement of Lease Liabilities | The following summarizes cash paid for amounts included in the measurement of lease liabilities as well as the related right-of-use assets obtained for the years ended December 31, 2020 and 2019: 2020 2019 Cash paid for amouonts included in measurement of lease liabilities: Operating cash flows from finance leases $ (210,333 ) $ (84,440 ) Operating cash flows from operating leases $ (302,976 ) $ (165,403 ) Financing cash flows from finance leases $ 186,083 $ 416,451 Right-of-use assets obtained in exchange for new finance lease liabilities $ 191,956 $ 451,561 Right-of-use assets obtained in exchange for new operating lease liabilities $ 248,575 $ 476,029 |
Operating Leases, Maturities | As of December 31, 2020, the maturities of the Company’s operating lease liability which have initial or remaining lease terms in excess of one year consist of the following: Year ending December 31, Amount 2021 $ 279,279 2022 93,502 2023 65,010 2024 8,028 2025 3,345 Total lease payments 449,164 Less: Present value adjustment (34,496 ) Lease liability $ 414,668 |
Finance Lease, Maturities | As of December 31, 2020, the maturities of the Company’s financing lease liability which have initial or remaining lease terms in excess of one year consist of the following: Year ending December 31, Amount 2021 $ 234,593 2022 199,793 2023 18,388 Total lease payments 452,774 Less: Present value adjustment (25,345 ) Lease liability $ 427,429 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock-based compensation [Abstract] | |
Stock Incentive Plan Activity | The following is a summary of the activity of the Stock Incentive Plan for the years ended December 31, 2020 and 2019: Options Weighted Average Exercise Price per share Range of Option Exercise Price per share Aggregate Intrinsic Value Weighted Average Remaining Contractural Life Outstanding at December 31, 2018 31,703,385 $ 0.29 $ 0.04 - $2.00 $ 2,085,866 7.40 Granted 2,700,000 0.15 Exercised - - Forfeited or expired (100,000 ) 0.11 Outstanding at December 31, 2019 34,303,385 0.28 $ 0.04 - $2.00 $ 981,088 6.62 Granted 100,000 0.26 Exercised (325,000 ) 0.15 Forfeited or expired (2,140,000 ) 0.71 Outstanding at December 31, 2020 31,938,385 0.26 $ 0.04 - $1.98 $ 1,372,116 5.94 Vested and exercisable at December 31, 2020 31,588,385 $ 0.28 $ 0.04 - $1.98 $ 1,368,616 5.94 |
Weighted Average Assumptions | The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions for the years ended December 31, 2020 and 2019: 2020 2019 Weighted average expected life in years 5.00 5.00 Weighted average volatility 124.38 % 131% - 189 % Weighted average risk free interest rate 1.59 % 1.54% - 2.15 % Expected dividend yield 0.0 % 0.0 % |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income taxes [Abstract] | |
Components of Income Tax Expense (Benefit) | The components of the net loss before income taxes for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Domestic $ (30,945,249 ) $ (10,595,457 ) Foreign 8,216 165,618 Net loss before income taxes $ (30,937,033 ) $ (10,429,839 ) The income tax provision (benefit) from continuing operations consists of the following at December 31, 2020 and 2019: 2020 2019 Current: Federal $ - $ - State - - Foreign - - - - Deferred: Federal (5,420,438 ) (2,300,997 ) State (964,218 ) (409,313 ) Foreign 1,577 (3,676 ) Change in valuation allowance 6,383,079 2,713,986 $ - $ - |
Effective Income Tax Reconciliation | The income tax provision (benefit) amounts differ from the amounts computed by applying the United States federal statutory income tax rate of 21% for the years ended December 31, 2020 and 2019 to pretax loss from operations as a result of the following for the years ended December 31, 2020 and 2019: 2020 2019 Tax expense (benefit) at statutory rate $ (6,498,502 ) $ (2,071,322 ) Increase (reduction) in income taxes resulting from: State income taxes (benefit), net of federal benefit (913,233 ) (291,082 ) Non-deductible gain on warrant adjustment valuation 670,450 (47,810 ) Income from foreign subsidiaries 1,725 (2,595 ) Change in valuation allowance 6,383,079 2,713,986 Other 356,481 (301,177 ) Income tax expense (benefit) $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to the deferred tax assets at December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 28,047,903 $ 23,727,093 Net operating loss carryforwards - foreign 18,649 20,227 Excess of tax basis over book value of property and equipment 7,754 4,240 Excess of tax basis over book value of intangible assets 1,811,264 73,705 Stock-based compensation 1,613,258 1,607,841 Accrued employee compensation 426,514 357,869 Captialized equity costs 49,471 49,471 Net change in reserve accounts 287,035 38,323 32,261,848 25,878,769 Valuation allowance (32,261,848 ) (25,878,769 ) Net deferred tax assets $ - $ - |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 06, 2020TechnologyProduct | |
Nature of the Business and Basis of Presentation [Abstract] | |||
Number of highly complementary and market-cleared energy transfer technologies | Technology | 2 | ||
Number of human tissue biologic products | Product | 2 | ||
Reclassification [Abstract] | |||
Accrued expenses | $ 2,126,768 | $ 957,109 | |
Accrued employee compensation | 2,540,675 | 1,606,910 | |
Revenues | 4,057,471 | 1,028,730 | |
Accessory and Parts Revenue [Member] | |||
Reclassification [Abstract] | |||
Revenues | $ 1,637,997 | 12,021 | |
Reclassification, Adjustment [Member] | |||
Reclassification [Abstract] | |||
Accrued expenses | (154,000) | ||
Accrued employee compensation | 154,000 | ||
Reclassification, Adjustment [Member] | Accessory and Parts Revenue [Member] | |||
Reclassification [Abstract] | |||
Revenues | 12,021 | ||
Reclassification, Adjustment [Member] | Other Revenue [Member] | |||
Reclassification [Abstract] | |||
Revenues | $ (12,021) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)SupplierSegment | Dec. 31, 2019DistributorSupplier | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Number of distributors and partners | Distributor | 3 | |
Number of suppliers | Supplier | 3 | 1 |
Impairment of long-lived assets [Abstract] | ||
Impairment of long-lived assets | $ 0 | |
Goodwill and Other Intangible Assets [Abstract] | ||
Indefinite-lived intangible assets | $ 0 | |
Segment Information [Abstract] | ||
Number of operating segments | Segment | 1 | |
Revenue Recognition [Abstract] | ||
Initial warranty period of device product | 1 year | |
Extended warranty period of device product | 1 year | |
Customer Relationships [Member] | ||
Goodwill and Other Intangible Assets [Abstract] | ||
Estimated weighted average life | 7 years | |
Patents [Member] | ||
Goodwill and Other Intangible Assets [Abstract] | ||
Estimated weighted average life | 19 years | |
Tradenames [Member] | ||
Goodwill and Other Intangible Assets [Abstract] | ||
Estimated weighted average life | 19 years | |
Machines and Equipment [Member] | ||
Depreciation of Property and Equipment [Abstract] | ||
Estimated useful lives | 3 years | |
Office and Computer Equipment [Member] | ||
Depreciation of Property and Equipment [Abstract] | ||
Estimated useful lives | 3 years | |
Medical Devices On Rent [Member] | Minimum [Member] | ||
Depreciation of Property and Equipment [Abstract] | ||
Estimated useful lives | 5 years | |
Medical Devices On Rent [Member] | Maximum [Member] | ||
Depreciation of Property and Equipment [Abstract] | ||
Estimated useful lives | 15 years | |
Software [Member] | ||
Depreciation of Property and Equipment [Abstract] | ||
Estimated useful lives | 2 years | |
Furniture and Fixtures [Member] | ||
Depreciation of Property and Equipment [Abstract] | ||
Estimated useful lives | 3 years | |
Revenues [Member] | Customer Concentration Risk [Member] | Distributor 1 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 18.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Distributor 2 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 15.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Distributor 3 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 12.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 46.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Distributor 1 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 0.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Distributor 2 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 0.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Distributor 3 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 22.00% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Supplier 1 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 41.00% | 65.00% |
Purchases [Member] | Supplier Concentration Risk [Member] | Supplier 2 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 24.00% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Supplier 3 [Member] | ||
Concentration of Credit Risk and Limited Suppliers [Abstract] | ||
Concentration risk | 11.00% |
Loss per share, Weighted Averag
Loss per share, Weighted Average Shares Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 378,128,645 | 203,588,106 |
Warrant exercise price (in dollars per share) | $ 0.01 | |
Common Shares [Member] | ||
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 359,880,132 | 203,588,106 |
Common Shares Issuable Assuming Exercise of Nominally Priced Warrants [Member] | ||
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 18,248,513 | 0 |
Loss per share, Anti Dilutive E
Loss per share, Anti Dilutive Equity Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 232,860,531 | 46,027,476 |
Common Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 31,938,385 | 34,303,385 |
Common Stock Purchase Warrants [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 142,265,576 | 9,474,091 |
Convertible Notes Payable [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 58,656,570 | 2,250,000 |
Asset Purchase Agreement, Purch
Asset Purchase Agreement, Purchase Consideration (Details) - Celularity's UltraMIST Assets [Member] - USD ($) | Aug. 06, 2020 | Dec. 31, 2020 |
Asset Purchase Agreement [Abstract] | ||
Initial term of license agreement | 5 years | |
License agreement automatic renewal term | 1 year | |
Written notice required prior to expiration of current term | 180 days | |
Upfront royalty payments | $ 446,329 | |
Transition services agreement period | 3 months | |
Purchase Consideration [Abstract] | ||
Cash paid at closing | 18,890,000 | |
Previous cash deposit pursuant to letter of intent | 1,110,000 | |
Note payable to seller | 4,000,000 | |
Total consideration | $ 24,000,000 | |
Revenues [Member] | Customer Concentration Risk [Member] | ||
Asset Purchase Agreement [Abstract] | ||
Concentration risk | 49.00% |
Asset Purchase Agreement, Estim
Asset Purchase Agreement, Estimates of Fair Value of Assets Acquired (Details) | Aug. 06, 2020USD ($) | |
Net Assets Acquired [Abstract] | ||
Inventory | $ 1,859,965 | |
Property, plant and equipment | 436,815 | |
Intangible assets | 14,443,425 | [1] |
Goodwill | 7,259,795 | [2] |
Total | 24,000,000 | |
Amount of goodwill recognized expected to be deductible for income tax | 0 | |
Celularity's UltraMIST Assets [Member] | ||
Net Assets Acquired [Abstract] | ||
Intangible assets | $ 14,443,425 | |
[1] | (a) Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. At December 31, 2020, the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The estimated fair value of the acquired patent and trade names is based on a relief from royalty method. The estimated useful lives for intangible assets were determined based on the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. | |
[2] | (b) Goodwill represents the excess of the total purchase consideration over fair value of the assets recognized and represents the future economic benefits that we believe will result from combining the operations of SANUWAVE and UltraMIST, including expected future synergies and operating efficiencies. Goodwill resulting from the Transaction has been assigned to the Company's lone operating segment. Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. The goodwill recognized is expected to be deductible for income tax purposes. |
Asset Purchase Agreement, Est_2
Asset Purchase Agreement, Estimated Useful Lives for Intangible Assets (Details) - USD ($) | Aug. 06, 2020 | Dec. 31, 2020 | |
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | [1] | $ 14,443,425 | |
Customer Relationships [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated weighted average life | 7 years | ||
Patent [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated weighted average life | 19 years | ||
Celularity's UltraMIST Assets [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | 14,443,425 | ||
Celularity's UltraMIST Assets [Member] | Customer Relationships [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | $ 3,820,000 | ||
Estimated weighted average life | 7 years | ||
Celularity's UltraMIST Assets [Member] | Patent [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | $ 2,311,825 | ||
Estimated weighted average life | 19 years | ||
Celularity's UltraMIST Assets [Member] | Tradenames [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | $ 693,500 | ||
Estimated weighted average life | 19 years | ||
Biologics [Member] | Customer Relationships [Member] | |||
Estimated Useful Lives for Intangible Assets [Abstract] | |||
Estimated fair value | $ 7,618,100 | ||
Estimated weighted average life | 7 years | ||
[1] | (a) Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. At December 31, 2020, the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The estimated fair value of the acquired patent and trade names is based on a relief from royalty method. The estimated useful lives for intangible assets were determined based on the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. |
Asset Purchase Agreement, Acqui
Asset Purchase Agreement, Acquisition and Related Costs (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Celularity's UltraMIST Assets [Member] | Acquisition and Related Costs [Member] | |
Acquisition and Related Costs [Abstract] | |
Acquisition costs | $ 1,084,994 |
Asset Purchase Agreement, Unaud
Asset Purchase Agreement, Unaudited Actual and Pro forma Information (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unaudited Actual and Pro forma Information [Abstract] | |||
Total revenues | $ 4,057,471 | $ 1,028,730 | |
Operating income | (25,199,807) | (8,794,348) | |
Impairment | (7,185,120) | ||
Pro Forma Information [Abstract] | |||
Total revenues | 7,832,221 | 9,003,555 | |
Net loss | (35,533,724) | $ (15,222,591) | |
Celularity's UltraMIST Assets [Member] | |||
Unaudited Actual and Pro forma Information [Abstract] | |||
Total revenues | $ 3,632,584 | ||
Operating income | $ 467,112 | ||
Celularity's UltraMIST Assets [Member] | Customer Relationships [Member] | |||
Unaudited Actual and Pro forma Information [Abstract] | |||
Impairment | 0 | ||
Biologics [Member] | Customer Relationships [Member] | |||
Unaudited Actual and Pro forma Information [Abstract] | |||
Impairment | $ (7,185,120) |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory, Net [Abstract] | ||
Inventory - finished goods | $ 1,145,737 | $ 357,265 |
Inventory - parts and accessories | 1,810,607 | 185,690 |
Total inventory | $ 2,956,344 | $ 542,955 |
Property and equipment (Details
Property and equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment [Abstract] | ||
Property and equipment, gross | $ 1,099,540 | $ 627,847 |
Accumulated depreciation | (628,559) | (533,893) |
Property and equipment, net | 470,981 | 93,954 |
Depreciation expense | 97,956 | 37,740 |
Machines and Equipment [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 278,133 | 281,633 |
Office and Computer Equipment [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 244,483 | 201,841 |
Medical Devices On Rent [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 513,336 | 81,059 |
Software [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 38,127 | 38,127 |
Furniture and Fixtures [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | 22,929 | 22,929 |
Other Assets [Member] | ||
Property and Equipment [Abstract] | ||
Property and equipment, gross | $ 2,532 | $ 2,258 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 0 | |
Goodwill, ending balance | 7,259,795 | $ 0 |
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | 0 | |
Amortization | (713,021) | 0 |
Impairment | (7,185,120) | |
Other intangible assets, ending balance | 6,545,284 | 0 |
Future Amortization Expense [Abstract] | ||
2021 | 703,889 | |
2022 | 703,889 | |
2023 | 703,889 | |
2024 | 703,889 | |
2025 | 703,889 | |
Thereafter | 3,025,839 | |
Total | 6,545,284 | |
Celularity's UltraMIST Assets [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill acquired | 7,259,795 | |
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets acquired | 14,443,425 | |
Customer Relationships [Member] | Celularity's UltraMIST Assets [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | 0 | |
Other intangible assets acquired | 3,820,000 | |
Amortization | (217,112) | |
Impairment | 0 | |
Other intangible assets, ending balance | 3,602,888 | 0 |
Customer Relationships [Member] | Biologics [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | 0 | |
Other intangible assets acquired | 7,618,100 | |
Amortization | (432,980) | |
Impairment | (7,185,120) | |
Other intangible assets, ending balance | 0 | 0 |
Patents [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | 0 | |
Amortization | (48,408) | |
Impairment | 0 | |
Other intangible assets, ending balance | 2,263,417 | 0 |
Patents [Member] | Celularity's UltraMIST Assets [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets acquired | 2,311,825 | |
Tradenames [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets, beginning balance | 0 | |
Amortization | (14,521) | |
Impairment | 0 | |
Other intangible assets, ending balance | 678,979 | $ 0 |
Tradenames [Member] | Celularity's UltraMIST Assets [Member] | ||
Intangible assets subject to amortization [Roll Forward] | ||
Other intangible assets acquired | $ 693,500 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accrued Expense [Abstract] | ||
Outside services | $ 346,895 | $ 108,033 |
License fees | 335,517 | 0 |
Board of director's fees | 320,000 | 400,000 |
Registration penalties | 263,750 | 0 |
Commissions | 238,730 | 0 |
Legal and professional fees | 196,614 | 134,970 |
Warranty reserve | 180,000 | 0 |
Inventory purchases | 91,493 | 167,050 |
Other | 153,769 | 147,056 |
Total accrued expenses | 2,126,768 | $ 957,109 |
Warranty Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Additions | 180,000 | |
Ending balance | $ 180,000 |
Revenue, Disaggregation of Reve
Revenue, Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Abstract] | ||
Revenues | $ 4,057,471 | $ 1,028,730 |
Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 2,267,259 | 645,169 |
Accessories and Parts [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 1,637,997 | 12,021 |
License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 152,215 | 371,540 |
United States [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 3,728,551 | 404,977 |
United States [Member] | Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 2,178,582 | 277,527 |
United States [Member] | Accessories and Parts [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 1,549,969 | 0 |
United States [Member] | License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 0 | 127,450 |
International [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 328,920 | 623,753 |
International [Member] | Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 88,677 | 367,642 |
International [Member] | Accessories and Parts [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | 88,028 | 12,021 |
International [Member] | License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenues | $ 152,215 | $ 244,090 |
Revenue, Contract Liabilities (
Revenue, Contract Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Contract liabilities [Abstract] | ||
Total Contract liabilities | $ 69,772 | $ 639,801 |
Non-Current | (37,514) | (573,224) |
Total Current | 32,258 | 66,577 |
Service Agreement [Member] | ||
Contract liabilities [Abstract] | ||
Total Contract liabilities | 69,772 | 133,510 |
Partnership Fee [Member] | ||
Contract liabilities [Abstract] | ||
Total Contract liabilities | 0 | 500,000 |
Other [Member] | ||
Contract liabilities [Abstract] | ||
Total Contract liabilities | $ 0 | $ 6,291 |
Debt with related parties (Deta
Debt with related parties (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Due to Related Parties, Current [Abstract] | ||
Convertible promissory notes, related parties, in default | $ 1,596,254 | $ 0 |
Notes payable, related parties | 0 | 5,372,743 |
Line of credit, related parties | 0 | 212,388 |
Advances from related parties | 22,500 | 18,098 |
Total debt with related parties | 1,618,754 | 5,603,229 |
Health Tronics [Member] | ||
Due to Related Parties, Current [Abstract] | ||
Convertible promissory notes, related parties, in default | 1,372,743 | 0 |
Notes payable, related parties | 5,372,743 | |
A. Michael Stolarski [Member] | ||
Due to Related Parties, Current [Abstract] | ||
Convertible promissory notes, related parties, in default | $ 223,511 | $ 0 |
Debt with related parties, Conv
Debt with related parties, Convertible Notes Payable (HealthTronics), in Default (Details) - USD ($) | Aug. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible Notes Payable Related Parties [Abstract] | |||
Notes payable, related parties | $ 0 | $ 5,372,743 | |
Repayment of note payable | $ 5,457,662 | 0 | |
Warrant exercise price (in dollars per share) | $ 0.01 | ||
Class E Warrants [Member] | |||
Convertible Notes Payable Related Parties [Abstract] | |||
Warrant exercise price (in dollars per share) | $ 0.25 | ||
HealthTronics [Member] | |||
Convertible Notes Payable Related Parties [Abstract] | |||
Notes payable, related parties | $ 5,372,743 | ||
Repayment of note payable | $ 4,000,000 | ||
Common stock shares issued (in shares) | 8,275,235 | ||
Principal amount | $ 1,372,743 | ||
Warrant exercise price (in dollars per share) | $ 0.25 | ||
Warrants expiration period | 3 years | ||
Maturity date | Aug. 6, 2021 | ||
Interest rate | 12.00% | ||
Common stock conversion price (in dollars per share) | $ 0.10 | ||
HealthTronics [Member] | Class K Warrants [Member] | |||
Convertible Notes Payable Related Parties [Abstract] | |||
Common stock shares issued (in shares) | 7,200,000 | ||
HealthTronics [Member] | Class E Warrants [Member] | |||
Convertible Notes Payable Related Parties [Abstract] | |||
Warrants to purchase shares (in shares) | 8,275,235 |
Debt with related parties, Co_2
Debt with related parties, Convertible promissory notes payable (Stolarski), in default (Details) - USD ($) | Nov. 12, 2018 | Dec. 29, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 06, 2020 |
Debt with related parties [Abstract] | |||||
Line of credit | $ 1,000,000 | $ 370,000 | |||
Interest rate | 6.00% | 6.00% | |||
Line of credit facility, increase (decrease) amount | $ (680,000) | ||||
Conversion of promissory notes (in shares) | 7,020,455 | ||||
Conversion of line of credit, related party to payments | $ 121,000 | ||||
Conversion of line of credit, related party to future payments | 90,000 | ||||
Line of credit, related parties | $ 0 | 212,388 | |||
Interest expense on line of credit | 40,000 | ||||
Convertible Note [Abstract] | |||||
Convertible promissory notes, related parties | 1,596,254 | 0 | |||
Accrued interest, related parties | $ 77,145 | 1,859,977 | |||
A. Michael Stolarski [Member] | |||||
Convertible Note [Abstract] | |||||
Principal amount | $ 223,511 | ||||
Maturity date | Aug. 6, 2021 | ||||
Interest rate | 12.00% | ||||
Common stock conversion price (in dollars per share) | $ 0.10 | ||||
Convertible promissory notes, related parties | $ 223,511 | $ 0 | |||
Accrued interest, related parties | $ 10,952 |
Debt with related parties, Adva
Debt with related parties, Advances from Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt with related parties [Abstract] | ||
Issued of warrant exercises and short term notes | $ 22,500 | $ 2,055,414 |
Advances from related parties to equity | 1,827,316 | |
Advances from related parties to equity through issuance of common stock | 18,200,000 | |
Advances from related parties to short term notes | 210,000 | |
Advances from related parties | $ 22,500 | $ 18,098 |
Debt with unaffiliated partie_2
Debt with unaffiliated parties (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt with unaffiliated parties [Abstract] | ||
Senior secured promissory note payable, in default | $ 10,675,637 | $ 0 |
Convertible promissory note payable, in default | 4,000,000 | 0 |
SBA loans | 464,335 | 0 |
Short term notes payable | 0 | 587,233 |
Due with unaffiliated current | 15,139,972 | 587,233 |
Less: current maturities including notes in default | (14,996,344) | (587,233) |
Debt with unaffiliated parties, long-term | $ 143,628 | $ 0 |
Debt with unaffiliated parties,
Debt with unaffiliated parties, Senior secured promissory note payable, in default (Details) - USD ($) | Aug. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Senior Secured Promissory Notes Payable [Abstract] | |||
Proceeds from senior promissory notes, net | $ 13,346,547 | $ 0 | |
Issued (in shares) | 189,182,645 | 1,365,000 | |
Warrant exercise price (in dollars per share) | $ 0.01 | ||
Senior secured promissory note payable, in default | $ 10,675,637 | $ 0 | |
Accrued interest | 1,021,495 | 0 | |
Interest expense | $ 2,025,017 | $ 1,147,986 | |
Senior Secured Note and Warrants [Member] | NH Expansion Credit Fund Holdings LP [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Proceeds from senior promissory notes, net | $ 13,346,547 | ||
Percentage of diluted common stock | 2.00% | ||
Warrant exercise price (in dollars per share) | $ 0.01 | ||
Warrants expiration term | 10 years | ||
Accrued interest rate prime rate basis | 0.00% | ||
Interest rate due in quarterly arrears | 9.00% | ||
Interest rate per annum | 3.00% | ||
Additional default accrued interest rate | 5.00% | ||
Senior Secured Note [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Issued (in shares) | 13,091,160 | ||
Debt maturity date | Sep. 30, 2025 | ||
Senior Secured Note [Member] | NH Expansion Credit Fund Holdings LP [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Amortization expense | $ 379,330 | ||
Principal | $ 15,000,000 | 15,000,000 | |
Debt issuance costs | (1,653,453) | (1,520,110) | |
Debt discount | (3,050,240) | (2,804,253) | |
Senior secured promissory note payable, in default | $ 10,296,307 | 10,675,637 | |
Accrued interest | 642,284 | ||
Interest expense | $ 1,484,468 |
Debt with unaffiliated partie_3
Debt with unaffiliated parties, Convertible promissory notes payable, in default (Details) - USD ($) | Aug. 06, 2020 | Jun. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instruments [Abstract] | ||||
Accrued interest | $ 1,021,495 | $ 0 | ||
Common stock warrants issued upon conversion of notes (in shares) | 8,275,235 | |||
Loss on extinguishment of debt | $ 565,374 | $ 0 | ||
Warrant exercise price (in dollars per share) | $ 0.01 | |||
LGH Note [Member] | LGH [Member] | ||||
Debt Instruments [Abstract] | ||||
Maturity date | Feb. 5, 2021 | |||
Interest rate percentage | 8.00% | |||
Common stock conversion price (in dollars per share) | $ 0.25 | |||
Conversion price on unpaid principal balance before maturity (in dollars per share) | 0.25 | |||
Repayments of convertible promissory note | $ 1,210,000 | |||
Loss on extinguishment of debt | $ (565,374) | |||
Warrant exercise price (in dollars per share) | $ 0.01 | $ 0.35 | ||
Debt instrument term | 5 years | |||
Warrants exercised (in shares) | 35,000,000 | |||
LGH Note [Member] | Securities Purchase Agreement [Member] | LGH [Member] | ||||
Debt Instruments [Abstract] | ||||
Original principal amount converted into common stock shares | $ 1,210,000 | |||
Common stock warrants issued upon conversion of notes (in shares) | 1,075,000 | |||
Net proceeds | $ 1,100,000 | |||
Reserve of shares for purposes of exercise of warrant or conversion of convertible promissory note (in shares) | 11,000,000 | |||
LGH Note [Member] | Securities Purchase Agreement [Member] | LGH [Member] | Inducement Shares [Member] | ||||
Debt Instruments [Abstract] | ||||
Unregistered common stock, shares issued upon conversion of notes (in shares) | 200,000 | |||
Celularity's UltraMIST Assets [Member] | Seller Note [Member] | ||||
Debt Instruments [Abstract] | ||||
Paid for assets | $ 24,000,000 | |||
Issuance of promissory notes | $ 4,000,000 | |||
Maturity date | Aug. 6, 2021 | |||
Interest rate percentage | 12.00% | |||
Common stock conversion price (in dollars per share) | $ 0.10 | |||
Accrued interest | $ 192,258 | |||
Conversion price on unpaid principal balance before maturity (in dollars per share) | $ 0.10 | |||
Celularity's UltraMIST Assets [Member] | Seller Note [Member] | LGH [Member] | ||||
Debt Instruments [Abstract] | ||||
Outstanding convertible promissory notes | $ 4,000,000 |
Debt with unaffiliated partie_4
Debt with unaffiliated parties, SBA loans (Details) - COVID-19 [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 10, 2020 | May 28, 2020 | |
PPP Loan [Member] | |||
SBA Loans [Abstract] | |||
Proceeds from PPP loan | $ 460,000 | ||
Debt maturity date | May 28, 2022 | ||
Interest rate | 1.00% | ||
PPP loan classified as current | $ 320,707 | ||
PPP loan classified as non-current | $ 143,628 | ||
Economic Injury Disaster Loan [Member] | |||
SBA Loans [Abstract] | |||
Principal amount | $ 150,000 | ||
Accrued interest rate | 3.75% |
Debt with unaffiliated partie_5
Debt with unaffiliated parties, Short-term notes payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt with unaffiliated parties [Abstract] | ||
Short term notes payable | $ 0 | $ 587,233 |
Common stock issued upon conversion of principal and accrued interest (in shares) | 4,829,789 | |
Common stock issued upon conversion of principal and accrued interest | $ 564,729 | $ 6,492,855 |
Warrants, Summary of Warrant Ac
Warrants, Summary of Warrant Activity (Details) - shares | Aug. 06, 2020 | Jun. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 9,474,091 | 103,994,927 | ||
Issued (in shares) | 189,182,645 | 1,365,000 | ||
Exercised (in shares) | (35,000,000) | (1,000,000) | (8,200,000) | (94,727,180) |
Expired (in shares) | (100,000) | (1,158,656) | ||
Outstanding, ending (in shares) | 190,356,736 | 9,474,091 | ||
Class E Warrants [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 0 | |||
Issued (in shares) | 141,091,485 | |||
Exercised (in shares) | 0 | |||
Expired (in shares) | 0 | |||
Outstanding, ending (in shares) | 141,091,485 | 0 | ||
Class K Warrants [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 7,200,000 | 7,200,000 | ||
Issued (in shares) | 0 | 0 | ||
Exercised (in shares) | (7,200,000) | 0 | ||
Expired (in shares) | 0 | 0 | ||
Outstanding, ending (in shares) | 0 | 7,200,000 | ||
Class L Warrants [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 0 | 57,258,339 | ||
Issued (in shares) | 0 | |||
Exercised (in shares) | (57,133,339) | |||
Expired (in shares) | (125,000) | |||
Outstanding, ending (in shares) | 0 | |||
Class N Warrants [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 0 | 30,451,815 | ||
Issued (in shares) | 0 | |||
Exercised (in shares) | (29,951,815) | |||
Expired (in shares) | (500,000) | |||
Outstanding, ending (in shares) | 0 | |||
Class O Warrants [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 909,091 | 7,929,091 | ||
Issued (in shares) | 0 | 0 | ||
Exercised (in shares) | 0 | (6,549,090) | ||
Expired (in shares) | 0 | (470,910) | ||
Outstanding, ending (in shares) | 909,091 | 909,091 | ||
Class P Warrants [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 1,365,000 | 0 | ||
Issued (in shares) | 0 | 1,365,000 | ||
Exercised (in shares) | (1,000,000) | 0 | ||
Expired (in shares) | (100,000) | 0 | ||
Outstanding, ending (in shares) | 265,000 | 1,365,000 | ||
Series A Warrants [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 0 | 1,155,682 | ||
Issued (in shares) | 0 | |||
Exercised (in shares) | (1,092,936) | |||
Expired (in shares) | (62,746) | |||
Outstanding, ending (in shares) | 0 | |||
LGH Warrant [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 0 | |||
Issued (in shares) | 35,000,000 | |||
Exercised (in shares) | 0 | |||
Expired (in shares) | 0 | |||
Outstanding, ending (in shares) | 35,000,000 | 0 | ||
NH Expansion Warrants [Member] | ||||
Warrant Class [Roll Forward] | ||||
Outstanding, beginning (in shares) | 0 | |||
Issued (in shares) | 13,091,160 | |||
Exercised (in shares) | 0 | |||
Expired (in shares) | 0 | |||
Outstanding, ending (in shares) | 13,091,160 | 0 |
Warrants, Exercise Price Per Sh
Warrants, Exercise Price Per Share and Expiration Date (Details) - $ / shares | Dec. 31, 2020 | Aug. 06, 2020 | Jun. 05, 2020 |
Warrant Exercise Price per Share and Expiration Date [Abstract] | |||
Exercise price/share (in dollars per share) | $ 0.01 | ||
Class E Warrants [Member] | |||
Warrant Exercise Price per Share and Expiration Date [Abstract] | |||
Exercise price/share (in dollars per share) | $ 0.25 | ||
Expiration date | Aug. 31, 2023 | ||
Class O Warrants [Member] | |||
Warrant Exercise Price per Share and Expiration Date [Abstract] | |||
Exercise price/share (in dollars per share) | $ 0.11 | ||
Expiration date | Jan. 31, 2022 | ||
Class P Warrants [Member] | |||
Warrant Exercise Price per Share and Expiration Date [Abstract] | |||
Exercise price/share (in dollars per share) | $ 0.20 | ||
Expiration date | Jun. 30, 2024 | ||
LGH Warrant [Member] | |||
Warrant Exercise Price per Share and Expiration Date [Abstract] | |||
Exercise price/share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.35 |
Expiration date | Jun. 30, 2025 | ||
NH Expansion Warrants [Member] | |||
Warrant Exercise Price per Share and Expiration Date [Abstract] | |||
Exercise price/share (in dollars per share) | $ 0.01 | ||
Expiration date | Aug. 30, 2030 |
Warrants, Weighted Average Assu
Warrants, Weighted Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
Weighted average contractual term in years | 1 year 3 months 18 days |
Weighted average risk free interest rate | 0.15% |
Weighted average volatility | 92.76% |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | Aug. 06, 2020USD ($)$ / sharesshares | Jun. 05, 2020$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |||
Warrant Liabilities [Abstract] | |||||||
Warrants issued to investors and underwriter (in shares) | 132,816,250 | ||||||
Warrants issued (in shares) | 189,182,645 | 1,365,000 | |||||
Warrants issued to settle outstanding debt (in shares) | 8,275,235 | ||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||
Warrants outstanding (in shares) | 48,091,160 | 0 | |||||
Fair value per share (in dollars per share) | $ / shares | $ 0.18 | $ 0 | |||||
Loss on remeasurement of warrant liability | $ | $ 3,192,620 | ||||||
Warrant Liability, Fair Value | $ | $ 8,855,380 | $ 0 | |||||
Aggregate exercise amount of warrants prior to adjustment (in shares) | $ | $ 350,000 | ||||||
Warrants exercised (in shares) | 35,000,000 | 1,000,000 | 8,200,000 | 94,727,180 | |||
Warrant Binomial Assumptions [Abstract] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||
Senior Secured Notes [Member] | |||||||
Warrant Liabilities [Abstract] | |||||||
Warrants issued (in shares) | 13,091,160 | ||||||
Warrant Classified [Member] | |||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||
Warrants outstanding (in shares) | 112,210,902 | ||||||
Fair value per share (in dollars per share) | $ / shares | $ 0.11 | ||||||
Warrant Liability, Fair Value | $ | $ 11,955,454 | ||||||
Warrants Reclassified [Member] | |||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||
Warrants outstanding (in shares) | (64,119,742) | ||||||
Fair value per share (in dollars per share) | $ / shares | $ 0.10 | ||||||
Warrant Liability, Fair Value | $ | $ (6,292,694) | ||||||
NH Expansion Warrants [Member] | |||||||
Warrant Liabilities [Abstract] | |||||||
Warrants issued (in shares) | 13,091,160 | ||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||
Warrants exercised (in shares) | 0 | ||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||
Warrant Expiration Date | Aug. 30, 2030 | ||||||
NH Expansion Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Exercise price (in dollars per share) | $ / shares | [1] | $ 0.01 | $ 0.01 | ||||
NH Expansion Warrants [Member] | Measurement Input, Warrant Expiration Date [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Warrant Expiration Date | [1] | Aug. 6, 2030 | Aug. 6, 2030 | ||||
NH Expansion Warrants [Member] | Measurement Input, Interest Rate (annual) [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Warrants measurement input | [2] | 0.0021 | [1] | 0.0065 | |||
NH Expansion Warrants [Member] | Measurement Input, Volatility (annual) [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Warrants measurement input | [3] | 1.0209 | [1] | 1.4394 | |||
NH Expansion Warrants [Member] | Measurement Input, Time to Maturity [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Time to Maturity (Years) | 10 years | [1] | 10 years | ||||
NH Expansion Warrants [Member] | Measurement Input, Calculated fair value per share [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Stock Price (in dollars per share) | $ / shares | $ 0.2330 | [1] | $ 0.1891 | ||||
LGH [Member] | |||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||
Common stock issued upon exercise of warrants (in shares) | 35,000,000 | ||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Stock Price (in dollars per share) | $ / shares | $ 0.01 | ||||||
LGH Warrant [Member] | |||||||
Warrant Liabilities [Abstract] | |||||||
Warrants issued (in shares) | 35,000,000 | ||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||
Warrants exercised (in shares) | 0 | ||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Exercise price (in dollars per share) | $ / shares | 0.01 | $ 0.35 | $ 0.01 | ||||
Warrant Expiration Date | Jun. 30, 2025 | ||||||
LGH Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Exercise price (in dollars per share) | $ / shares | [1] | $ 0.01 | $ 0.35 | $ 0.01 | |||
LGH Warrant [Member] | Measurement Input, Warrant Expiration Date [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Warrant Expiration Date | [1] | Jun. 5, 2025 | Jun. 5, 2025 | Jun. 5, 2025 | |||
LGH Warrant [Member] | Measurement Input, Interest Rate (annual) [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Warrants measurement input | [2] | 0.0020 | 0.0029 | [1] | 0.0036 | ||
LGH Warrant [Member] | Measurement Input, Volatility (annual) [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Warrants measurement input | [3] | 1.03 | 1.07 | [1] | 0.99 | ||
LGH Warrant [Member] | Measurement Input, Time to Maturity [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Time to Maturity (Years) | 4 years 9 months 29 days | 5 years | [1] | 4 years 5 months 5 days | |||
LGH Warrant [Member] | Measurement Input, Calculated fair value per share [Member] | |||||||
Warrant Binomial Assumptions [Abstract] | |||||||
Stock Price (in dollars per share) | $ / shares | $ 0.24 | $ 0.25 | [1] | $ 0.18 | |||
[1] | Based on the terms provided in the warrant agreement to purchase common stock of the Company dated August 6, 2020. | ||||||
[2] | Interest rate for U.S. Treasury Bonds, as of August 6, 2020 and each presented period ending date, as published by the U.S. Federal Reserve. | ||||||
[3] | Based on the historical daily volatility of the Company as of August 6, 2020 and each presented period ending date. |
Leases, ROU Assets and Lease Li
Leases, ROU Assets and Lease Liability (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases [Abstract] | ||
Right of use assets | $ 724,604 | $ 476,029 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right of use assets, net | Right of use assets, net |
Less: Accumulated amortization | $ (339,032) | $ (152,368) |
Right of use assets, net | 385,572 | 323,661 |
Lease Liabilities | $ 414,668 | $ 359,047 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities |
Less: current portion | $ (257,124) | $ (173,270) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Less: current portion | Less: current portion |
Lease liabilities | $ 157,544 | $ 185,777 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease liabilities | Lease liabilities |
Financing Leases [Abstract] | ||
Right of use assets | $ 643,517 | $ 451,561 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right of use assets, net | Right of use assets, net |
Less: Accumulated amortization | $ (234,258) | $ (33,473) |
Right of use assets, net | 409,259 | 418,088 |
Lease Liability | $ 427,429 | $ 392,874 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities |
Less: current portion | $ (193,663) | $ (121,634) |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Less: current portion | Less: current portion |
Lease liabilities | $ 233,766 | $ 271,240 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease liabilities | Lease liabilities |
Total [Abstract] | ||
Right of use assets | $ 1,368,121 | $ 927,590 |
Less: Accumulated amortization | (573,290) | (185,841) |
Right of use assets, net | 794,831 | 741,749 |
Lease Liabilities | 842,097 | 751,921 |
Less: current portion | (450,787) | (294,904) |
Lease liabilities | $ 391,310 | $ 457,017 |
Leases, Lease Costs (Details)
Leases, Lease Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease costs [Abstract] | ||
Amortization of right-of-use assets | $ 200,785 | $ 33,473 |
Interest on lease liabilities | 58,804 | 60,863 |
Operating lease costs | 296,686 | 157,395 |
Total lease costs | $ 556,275 | $ 251,731 |
Leases, Cash Paid for Amounts I
Leases, Cash Paid for Amounts Included in Measurement of Lease Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in measurement of lease liabilities [Abstract] | ||
Operating cash flows from finance leases | $ (210,333) | $ (84,440) |
Operating cash flows from operating leases | (302,976) | (165,403) |
Financing cash flows from finance leases | 186,083 | 416,451 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 191,956 | 451,561 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 248,575 | $ 476,029 |
Leases, Operating Leases, Remai
Leases, Operating Leases, Remaining Lease Terms (Details) - USD ($) | Aug. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
Monthly rent payable | $ 7,051 | $ 14,651 | |
Percentage of rent adjustment on annual basis | 2.00% | 3.00% | |
Monthly payments for office equipment leased | $ 669 | ||
Maturities of Operating Lease Liability [Abstract] | |||
2021 | $ 279,279 | ||
2022 | 93,502 | ||
2023 | 65,010 | ||
2024 | 8,028 | ||
2025 | 3,345 | ||
Total lease payments | 449,164 | ||
Less: Present value adjustment | (34,496) | ||
Lease liability | $ 414,668 | $ 359,047 | |
Weighted average remaining lease term, operating lease | 2 years 1 month 6 days | ||
Weighted average discount rate, operating lease | 9.90% | ||
Rent expense | $ 296,686 | $ 157,395 |
Leases, Finance Lease, Remainin
Leases, Finance Lease, Remaining Lease Terms (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Maturities of Finance Lease Liability [Abstract] | ||
2021 | $ 234,593 | |
2022 | 199,793 | |
2023 | 18,388 | |
Total lease payments | 452,774 | |
Less: Present value adjustment | (25,345) | |
Lease liability | $ 427,429 | $ 392,874 |
Weighted average remaining lease term, finance lease | 2 years | |
Weighted average discount rate, finance lease | 13.20% |
Common Stock (Details)
Common Stock (Details) - $ / shares | Jul. 23, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Common Stock (Abstract) | |||||
Common stock, shares authorized (in shares) | 600,000,000 | 800,000,000 | 800,000,000 | 355,000,000 | 800,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Minimum [Member] | |||||
Common Stock (Abstract) | |||||
Reverse stock splits (in shares) | 10 | ||||
Maximum [Member] | |||||
Common Stock (Abstract) | |||||
Reverse stock splits (in shares) | 50 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | Sep. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 14, 2020 | Feb. 06, 2020 |
Preferred Stock [Abstract] | |||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Aggregate total purchase price | $ 0 | $ 0 | |||
Anti-dilutive equity securities (in shares) | 232,860,531 | 46,027,476 | |||
Preferred Stock Conversion [Member] | |||||
Preferred Stock [Abstract] | |||||
Anti-dilutive equity securities (in shares) | 17,500,000 | ||||
Series C Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, shares authorized (in shares) | 90 | 90 | 90 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Aggregate total purchase price | $ 0 | $ 0 | |||
Shares conversion price (in dollars per share) | $ 0.14 | ||||
Series C Preferred Stock [Member] | Private Placement [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, shares issued (in shares) | 90 | ||||
Preferred stock, par value (in dollars per share) | 0.001 | ||||
Preferred stock, stated value (in dollars per share) | $ 25,000 | ||||
Aggregate total purchase price | $ 2,250,000 | ||||
Series D Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, shares authorized (in shares) | 8 | 8 | 8 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Aggregate total purchase price | $ 0 | $ 0 | |||
Shares conversion price (in dollars per share) | $ 0.14 | ||||
Series D Preferred Stock [Member] | Private Placement [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, shares issued (in shares) | 8 | ||||
Preferred stock, par value (in dollars per share) | 0.001 | ||||
Preferred stock, stated value (in dollars per share) | $ 25,000 | ||||
Aggregate total purchase price | $ 200,000 | ||||
Series C and D Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Convertible preferred stock converted to common stock (in shares) | 17,499,958 |
Equity transactions (Details)
Equity transactions (Details) - USD ($) | Aug. 06, 2020 | Jun. 05, 2020 | Dec. 11, 2019 | Dec. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 23, 2020 |
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 35,000,000 | 1,000,000 | 8,200,000 | 94,727,180 | ||||
Proceeds from warrant exercises | $ 10,000 | $ 1,758,142 | ||||||
Conversion of short term notes payable and convertible notes payable (in shares) | 4,829,789 | |||||||
Conversion of short term notes payable and convertible notes payable | $ 564,729 | $ 6,492,855 | ||||||
Conversion of short term notes and interest (in shares) | 2,250,000 | |||||||
Conversion of short term notes and interest | $ 210,000 | |||||||
Conversion of notes payable, related parties | $ 2,291,047 | |||||||
Conversion of notes payable, related parties (in shares) | 15,475,235 | |||||||
Conversion of convertible promissory notes (in shares) | 26,666,487 | |||||||
Conversion of convertible promissory notes | $ 2,933,313 | |||||||
Conversion of line of credit, related party to equity (in shares) | 225,000 | |||||||
Conversion of line of credit, related party to equity | $ 680,000 | |||||||
Fair value of shares issued for services | $ 2,546,192 | $ 28,500 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||||||
Liability recorded | $ 7,306,165 | |||||||
Residual amount | $ 12,682,516 | |||||||
Stock option exercised (in shares) | 325,000 | |||||||
Proceeds from stock option exercises | $ 48,250 | $ 0 | ||||||
Warrant Exercises 1 [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 19,116,934 | |||||||
Issuance of common stock (in shares) | 19,116,934 | |||||||
Proceeds from warrant exercises | $ 1,758,142 | |||||||
Warrant Exercises 2 [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 21,167,488 | |||||||
Issuance of common stock (in shares) | 21,167,488 | |||||||
Warrant Exercises 2 [Member] | Customer Deposits [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrant, exchange price value | $ 1,827,315 | $ 1,827,315 | ||||||
Warrant Exercises 2 [Member] | Accounts Payable [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrant, exchange price value | $ 36,500 | $ 36,500 | ||||||
Cashless Warrant Exercises 1 [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 10,423,886 | |||||||
Issuance of common stock (in shares) | 4,962,157 | |||||||
Cashless Warrant Exercises 2 [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 450,000 | |||||||
Issuance of common stock (in shares) | 450,000 | |||||||
Class L, Class N and Series A Warrant Exercises [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 35,677,272 | |||||||
Conversion of short term notes payable to equity (in shares) | 2,903,758 | |||||||
Conversion of short term notes payable to equity | $ 3,559,542 | |||||||
Issuance of common stock (in shares) | 38,581,030 | |||||||
Class L and Class N Warrants Exercises [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 6,795,455 | |||||||
Issuance of common stock (in shares) | 7,020,455 | |||||||
Litigation Settlement [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Restricted common stock issued, shares (in shares) | 200,000 | |||||||
Fair value of restricted common stock issued | $ 50,000 | |||||||
Private Placement [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Issuance of common stock (in shares) | 123,550,000 | 21,071,143 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.14 | ||||||
Common stock issued in conjunction with offering, shares (in shares) | 1,071,428 | 20,000,711 | ||||||
Cash proceeds from common stock issued in conjunction with offering | $ 150,000 | $ 2,800,100 | ||||||
Proceeds from private placement | $ 21,456,468 | |||||||
Increase in common stock due to proceeds from PIPE stock and warrants | $ 123,550 | |||||||
Third Party Placement Agent [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrant exercise price (in dollars per share) | $ 0.25 | |||||||
Warrants expiration period | 3 years | |||||||
Consulting Agreement [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Term of consulting agreement | 3 months | |||||||
Shares to be issued for services (in shares) | 75,000 | |||||||
Additional shares to be issued for services (in shares) | 75,000 | |||||||
Shares issued for services (in shares) | 150,000 | 12,700,000 | ||||||
Fair value of shares issued for services | $ 2,546,192 | $ 28,500 | ||||||
LGH Investment LLC [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Issuance of common stock (in shares) | 200,000 | |||||||
Class P Warrants [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Common stock issued upon exercise of warrants (in shares) | 1,000,000 | |||||||
Warrants exercised (in shares) | 1,000,000 | 0 | ||||||
Purchase price per share (in dollars per share) | $ 0.01 | |||||||
Warrant exercise price (in dollars per share) | $ 0.20 | |||||||
Class L Warrants [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 57,133,339 | |||||||
Conversion of short term notes payable and convertible notes payable (in shares) | 2,579,789 | |||||||
Conversion of short term notes payable and convertible notes payable | $ 354,729 | |||||||
Series A Warrants [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 1,092,936 | |||||||
Common stock issued upon conversion of advances from related parties, shares (in shares) | 262,811 | |||||||
Common stock issued upon conversion of advances from related parties, amount | $ 18,098 | |||||||
Class E Warrants [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants exercised (in shares) | 0 | |||||||
Purchase price per share (in dollars per share) | $ 0.20 | |||||||
Warrant exercise price (in dollars per share) | $ 0.25 | |||||||
Class E Warrants [Member] | Maximum [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants to purchase shares (in shares) | 123,550,000 | |||||||
Class E Warrants [Member] | Third Party Placement Agent [Member] | Maximum [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Warrants to purchase shares (in shares) | 9,266,250 | |||||||
Class K Warrants [Member] | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Common stock issued upon exercise of warrants (in shares) | 7,200,000 | |||||||
Warrants exercised (in shares) | 7,200,000 | 0 | ||||||
Conversion of notes payable, related parties | $ 636,000 |
Related party transactions (Det
Related party transactions (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)Unit | Dec. 31, 2019USD ($) | |
Related Party Transaction Disclosures [Abstract] | ||
Minimum number of units purchase by related party | Unit | 100 | |
Purchase of units over period by related party | 3 years | |
Contract liabilities | $ 69,772 | $ 639,801 |
A. Michael Stolarski [Member] | ||
Related Party Transaction Disclosures [Abstract] | ||
Revenue from related party | 45,019 | 253,013 |
Contract liabilities | $ 69,772 | $ 117,152 |
Stock-based compensation, Stock
Stock-based compensation, Stock Inventive Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options [Roll Forward] | |||
Exercised (in shares) | (325,000) | ||
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Non-statutory options expiration period | 10 years | ||
Common stock shares reserved (in shares) | 35,000,000 | 35,000,000 | |
Options [Roll Forward] | |||
Outstanding (in shares) | 34,303,385 | 31,703,385 | |
Granted (in shares) | 100,000 | 2,700,000 | |
Exercised (in shares) | (325,000) | 0 | |
Forfeited or expired (in shares) | (2,140,000) | (100,000) | |
Outstanding (in shares) | 31,938,385 | 34,303,385 | 31,703,385 |
Vested and exercisable (in shares) | 31,588,385 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding (in dollars per share) | $ 0.28 | $ 0.29 | |
Granted (in dollars per share) | 0.26 | 0.15 | |
Exercised (in dollars per share) | 0.15 | 0 | |
Forfeited or expired (in dollars per share) | 0.71 | 0.11 | |
Outstanding (in dollars per share) | 0.26 | 0.28 | $ 0.29 |
Vested and exercisable (in dollars per share) | 0.28 | ||
Range of exercise prices for options, lower range limit (in dollars per share) | $ 0.26 | 0.14 | |
Range of exercise prices for options, upper range limit (in dollars per share) | $ 0.18 | ||
Weighted average remaining contractual term for outstanding exercisable stock options | 5 years 11 months 8 days | 6 years 7 months 13 days | 7 years 4 months 24 days |
Weighted average remaining contractual term for exercisable stock options | 5 years 11 months 8 days | ||
Aggregate intrinsic value for outstanding options | $ 1,372,116 | $ 981,088 | $ 2,085,866 |
Aggregate intrinsic value for vested and exercisable options | $ 1,368,616 | ||
Shares available for grant (in shares) | 3,061,615 | ||
Aggregate grant date value | $ 21,900 | $ 333,422 | |
Stock options term | 10 years | 10 years | |
Stock Incentive Plan [Member] | Minimum [Member] | |||
Weighted Average Exercise Price [Roll Forward] | |||
Range of exercise prices for options, lower range limit (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.04 |
Stock Incentive Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Non-statutory options vesting period | 3 years | ||
Weighted Average Exercise Price [Roll Forward] | |||
Range of exercise prices for options, upper range limit (in dollars per share) | $ 1.98 | $ 2 | $ 2 |
Stock-based compensation, Weigh
Stock-based compensation, Weighted Average Assumptions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions [Abstract] | ||
Weighted average expected life in years | 1 year 3 months 18 days | |
Weighted average volatility | 92.76% | |
Weighted average risk-free interest rate | 0.15% | |
Stock Option [Member] | ||
Weighted average assumptions [Abstract] | ||
Weighted average expected life in years | 5 years | 5 years |
Weighted average volatility | 124.38% | |
Weighted average risk-free interest rate | 1.59% | |
Expected dividend yield | 0.00% | 0.00% |
Compensation cost related to options granted | $ 21,900 | $ 333,422 |
Unamortized compensation cost related to options granted | $ 0 | $ 0 |
Stock Option [Member] | Minimum [Member] | ||
Weighted average assumptions [Abstract] | ||
Weighted average volatility | 131.00% | |
Weighted average risk-free interest rate | 1.54% | |
Stock Option [Member] | Maximum [Member] | ||
Weighted average assumptions [Abstract] | ||
Weighted average volatility | 189.00% | |
Weighted average risk-free interest rate | 2.15% |
Joint ventures (Details)
Joint ventures (Details) | Sep. 06, 2019USD ($) | Jun. 22, 2018USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)Installment | Dec. 31, 2019USD ($) | Dec. 13, 2019USD ($) | Apr. 30, 2019USD ($) | Sep. 21, 2018USD ($) |
Joint Venture Agreements [Abstract] | ||||||||
Partnership fee received | $ 600,000 | $ 0 | ||||||
JV Agreement [Member] | ||||||||
Joint Venture Agreements [Abstract] | ||||||||
Partnership fee | $ 600,000 | |||||||
Partnership fee received | $ 600,000 | |||||||
FKS [Member] | ||||||||
Joint Venture Agreements [Abstract] | ||||||||
Number of installments | Installment | 2 | |||||||
Fee for initial distribution rights received, installment one | $ 50,000 | |||||||
Fee for initial distribution rights received, installment two | 50,000 | |||||||
Fee for initial distribution rights to be received | $ 400,000 | |||||||
FKS [Member] | Taiwan [Member] | ||||||||
Joint Venture Agreements [Abstract] | ||||||||
Fee for initial distribution rights received | $ 500,000 | |||||||
FKS [Member] | SEA Region [Member] | ||||||||
Joint Venture Agreements [Abstract] | ||||||||
Fee for initial distribution rights received | $ 500,000 | |||||||
FKS [Member] | JV Agreement [Member] | ||||||||
Joint Venture Agreements [Abstract] | ||||||||
Penalty fee for early termination | $ 50,000 | |||||||
Outstanding amount for equipment delivered | $ 63,275 | |||||||
Outstanding amount credited after return of equipment | $ 63,275 |
Income taxes, Components of Inc
Income taxes, Components of Income Tax Provision (Benefit) from Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Components of Net Loss Before Income Taxes [Abstract] | ||
Domestic | $ (30,945,249) | $ (10,595,457) |
Foreign | 8,216 | 165,618 |
NET LOSS | (30,937,033) | (10,429,839) |
Current [Abstract] | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total | 0 | 0 |
Deferred [Abstract] | ||
Federal | (5,420,438) | (2,300,997) |
State | (964,218) | (409,313) |
Foreign | 1,577 | (3,676) |
Change in valuation allowance | 6,383,079 | 2,713,986 |
Total | $ 0 | $ 0 |
Income taxes, Income Tax Provis
Income taxes, Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income taxes [Abstract] | ||
Undistributed earnings of foreign subsidiaries | $ 0 | $ 0 |
Percentage of federal statutory income tax rate | 21.00% | 21.00% |
Tax expense (benefit) at statutory rate | $ (6,498,502) | $ (2,071,322) |
Increase (reduction) in income taxes resulting from [Abstract] | ||
State income taxes (benefit), net of federal benefit | (913,233) | (291,082) |
Non-deductible gain on warrant adjustment valuation | 670,450 | (47,810) |
Income from foreign subsidiaries | 1,725 | (2,595) |
Change in valuation allowance | 6,383,079 | 2,713,986 |
Other | 356,481 | (301,177) |
Income tax expense (benefit) | $ 0 | $ 0 |
Income taxes, Deferred Tax Asse
Income taxes, Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred tax assets [Abstract] | ||||
Net operating loss carryforwards | $ 28,047,903 | $ 23,727,093 | ||
Net operating loss carryforwards - foreign | 18,649 | 20,227 | ||
Excess of tax basis over book value of property and equipment | 7,754 | 4,240 | ||
Excess of tax basis over book value of intangible assets | 1,811,264 | 73,705 | ||
Stock-based compensation | 1,613,258 | 1,607,841 | ||
Accrued employee compensation | 426,514 | 357,869 | ||
Capitalized equity costs | 49,471 | 49,471 | ||
Net change in reserve accounts | 287,035 | 38,323 | ||
Gross deferred tax assets | 32,261,848 | 25,878,769 | ||
Valuation allowance | (32,261,848) | (25,878,769) | ||
Net deferred tax assets | 0 | 0 | ||
Income Tax Penalties and Interest Expense [Abstract] | ||||
Income tax penalties | 0 | 0 | ||
Interest on income taxes | $ 0 | 0 | ||
Earliest Tax Year [Member] | ||||
Operating Loss Carryforwards [Abstract] | ||||
Operating loss carryforwards, expiry date | Dec. 31, 2024 | |||
Latest Tax Year [Member] | ||||
Operating Loss Carryforwards [Abstract] | ||||
Operating loss carryforwards, expiry date | Dec. 31, 2025 | |||
Domestic [Member] | ||||
Operating Loss Carryforwards [Abstract] | ||||
Net operating loss carryforwards | $ 77,900,000 | |||
Operating loss carryforwards limited with no expiration | $ 36,300,000 | 36,300,000 | $ 36,300,000 | |
Foreign [Member] | ||||
Operating Loss Carryforwards [Abstract] | ||||
Net operating loss carryforwards | 100,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Abstract] | ||||
Net operating loss carryforwards | $ 77,900,000 | |||
Operating loss carryforwards limited with no expiration | $ 36,300,000 | $ 36,300,000 | $ 36,300,000 |
Subsequent events, Cashless War
Subsequent events, Cashless Warrant Exercise (Details) - shares | Feb. 28, 2021 | Aug. 06, 2020 | Jun. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cashless Warrant Exercise [Abstract] | ||||||
Warrants outstanding (in shares) | 190,356,736 | 9,474,091 | 103,994,927 | |||
Warrants exercised (in shares) | 35,000,000 | 1,000,000 | 8,200,000 | 94,727,180 | ||
LGH Warrant [Member] | ||||||
Cashless Warrant Exercise [Abstract] | ||||||
Warrants outstanding (in shares) | 35,000,000 | 0 | ||||
Warrants exercised (in shares) | 0 | |||||
Subsequent Event [Member] | LGH Warrant [Member] | ||||||
Cashless Warrant Exercise [Abstract] | ||||||
Warrants outstanding (in shares) | 35,000,000 | |||||
Warrants exercised (in shares) | 11,400,000 | |||||
Common stock issued upon exercise of warrants (in shares) | 10,925,000 |
Subsequent events, Second SBA l
Subsequent events, Second SBA loan (Details) - Second PPP Loan [Member] - Subsequent Event [Member] | Feb. 20, 2021USD ($) |
Subsequent Event [Abstract] | |
Proceeds from PPP loan | $ 1,033,005 |
Debt maturity date | Feb. 20, 2026 |
Interest rate | 1.00% |
Frequency of payment | monthly |
Subsequent events, April 2021 S
Subsequent events, April 2021 Securities Purchase Agreement and Warrants (Details) - USD ($) | Apr. 21, 2021 | Apr. 20, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Abstract] | ||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||
Proceeds from, promissory note disbursement | $ 13,346,547 | $ 0 | ||
Forecast [Member] | April 2021 Securities Purchase Agreement and Warrants [Member] | ||||
Subsequent Event [Abstract] | ||||
Principal amount | $ 3,402,000 | |||
Warrant exercise price (in dollars per share) | $ 0.18 | |||
Proceeds from, promissory note disbursement | $ 750,000 | |||
Promissory note maturity term | 12 months | |||
Subsequent Event [Member] | April 2021 Securities Purchase Agreement and Warrants [Member] | ||||
Subsequent Event [Abstract] | ||||
Warrants to purchase additional common stock (in shares) | 16,666,667 | |||
Warrants term period | 4 years | |||
Promissory note disbursement, interest rate | 5.00% | |||
Common stock conversion price per share (in dollars per share) | $ 0.18 | |||
Common stock conversion price percentage | 90.00% |
Subsequent events, Supplier Dis
Subsequent events, Supplier Disputes (Details) - UltraMIST Devices [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 23, 2021 | Aug. 06, 2020 | |
Subsequent Event [Abstract] | |||
Purchase order of remaining commitment | $ 1,058,170 | ||
Percentage of production delay fees | 1.25% | ||
Percentage of cancelation clause of remaining balance | 20.00% | ||
Minimum [Member] | |||
Subsequent Event [Abstract] | |||
Period of delaying production | 6 months | ||
Subsequent Event [Member] | |||
Subsequent Event [Abstract] | |||
Additional amount of fees and charges for cancellation of purchase order | $ 319,746 |
Subsequent events, Non-payments
Subsequent events, Non-payments of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Aug. 06, 2020 | |
Health Tronics [Member] | ||
Subsequent Event [Abstract] | ||
Notes payable, maturity date | Aug. 6, 2021 | |
Principal amount | $ 1,372,743 | |
Interest rate | 12.00% | |
A. Michael Stolarski [Member] | ||
Subsequent Event [Abstract] | ||
Notes payable, maturity date | Aug. 6, 2021 | |
Principal amount | $ 223,511 | |
Interest rate | 12.00% | |
Convertible Note [Member] | Health Tronics [Member] | ||
Subsequent Event [Abstract] | ||
Notes payable, maturity date | Aug. 6, 2021 | |
Principal amount | $ 1,372,743 | |
Accrued interest rate | 2.00% | |
Interest rate | 12.00% | |
Convertible Note [Member] | A. Michael Stolarski [Member] | ||
Subsequent Event [Abstract] | ||
Notes payable, maturity date | Aug. 6, 2021 | |
Principal amount | $ 223,511 | |
Accrued interest rate | 2.00% | |
Interest rate | 12.00% | |
Convertible Note [Member] | Sellere [Member] | ||
Subsequent Event [Abstract] | ||
Notes payable, maturity date | Aug. 6, 2021 | |
Principal amount | $ 4,000,000 | |
Accrued interest rate | 5.00% | |
Interest rate | 12.00% |
Subsequent events, August 2021
Subsequent events, August 2021 Forgiveness of May 2020 SBA loan (Details) - PPP Loan [Member] - Subsequent Event [Member] | Aug. 27, 2021USD ($) |
Loans and Leases Receivable, Net of Deferred Income [Abstract] | |
Forgiveness of loan, principal amount | $ 454,335 |
Forgiveness of loan, interest amount | $ 5,755 |
Subsequent events, September 20
Subsequent events, September 2021 Securities Purchase Agreement and Warrants (Details) | Sep. 03, 2021USD ($)d$ / sharesshares | Dec. 31, 2020$ / shares |
Subsequent Event [Abstract] | ||
Warrant exercise price (in dollars per share) | $ 0.01 | |
Forecast [Member] | September 2021 Securities Purchase Agreement and Warrants [Member] | ||
Subsequent Event [Abstract] | ||
Principal amount | $ | $ 543,478 | |
Warrant exercise price (in dollars per share) | $ 0.18 | |
Promissory note maturity term | 12 months | |
Number of trading days | d | 10 | |
Subsequent Event [Member] | September 2021 Securities Purchase Agreement and Warrants [Member] | ||
Subsequent Event [Abstract] | ||
Warrants to purchase additional common stock (in shares) | shares | 2,777,779 | |
Warrants term period | 5 years | |
Promissory note disbursement, interest rate | 5.00% | |
Common stock conversion price per share (in dollars per share) | $ 0.18 | |
Common stock conversion price percentage | 90.00% | |
Common stock conversion volume-weighted price percentage | 75.00% | |
Subsequent Event [Member] | September 2021 Securities Purchase Agreement and Warrants [Member] | Maximum [Member] | ||
Subsequent Event [Abstract] | ||
Common stock conversion price per share (in dollars per share) | $ 0.01 |