Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Feb. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 000-52985 | |
Entity Registrant Name | SANUWAVE Health, Inc. | |
Entity Central Index Key | 0001417663 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 20-1176000 | |
Entity Address, Address Line One | 3360 Martin Farm Road | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Suwanee | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30024 | |
City Area Code | 770 | |
Local Phone Number | 419-7525 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | SNWV | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 496,528,712 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 327 | $ 2,437 |
Accounts receivable, net of allowance for doubtful accounts of $650 in 2021 and $343 in 2020 | 2,417 | 2,356 |
Inventory | 1,526 | 2,956 |
Prepaid expenses and other current assets | 426 | 179 |
Total Current Assets | 4,696 | 7,928 |
Property and Equipment, net | 629 | 471 |
Right of Use Assets, net | 462 | 795 |
Other Intangible Assets, net | 6,017 | 6,545 |
Goodwill | 7,260 | 7,260 |
Other Assets | 118 | 28 |
Total Assets | 19,182 | 23,027 |
Current Liabilities: | ||
Senior secured promissory note payable, in default | 11,358 | 10,676 |
Convertible promissory notes payable, in default | 9,690 | 4,000 |
Convertible promissory notes, related parties, in default | 1,596 | 1,596 |
Advances on future cash receipts | 498 | 0 |
Accounts payable | 7,069 | 4,454 |
Accrued expenses | 4,178 | 2,127 |
Accrued employee compensation | 3,342 | 2,541 |
Due under factoring agreement | 1,244 | 0 |
Warrant liability | 5,669 | 8,855 |
Current portion of SBA loans | 91 | 321 |
Accrued interest | 1,944 | 1,021 |
Accrued interest, related parties | 227 | 77 |
Current portion of lease liabilities | 327 | 451 |
Current portion of contract liabilities | 40 | 32 |
Other | 32 | 23 |
Total Current Liabilities | 47,305 | 36,174 |
Non-current Liabilities | ||
SBA loans | 942 | 143 |
Lease liabilities | 181 | 391 |
Contract liabilities | 230 | 37 |
Deferred tax liability | 28 | 0 |
Total Non-current Liabilities | 1,381 | 571 |
Total Liabilities | 48,686 | 36,745 |
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 September 30, 2021 and December 31, 2020 | 0 | 0 |
Common Stock, par value $0.001, 800,000,000 shares authorized; 481,619,621 and 470,694,621 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 482 | 471 |
Additional Paid-in Capital | 144,582 | 142,563 |
Accumulated Deficit | (174,494) | (156,690) |
Accumulated Other Comprehensive Loss | (74) | (62) |
Total Stockholders' Deficit | (29,504) | (13,718) |
Total Liabilities and Stockholders' Deficit | $ 19,182 | $ 23,027 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 650 | $ 343 |
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) | 481,619,621 | 470,694,621 |
Common stock, shares outstanding (in shares) | 481,619,621 | 470,694,621 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 6,175 | 6,175 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 293 | 293 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 90 | 90 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized (in shares) | 8 | 8 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total Revenue | $ 3,725 | $ 1,366 | $ 8,750 | $ 1,598 |
Cost of Revenues | 1,555 | 601 | 3,658 | 811 |
Gross Margin | 2,170 | 765 | 5,092 | 787 |
Operating Expenses: | ||||
General and administrative | 3,058 | 5,329 | 9,494 | 9,826 |
Selling and marketing | 2,150 | 1,373 | 6,450 | 2,414 |
Research and development | 297 | 432 | 923 | 984 |
Total Operating Expenses | 5,505 | 7,134 | 16,867 | 13,224 |
Operating Loss | (3,335) | (6,369) | (11,775) | (12,437) |
Other Income (Expense): | ||||
Interest expense | (1,781) | (690) | (4,340) | (878) |
Change in fair value of derivative liabilities | 1,555 | (5,591) | 1,599 | (5,591) |
Interest expense, related party | (55) | (61) | (150) | (432) |
Partnership fee income | 0 | 600 | 0 | 600 |
Loss on issuance of debt | (1,088) | 0 | (3,572) | 0 |
Gain / (loss) on extinguishment of debt | 460 | (503) | 460 | (503) |
Gain / (loss) on foreign currency exchange | (2) | (24) | 2 | (32) |
Other Income (Expense), net | (911) | (6,269) | (6,001) | (6,836) |
Net Loss before Income Taxes | (4,246) | (12,638) | (17,776) | (19,273) |
Provision for Income Taxes | 6 | 0 | 28 | 0 |
Net Loss | (4,252) | (12,638) | (17,804) | (19,273) |
Other Comprehensive Loss | ||||
Foreign currency translation adjustments | 0 | 3 | (12) | 1 |
Total Comprehensive Loss | $ (4,252) | $ (12,635) | $ (17,816) | $ (19,272) |
Loss per Share: | ||||
Net loss per share - basic (in dollars per share) | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.06) |
Net loss per share - diluted (in dollars per share) | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.06) |
Weighted average shares outstanding - basic (in shares) | 518,310,781 | 384,502,450 | 518,370,156 | 326,405,397 |
Weighted average shares outstanding - diluted (in shares) | 518,310,781 | 384,502,450 | 518,370,156 | 326,405,397 |
Accessory and Parts Revenue [Member] | ||||
Revenues: | ||||
Total Revenue | $ 2,400 | $ 1,212 | $ 6,509 | $ 1,288 |
Product [Member] | ||||
Revenues: | ||||
Total Revenue | 1,299 | 72 | 2,066 | 216 |
License Fees and Other [Member] | ||||
Revenues: | ||||
Total Revenue | $ 26 | $ 82 | $ 175 | $ 94 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Preferred Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Series C Preferred Stock [Member] | Common Stock [Member]Series D Preferred Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series C Preferred Stock [Member] | Additional Paid-in Capital [Member]Series D Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series C Preferred Stock [Member] | Accumulated Deficit [Member]Series D Preferred Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Series C Preferred Stock [Member] | Accumulated Other Comprehensive Loss [Member]Series D Preferred Stock [Member] | Total | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] |
Beginning balance at Dec. 31, 2019 | $ 0 | $ 294 | $ 115,458 | $ (125,752) | $ (62) | $ (10,062) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 293,780,400 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Reclassification of warrant liability due to cashless warrant exercise | 0 | |||||||||||||||||
Proceeds from warrant exercise | $ 0 | $ 1 | 9 | 0 | 0 | 10 | ||||||||||||
Proceeds from warrant exercise (in shares) | 0 | 1,000,000 | ||||||||||||||||
Conversion of short term notes and convertible notes payable | $ 5 | 560 | 0 | 0 | 565 | |||||||||||||
Conversion of short term notes and convertible notes payable (in shares) | 0 | 4,829,789 | ||||||||||||||||
Conversion of notes payable, related parties | $ 0 | $ 15 | 2,275 | 2,290 | ||||||||||||||
Conversion of notes payable, related parties (in shares) | 0 | 15,475,235 | ||||||||||||||||
Conversion of advances from related parties | $ 0 | $ 0 | 18 | 0 | 0 | 18 | ||||||||||||
Conversion of advances from related parties (in shares) | 0 | 262,811 | ||||||||||||||||
Preferred Stock Conversion | $ 0 | $ 0 | $ 16 | $ 2 | $ 2,234 | $ 198 | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,250 | $ 200 | ||||||
Preferred Stock Conversion (in shares) | 0 | 0 | 16,071,390 | 1,428,568 | ||||||||||||||
Shares issued for services | $ 0 | $ 8 | 1,789 | 0 | 0 | 1,796 | ||||||||||||
Shares issued for services (in shares) | 0 | 8,200,000 | ||||||||||||||||
Inducement shares issued | $ 0 | $ 0 | 45 | 0 | 0 | 45 | ||||||||||||
Inducement shares issued (in shares) | 0 | 200,000 | ||||||||||||||||
Proceeds from PIPE offering, net of offering costs | $ 0 | $ 125 | 12,558 | 0 | 0 | 12,683 | ||||||||||||
Proceeds from PIPE offering, net of offering costs (in shares) | 0 | 124,621,428 | ||||||||||||||||
LGH Warrant Liability | $ 0 | $ 0 | (249) | 0 | 0 | (249) | ||||||||||||
Stock-based compensation | 0 | 0 | 22 | 0 | 0 | 22 | ||||||||||||
Proceeds from stock option exercise | $ 0 | $ 0 | 44 | 0 | 0 | 44 | ||||||||||||
Proceeds from stock option exercise (in shares) | 0 | 225,000 | ||||||||||||||||
Beneficial conversion feature on convertible debt | $ 0 | $ 0 | 561 | 0 | 0 | 561 | ||||||||||||
Net loss | 0 | 0 | 0 | (19,273) | 0 | (19,273) | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 1 | ||||||||||||
Ending balance at Sep. 30, 2020 | $ 0 | $ 466 | 135,522 | (145,025) | (62) | (9,099) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 466,094,621 | ||||||||||||||||
Beginning balance at Jun. 30, 2020 | $ 0 | $ 302 | 117,327 | (132,387) | (65) | (14,823) | ||||||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 0 | 302,119,428 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Conversion of notes payable, related parties | $ 0 | $ 15 | 2,276 | 0 | 0 | 2,291 | ||||||||||||
Conversion of notes payable, related parties (in shares) | 0 | 15,475,235 | ||||||||||||||||
Conversion of short-term notes and settlements | $ 0 | $ 2 | 208 | 0 | 0 | 210 | ||||||||||||
Conversion of short-term notes and settlements (in shares) | 0 | 2,250,000 | ||||||||||||||||
Preferred Stock Conversion | $ 0 | $ 0 | $ 16 | $ 2 | $ 2,234 | $ 198 | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,250 | $ 200 | ||||||
Preferred Stock Conversion (in shares) | 0 | 0 | 16,071,390 | 1,428,568 | ||||||||||||||
Shares issued for services | $ 0 | $ 5 | 1,075 | 0 | 0 | 1,080 | ||||||||||||
Shares issued for services (in shares) | 0 | 5,000,000 | ||||||||||||||||
Inducement shares issued | $ 0 | $ 0 | 45 | 0 | 0 | 45 | ||||||||||||
Inducement shares issued (in shares) | 0 | 200,000 | ||||||||||||||||
Proceeds from PIPE offering, net of offering costs | $ 0 | $ 124 | 12,408 | 0 | 0 | 12,532 | ||||||||||||
Proceeds from PIPE offering, net of offering costs (in shares) | 0 | 123,550,000 | ||||||||||||||||
LGH Warrant Liability | $ 0 | $ 0 | (249) | 0 | 0 | (249) | ||||||||||||
Net loss | 0 | 0 | 0 | (12,638) | 0 | (12,638) | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 3 | 3 | ||||||||||||
Ending balance at Sep. 30, 2020 | $ 0 | $ 466 | 135,522 | (145,025) | (62) | (9,099) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 466,094,621 | ||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 471 | 142,563 | (156,690) | (62) | (13,718) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 470,694,621 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Cashless warrant exercise | $ 0 | $ 11 | (11) | 0 | 0 | 0 | ||||||||||||
Cashless warrant exercise (in shares) | 0 | 10,925,000 | ||||||||||||||||
Reclassification of warrant liability due to cashless warrant exercise | $ 0 | $ 0 | 2,030 | 0 | 0 | 2,030 | ||||||||||||
Reclassification of warrant liability due to cashless warrant exercise (in shares) | 0 | 0 | ||||||||||||||||
Net loss | $ 0 | $ 0 | 0 | (17,804) | 0 | (17,804) | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | (12) | (12) | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 482 | 144,582 | (174,494) | (74) | (29,504) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 481,619,621 | ||||||||||||||||
Beginning balance at Jun. 30, 2021 | $ 0 | $ 482 | 144,582 | (170,242) | (74) | (25,252) | ||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 0 | 481,619,621 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net loss | $ 0 | $ 0 | 0 | (4,252) | 0 | (4,252) | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 482 | $ 144,582 | $ (174,494) | $ (74) | $ (29,504) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 481,619,621 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows - Operating Activities: | ||
Net loss | $ (17,804) | $ (19,273) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Amortization of intangibles | 528 | 245 |
Depreciation | 442 | 200 |
Bad debt expense | 307 | (40) |
Shares issued for services | 0 | 1,820 |
Shares issued for inducement | 0 | 45 |
Deferred taxes | 28 | 0 |
Change in fair value of derivative liabilities | (1,599) | 5,591 |
Loss on issuance of debt | 3,572 | 0 |
Loss (Gain) on extinguishment of debt | (460) | 503 |
Amortization of debt issuance costs | 240 | 214 |
Amortization of debt discount | 1,178 | 0 |
Accrued interest | 929 | 191 |
Interest payable, related parties | 150 | 696 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | (345) | (1,280) |
Inventory | 1,430 | (137) |
Prepaid expenses | (218) | (502) |
Other assets | (137) | 11 |
Operating leases | 0 | (3) |
Financing leases | 0 | 2 |
Accounts payable | 2,656 | 883 |
Accrued expenses | 1,652 | 492 |
Accrued employee compensation | 885 | 1,092 |
Contract liabilities | 60 | (530) |
Net Cash Used by Operating Activities | (6,506) | (9,780) |
Cash Flows - Investing Activities | ||
Acquisition of UltraMIST, net of $4,000,000 note payable to seller | 0 | (20,000) |
Purchases of property and equipment | (441) | (39) |
Net Cash Flows Used by Investing Activities | (441) | (20,039) |
Cash Flows - Financing Activities | ||
Proceeds from sale of convertible preferred stock | 0 | 2,450 |
Proceeds from convertible promissory note | 1,928 | 1,100 |
Proceeds from SBA loan | 1,033 | 614 |
Proceeds from PIPE offering, net of offering costs | 0 | 21,456 |
Proceeds from senior promissory notes | 940 | 13,347 |
Proceeds from stock option exercises | 0 | 44 |
Proceeds from factoring | 1,244 | 0 |
Proceeds from warrant exercise | 0 | 10 |
Proceeds from related party advances | 125 | 0 |
Payments of principal on convertible promissory notes, related parties, convertible promissory notes and SBA loans | (237) | (5,458) |
Payments of principal on finance leases | (143) | (114) |
Net Cash Flows Provided by Financing Activities | 4,890 | 33,449 |
Effect of Exchange Rates on Cash | (53) | 1 |
Net Change in Cash During Period | (2,110) | 3,631 |
Cash at Beginning of Period | 2,437 | 1,761 |
Cash at End of Period | 327 | 5,392 |
Supplemental Information: | ||
Cash paid for interest | 1,993 | 0 |
Non-cash Investing and Financing Activities: | ||
Reclassification of warrant liability due to cashless warrant exercise | 2,030 | 0 |
Acquisition of UltraMIST partially financed with convertible promissory note | 0 | 4,000 |
Conversion of short-term notes payable to equity | 0 | 565 |
Conversion of advances from related parties to equity | 0 | 18 |
Additions to right of use assets from new finance lease liabilities | 0 | 128 |
Embedded conversion feature on convertible debt | 2,740 | 561 |
Warrant issuance in conjunction with convertible notes | $ 758 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
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 | 9 Months Ended |
Sep. 30, 2021 | |
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 accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, these Condensed Consolidated Financial Statements do not include all the information and disclosures required by U.S. GAAP for comprehensive financial statements. The financial information as of September 30 and for the three and nine month ended September 30 and 2020 is unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2021. The Condensed Consolidated Balance Sheet at December 31, 2020 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and disclosures required by U.S. GAAP for comprehensive financial statements. These financial statements should be read in conjunction with the Company’s December 31, 2020 Annual Report on Form 10-K filed with the SEC on October 21, 2021 (the “2020 Annual Report”). Reclassifications – COVID-19 – |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
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® system and intend to 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 Quarterly Report on Form 10-Q. The continuation of our business is dependent upon raising additional capital to fund operations. Management’s plans are to obtain additional capital in 2022 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, if available, obtain funds through financing transactions with unfavorable terms. The accompanying Condensed 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 Condensed Consolidated Financial Statements do not necessarily purport to represent realizable or settlement values. The Condensed Consolidated Financial Statements do not include any adjustment that might result from the outcome of this uncertainty. Our Condensed 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 | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Significant accounting policies followed by the Company are summarized below and should be read in conjunction with those described in Note 3 to the Consolidated Financial Statements in our 2020 Annual Report. 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 and the estimated fair value of embedded derivatives, including warrants and embedded conversion options on convertible debt issuances. Goodwill and Other Intangible Assets – Intangibles-Goodwill and Other Fair value of financial instruments – The Company utilizes the guidance of ASC Topic 820-10, Fair Value Measurements (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. The framework that is set forth in this standard is applicable to the fair value measurements where it is permitted or required under other accounting pronouncements. 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 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities: • Level 2 – • Level 3 – The Company recognizes all derivatives on the Condensed Consolidated Balance Sheet at fair value. Each of the pricing models 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. 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 May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). 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. The amendments in ASU 2017-04 modified the testing that an entity should perform for its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amendment is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2017-04 effective January 1, 2021. The adoption of this guidance did not impact our results of operations or financial position. |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
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 three and nine months ended September 30, 2021, and 2020. In accordance with ASC Topic 260-10-45-13, Earnings Per Share Accordingly, warrants issued with a $0.01 per share exercise price, are included in weighted average shares outstanding as follows: Three Months Ended September 30, 2021 September 30, 2020 Weighted average shares outstanding Common shares 481,619,621 302,119,428 Common shares issuable assuming exercise of nominally priced warrants 36,691,160 82,383,022 Weighted average shares outstanding 518,310,781 384,502,450 Nine Months Ended September 30, 2021 September 30, 2020 Weighted average shares outstanding Common shares 481,619,621 323,730,859 Common shares issuable assuming exercise of nominally priced warrants 36,750,535 2,674,538 Weighted average shares outstanding 518,370,156 326,405,397 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 three and nine months ended September 30, 2021 and 2020, 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 September 30, 2021 and 2020, respectively (in thousands): 2021 2020 Common stock options 31,760 32,618 Common stock purchase warrants 159,858 190,357 Convertible notes payable 98,675 56,989 290,293 279,964 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory [Abstract] | |
Inventory | 5. Inventory Inventory consists of the following at September 30, 2021 and December 31, 2020 (in thousands): 2021 2020 Inventory - finished goods $ 1,239 $ 2,328 Inventory - parts and accessories 287 628 Total inventory $ 1,526 $ 2,956 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consist of the following at September 30, 2021 and December 31, 2020 (in thousands): 2021 2020 Outside services $ 135 $ 347 License fees 893 336 Board of director's fees 477 320 Registration penalties 1,950 264 Commissions - 239 Legal and professional fees 110 197 Warranty reserve 180 180 Inventory purchases 122 91 Other 311 153 $ 4,178 $ 2,127 There was no activity in the warranty reserve during the three and nine months ended September 30, 2021. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue [Abstract] | |
Revenue | 7. Revenue Disaggregation of Revenue - The following tables present revenue from contracts with customers for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 United States International Total United States International Total Accessories and parts $ 2,375 $ 25 $ 2,400 $ 1,128 $ 84 $ 1,212 Product 1,248 51 1,299 98 (26 ) 72 License fees and other 16 10 26 72 10 82 $ 3,639 $ 86 $ 3,725 $ 1,298 $ 68 $ 1,366 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 United States International Total United States International Total Accessories and parts $ 6,278 $ 231 $ 6,509 $ 1,204 $ 84 $ 1,288 Product 1,759 307 2,066 195 21 216 License fees and other 140 35 175 7 87 94 $ 8,177 $ 573 $ 8,750 $ 1,406 $ 192 $ 1,598 Contract liabilities - As of September 30, 2021 and December 31, 2020, the Company has contract liabilities from contracts with customers as follows (in thousands): September 30, 2021 December 31, 2020 Service agreements $ 145 $ 69 Deposit on future equipment purchases 125 - Total contract liabilities 270 69 Less: current portion (40 ) (32 ) Non-current contract liabilities $ 230 $ 37 During the three months ended September 30, 2021 and 2020, the Company recognized revenue related to these contract liabilities of $8 thousand and $11 thousand, respectively, that were included in the beginning contract liability balances for each of those periods. During the nine months ended September 30, 2021 and 2020, the Company recognized revenue related to these contract liabilities of $24 thousand and $50 thousand, respectively, that were included in the beginning contract liability balances for each of those periods The following table summarizes the changes in contract liabilities during the nine months ended September 30, 2021 (in thousands): Nine Months ended Beginning balance $ 69 New service agreement additions 100 Deposit on future equipment purchases 125 Revenue recognized (24 ) Total contract liabilities 270 Less current portion (40 ) Non-current contract liabilities $ 230 |
Concentration of Credit Risk an
Concentration of Credit Risk and Limited Suppliers | 9 Months Ended |
Sep. 30, 2021 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | 8. Concentration of Credit Risk and Limited Suppliers Major customers are defined as customers whose accounts receivable, or sales individually consist of more than ten percent of total trade receivables or total sales, respectively. The percentage of accounts receivable from major customers of the Company for the periods indicated were as follows: September 30, 2021 December 31, 2020 Accounts Receivable: Customer A 14 % 46 % 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. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Purchases: Vendor A 52 % n/a 46 % n/a Vendor B n/a n/a 15 % n/a Vendor C n/a 16 % n/a 22 % Vendor D n/a 47 % n/a 27 % |
Accounts Receivable Factoring
Accounts Receivable Factoring | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Receivable Factoring [Abstract] | |
Accounts Receivable Factoring | 9. Accounts Receivable Factoring On June 17, 2021, the Company entered into a factoring agreement with Goodman Capital Finance (“Goodman”), an unrelated third party, pursuant to which the Company may sell certain of its accounts receivable to Goodman for 86.25% of the value of the receivable. Advances available under the facility are capped at the lesser of $3.0 million or a formula amount, as defined in the agreement. Interest on advances is assessed at a fixed amount upon funding, which is equivalent to an annualized rate of 15.0% for the first 30 days, and daily thereafter at an annualized rate of 14.4%. The agreement’s term is one month and automatically renews for additional one-month periods, unless either party provides 30 days’ notice of termination. The accounts receivable are sold with recourse back to the Company, therefore the Company accounts for the arrangement as traditional financing. At September 30, 2021, the Company had transferred to Goodman approximately $1.5 million of accounts receivable balances. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | 10. Notes payable The following two tables summarize outstanding notes payable as of September 30, 2021 and December 31, 2020 (in thousands): Maturity Date Stated Interest Rate Incremental Payment in Kind Interest Incremental Default Interest Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Senior secured promissory note payable, in default In default 12.25 % +3.00 % +5.00 % n/a $ 15,000 (3,642 ) - $ 11,358 Convertible promissory notes payable, in default: Seller Note issued 8/6/2020 In default 12.00 % n/a +5.00 % $ 0.10 4,000 - - 4,000 Leviston Note issued 4/20/2021 In default 5.00 % n/a +10.00 % $ 0.0724 815 (452 ) 1,748 2,111 Leviston Note issued 5/14/2021 In default 5.00 % n/a +10.00 % $ 0.0724 815 (506 ) 1,732 2,041 Leviston Note issued 9/3/2022 In default 5.00 % n/a +10.00 % $ 0.0724 272 (251 ) 563 584 Five Institutions' Notes issued 9/3/2021 In default 5.00 % n/a +10.00 % $ 0.0724 543 (501 ) 912 954 Total convertible promissory notes payable, in default 6,445 (1,710 ) 4,955 9,690 Convertible promissory notes payable, related parties, in default: Convertible promissory notes (HealthTronics), related parties In default 12.0 % n/a +2.0 % $ 0.10 1,372 - - 1,372 Convertible promissory notes (Stolarski), related parties In default 12.0 % n/a +2.0 % $ 0.10 224 - - 224 Total convertible promissory notes payable, related parties, in default 1,596 - - 1,596 SBA loan #2 February 20, 2026 1.00 % n/a n/a n/a 1,033 - - 1,033 Advances on future cash receipts March 11, 2022 n/a n/a n/a n/a 763 (265 ) - 498 Total debt outstanding, including amounts in default 24,837 (5,617 ) 4,955 24,175 Less: current maturities, including notes in default (23,895 ) 5,617 (4,955 ) (23,233 ) Total long-term debt as of September 30 2021 $ 942 $ - $ - $ 942 Maturity Date Stated Interest Rate Incremental Payment in Kind Interest Incremental Default Interest Conversion Price Principal Remaining Debt Discount Carrying Value Senior secured promissory note payable, in default In default 12.25 % +3.00 % +5.00 % n/a $ 15,000 (4,324 ) $ 10,676 Convertible promissory notes payable, in default: Seller Note issued 8/6/2020 In default 12.00 % n/a +5.00 % $ 0.10 4,000 - 4,000 Convertible promissory notes payable, related parties, in default: Convertible promissory notes (HealthTronics), related parties In default 12.0 % n/a +2.0 % $ 0.10 1,372 - 1,372 Convertible promissory notes (Stolarski), related parties In default 12.0 % n/a +2.0 % $ 0.10 224 - 224 Total convertible promissory notes payable, related parties, in default 1,596 - 1,596 SBA loan #1 May 28, 2022 1.00 % n/a n/a n/a 464 - 464 Total debt outstanding, including amounts in default 21,060 (4,324 ) 16,736 Less: current maturities, including notes in default (20,917 ) 4,324 (16,593 ) Total long-term debt as of December 31 2020 $ 143 $ - $ 143 Senior secured promissory note payable, in default (“Senior Secured Note”) - 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. The amortization of the debt issuance costs and debt discount for the three and nine months ended September 30, 2021 was $228 thousand and $683 thousand, respectively, and is included in interest expense. Accrued interest related to the Senior Secured Note was $1.3 million and $642 thousand at September 30, 2021 and December 31, 2020, respectively. Interest expense on the Senior Secured Note was $804 thousand and $2.3 million for the three months and nine months ended September 30, 2021, respectively. Convertible promissory notes payable, in default (“Seller Note”) - The Company evaluated embedded conversion features within the convertible promissory note and determined that the conversion feature does not require to be bifurcated. Upon adoption of ASC 2020-6 effective January 1, 2021, the convertible promissory note is accounted for as a single liability due to the elimination of the beneficial conversion feature accounting model. April 2021 Securities Purchase Agreement and Warrants (In default) - On April 20, 2021, the Company entered into a Securities Purchase Agreement (the “Leviston Purchase Agreement”), with Leviston Resources, LLC, an accredited investor (“Leviston”) for the sale by the Company in a private placement (the “Private Placement”) of (i) the Company’s future advance convertible promissory note in an aggregate principal amount of up to $3.4 million (the “Leviston Note”) and (ii) a warrant to purchase an additional 16,666,667 shares of common stock of the Company (the “Leviston Warrant”). The Leviston Warrant has an exercise price of $0.18 per share and a four-year term. The closing of the Private Placement occurred on April 20, 2021 (the “Leviston Closing Date”). As noted above, on April 20, 2021, the Company issued the Leviston Note to the Purchaser in an aggregate principal amount of up to $3.4 million (the “Aggregate Amount”), which shall be advanced in disbursements by the Purchaser (“Leviston Disbursements”), as set forth in the Leviston Note. On May 14, 2021, the Leviston Note was amended to increase the Aggregate Amount to $4.2 million. On April 21, 2021, the Purchaser advanced a Leviston Disbursement of $750 thousand, which is net of an original issue discount of 8%. On May 14, 2021, the Purchaser advanced a second Leviston Disbursement of $750 thousand, also net of an original issue discount of 8%. A $250 thousand Leviston Disbursement was made on September 3, 2021, which was subject to the same terms and conditions of the April and May Leviston Disbursements. In addition, a $500 thousand disbursement was made on September 3, 2021 in accordance with notes issued to five institutional investors (the “Five Institutions’ Notes”), which were subject to substantially the same terms and conditions as the Leviston Disbursements. Warrant issuances to Leviston and Five Institutions’ in April, May and September 2021 On April 20, 2021, May 14, 2021 and September 3, 2021, respectively, Leviston was issued 3,968,254, 3,968,254 and 1,322,751, warrants for shares of common stock. On September 3, 2021, the Company also issued a total of 2,772,751 warrants for shares of common stock to Five Institutions. After evaluating the terms of the warrants, the Company determined that these warrants meet the definition of a derivative liability and accordingly, were recorded as additional discount against the debt at issuance. See details of the associated warrant issuances at Note 11 – Warrants. Embedded Conversion Option Liability The disbursements made in April, May and September 2021 under the Leviston Notes and the Five Institutions’ Notes included a Conversion Option that meets the definition of a derivative liability and, accordingly, is required to be bifurcated. The fair value of Conversion Option liability was determined by using a binomial pricing model. (dollars in thousands): Issuance date (1) Issuance date (1) Issuance date (1) Issuance date (1) Binomial Assumptions April 20, 2021 May 14, 2021 September 3, 2021 September 3, 2021 September 30, 2021 Principal $ 815 $ 815 $ 272 $ 544 $ 2,446 Conversion Price (1) $ 0.18 $ 0.18 $ 0.18 $ 0.18 $ 0.14 Interest Rate (annual) (2) 0.07 % 0.06 % 0.08 % 0.08 % 0.06 % Volatility (annual) (3) 69.60 % 69.60 % 80.10 % 80.10 % 191.15 % Time to Maturity (Years) 1.0 1.0 1.0 1.0 0.7 Fair Value of Conversion Option $ 1,355 $ 1,385 $ 467 $ 932 $ 5,171 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. (2) Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. Interest rates on Leviston and Five Institutions’ Notes, Conversion Option, and Loss on Issuance The Leviston Disbursements and Five Institutions’ Disbursements in April, May and September 2021, bear interest at the rate of 5% per annum and the default rate of 15%. The Leviston Note and Five Institutions’ Notes contains a conversion option (“Conversion Option”) and because they are in default, the Leviston and Five Institutions’ Notes are convertible into common shares of the Company at a conversion price of 75% of the lowest VWAP during the ten trading days ending on the conversion date. The Conversion Option within the Leviston and Five Institutions’ Notes are required to be bifurcated at fair value, which was approximately $1.4 million on the April disbursement and $1.4 million on the May disbursement and $1.4 million on the September disbursements, which resulted in additional debt discounts being recorded at each disbursement date. For the Five Institutions’ Note this conversion rate shall be no lower than $0.01. Because the combined fair value of the applicable warrants and conversion option exceeded the face value of the note, the additional amount beyond the face value is recorded as a loss on issuance of $1.4 million on the April disbursement and $1.1 million on the May disbursement and $1.1 million on the September disbursement. The remaining disbursements up to the Aggregate Amount are subject to the satisfaction of certain terms and conditions set forth in the applicable notes. The disbursements bear an interest at a rate of five percent (5%) per annum and have a maturity date of twelve (12) months from the date of issuance. The Leviston and Five Institutions’ Notes are convertible at the option of the holder into shares of the common stock of the Company at a conversion price per share equal to the lesser of (i) $0.18, and (ii) ninety percent (90%) of the closing price for a share of common stock reported on the OTCQB on the effective date of the Registration Statement (as defined below). The Leviston and Five Institutions’ Note contains customary events of default and covenants, including limitations on incurrences of indebtedness and liens. Pursuant to the Leviston Purchase Agreement and purchase agreements with the Five Institutions (the “Five Institutions’ Purchase Agreements”), the Company has agreed, within a reasonable period of time following the applicable closing date, and in any event prior to any Leviston Disbursement under the Leviston Note subsequent to the initial Leviston Disbursement, to enter into a security agreement in favor of the Leviston or the Five Institutions, as applicable, securing the Company’s obligations under the applicable notes. The rights of Leviston and the Five Institutions to receive payments under the applicable notes are subordinate to the rights of North Haven Expansion pursuant to the subordination agreements that the Company and Leviston, and the Company and the Five Institutions entered into with North Haven Expansion on April 20, 2021 and September 3, 2021, respectively, in connection with the Private Placement (the “Subordination Agreement”). In connection with the Leviston Purchase Agreement, the Company entered into a registration rights agreement with the Leviston on April 20, 2021 (the “Leviston Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement (the “Registration Statement”) with the SEC no later than thirty days following the Leviston Closing Date for the registration of 100% of the maximum number of the shares issuable upon conversion of the Leviston Note and exercise of the Leviston Warrants issued pursuant to the Leviston Purchase Agreement (the “Leviston 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 Leviston 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. The Company has yet to file the Registration Statement and, under the terms of the Leviston Registration Rights Agreement, it is obligated to pay in cash a one-time aggregate amount of $250 thousand to the holders of the Leviston Notes, plus 1% of the outstanding principal for each 30-day period during which the Company continues not to have in-place an effective Registration Statement. On August 31, 2021, Leviston notified the Company that it was in default of the Leviston Purchase Agreement effective June 11, 2021, for failure to timely file a Registration Statement. From the date of the default, interest on the amounts due to Leviston is calculated at the default interest rate of 15% in addition to the registration penalties stated above. The Company also entered into registration rights agreements with each of the Five Institutions on September 3, 2021. The terms and conditions of the Five Institutions’ registration rights agreements are substantially similar to the Leviston Registration Rights Agreement, with two exceptions: (1) the Five Institutions may be entitled to a pro-rata share of the $250 thousand one-time aggregate amount (approximately $56 thousand) and (2) the 1% of outstanding principal payment amount for each 30-day period is capped at 5% of outstanding principal. Convertible promissory notes payable (HealthTronics), in default - On Augu As the Seller Note was not 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. The Company evaluated embedded conversion features within the convertible promissory note and determined that the conversion feature does not require to be bifurcated. Upon adoption of ASC 2020-6 effective January 1, 2021, the convertible promissory note is accounted for as a single liability due to the elimination of the beneficial conversion feature accounting model. Convertible promissory notes payable (Stolarski), in default - On Augus t 6 As the Stolarski Note was not repaid prior to January 1, 2021, the holder may elect to convert the outstanding principal amount plus any accrued but unpaid interest thereon into shares of common stock at a conversion price of $0.10 per share. The Company evaluated embedded conversion features within the convertible promissory note and determined that the conversion feature does not require to be bifurcated. Upon adoption of ASC 2020-6 effective January 1, 2021, the convertible promissory note is accounted for as a single liability due to the elimination of the beneficial conversion feature accounting model. September 2021 Advances on Future Receipts Financing – SBA Loan #1 - SBA Loan #2 – All or a portion of SBA Loan #2 may be fully or partially forgiven by the SBA upon application by the Company not later than June 2022 in accordance with SBA regulations. The ultimate forgiveness of SBA Loan #2 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 SBA Loan #2, 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 SBA Loan #2, the Company may be required to repay SBA Loan #2 in its entirety and/or be subject to additional penalties. In the event SBA Loan #2, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. As of September 30, 2021, $91 thousand is included in current liabilities and the remainder of the $1.0 million loan balance is included in non-current liabilities in the accompanying Condensed Consolidated Balance Sheets. |
Common Stock Purchase Warrants
Common Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock Purchase Warrants [Abstract] | |
Common Stock Purchase Warrants | 11. Common Stock Purchase Warrants A summary of the warrant activity during the nine months ended September 30, 2021 is as follows: Warrant class Outstanding December 31, 2020 Issuances Exercised Outstanding September 30, 2021 Exercise price/share Expiration date Class E Warrants 141,091,485 - - 141,091,485 $ 0.25 August 2023 Class O Warrants 909,091 - - 909,091 0.11 January 2022 Class P Warrants 265,000 - - 265,000 0.20 June 2024 LGH Warrant 35,000,000 - (11,400,000 ) 23,600,000 0.01 June 2025 NH Expansion Warrant 13,091,160 - - 13,091,160 0.01 August 2030 Leviston Warrants - April 2021 - 3,968,254 - 3,968,254 0.18 April 2025 Leviston Warrants - May 2021 - 3,968,354 - 3,968,354 0.18 April 2025 Leviston Warrants - September 2021 1,322,751 - 1,322,751 0.18 April 2025 Five Institutions Warrants - September 2021 2,777,779 2,777,779 0.18 September 2025 GCF Warrants - September 2021 5,555,556 - 5,555,556 0.18 September 2025 Total 190,356,736 17,592,694 (11,400,000 ) 196,549,430 On February 3, 2021, the Company issued 10,925,000 shares of its common stock to LGH upon the cashless exercise of 11,400,000 of the LGH Warrants under the terms of the warrant agreement. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 12. Warrant Liabilities A summary of the warrant liability activity for the nine months ended September 30, 2021 is as follows: Warrants Outstanding Fair Value per Share Fair Value Balance December 31, 2020 48,091,160 $ 0.18 $ 8,855,379 Cashless exercise of LGH Warrants (11,400,000 ) 0.18 (2,030,052 ) Warrants reclassified as liabilities 17,592,594 0.09 1,531,187 Gain on remeasurement of warrant liability - (2,686,773 ) Balance September 30, 2021 54,283,754 $ 0.10 $ 5,669,741 NH Expansion Warrants -- Black Scholes option pricing model September 30, 2021 December 31, 2020 Exercise Price (1) $ 0.01 $ 0.01 Interest Rate (annual) (2) 1.52 % 0.65 % Volatility (annual) (3) 130.8 % 143.9 % Time to Maturity (Years) 8.9 9.6 Calculated fair value per share $ 0.119 $ 0.189 (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 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 each presented period ending date. LGH Warrants – Black Scholes option pricing model September 30, 2021 December 31, 2020 Exercise Price (1) $ 0.01 $ 0.01 Interest Rate (annual) (2) 0.98 % 0.36 % Volatility (annual) (3) 117.6 % 98.6 % Time to Maturity (Years) 3.7 4.4 Calculated fair value per share $ 0.114 $ 0.182 (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 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 each presented period ending date. Leviston Warrants – As disclosed in Note 11 -Warrants, on April 20, 2021, May 14, 2021, and September 3, 2021, respectively, Leviston was issued 3,968,254, 3,968,254 and 1,322,751 warrants for shares of common stock. The Company has evaluated the terms of the warrants and after review has determined that these warrants meet the definition of a derivative liability. The fair value of the Leviston Warrant liabilities was determined using the Black-Scholes option pricing model which approximates the binomial pricing model. Significant inputs into the model at date of issuance and September 30, 2021: Binomial Assumptions Issuance date (1) April 20, 2021 Issuance date (1) May 14, 2021 Issuance date (1) September 3, 2021 September 30, 2021 Exercise Price (1) $ 0.18 $ 0.18 0.18 0.18 Interest Rate (annual) (2) 0.56 % 0.56 % 0.53 % 0.61 % Volatility (annual) (3) 91.9 % 90.3 % 86.8 % 112.9 % Time to Maturity (Years) 4.0 3.9 3.6 3.6 Calculated fair value per share $ 0.097 $ 0.094 $ 0.069 $ 0.079 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. (2) Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. Five Institutions’ Warrants – As disclosed in Note 11 -Warrants on September 3, 2021, the Company also issued a total of 2,772,229 warrants for shares of common stock to Five Institutions. The Company has evaluated the terms of the warrants and after review has determined that these warrants meet the definition of a derivative liability. The fair value of the Five Institutions’ Warrant liabilities was determined using the Black-Scholes option pricing model which approximates the binomial pricing model. Significant inputs into the model at September 3, 2021 and September 30, 2021 are as follows: Binomial Assumptions Issuance date (1) September 3, 2021 September 30, 2021 Exercise Price (1) $ 0.18 $ 0.18 Interest Rate (annual) (2) 0.60 % 0.74 % Volatility (annual) (3) 89.9 % 114.5 % Time to Maturity (Years) 4.0 3.9 Calculated fair value per share $ 0.075 $ 0.083 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company dated September 3, 2021. (2) Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. GCF Warrants – As disclosed in Note 10- Notes Payable and Note 11- Warrants, on September 27, 2021, the Company issued warrants to GCF and affiliates to purchase 5,555,556 shares of the Company’s common stock. The Company has evaluated the terms of the warrants and after review has determined that these warrants meet the definition of a derivative liability. The fair value of the GCF warrant liabilities was determined using the Black-Scholes option pricing model which approximates the binomial pricing model. Significant inputs into the model at both the issuance date and September 30, 2021 are as follows: Binomial Assumptions Issuance date (1) September 27, 2021 September 30, 2021 Exercise Price (1) $ 0.18 $ 0.18 Interest Rate (annual) (2) 0.98 % 0.98 % Volatility (annual) (3) 117.6 % 117.6 % Time to Maturity (Years) 4.0 4.0 Calculated fair value per share $ 0.086 $ 0.037 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company dated September 27, 2021. (2) Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 13. Leases The following is a summary of the Company’s right of use assets and lease liabilities at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Operating Leases Financing Leases Total Operating Leases Financing Leases Total Right of use assets $ 725 $ 644 $ 1,369 $ 725 $ 644 $ 1,369 Less: Accumulated amortization (512 ) (395 ) (907 ) (339 ) (235 ) (574 ) Right of use assets, net $ 213 $ 249 $ 462 $ 386 $ 409 $ 795 Lease liabilities $ 223 $ 285 $ 508 $ 415 $ 427 $ 842 Less: current portion (126 ) (201 ) (327 ) (257 ) (194 ) (451 ) Lease Liabilities $ 97 $ 84 $ 181 $ 158 $ 233 $ 391 Total lease costs for the nine months ended September 30, 2021 and 2020 are as follows (in thousands): 2021 2020 Finance lease costs: Amortization of right-of-use assets $ 159 $ 94 Interest on lease liabilities 33 33 Operating lease costs 263 118 Total lease costs $ 455 $ 245 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 nine months ended September 30, 2021 and 2020 (in thousands): 2021 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from finance leases $ (176 ) $ (103 ) Operating cash flows from operating leases $ (263 ) $ (118 ) Operating Leases - As of September 30, 2021, 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 (in thousands): Amount Year ending December 31, 2021 $ 70 2022 94 2023 65 2024 8 2025 - Total lease payments 237 Less: Present value adjustment (14 ) Lease liability $ 223 As of September 30, 2021, the Company’s operating leases had a weighted average remaining lease term of 1.4 years and a weighted average discount rate of 11.0%. Rent expense for the three months ended September 30, 2021 and 2020 was $94 thousand and $84 thousand, respectively. Rent expense for the nine months ended September 30, 2021 and 2020 was $263 thousand and $202 thousand, respectively. Financing Lease - As of September 30, 2021, 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 (in thousands): Amount Year ending December 31, 2021 $ 59 2022 200 2023 18 Total lease payments 277 Less: Present value adjustment 8 Lease liability $ 285 As of September 30, 2021, 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 September 30, 2021, the Company did not have additional operating or financing leases that have yet commenced. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Contingencies [Abstract] | |
Contingencies | 14. Contingencies Supplier disputes - In May 2021, the Company received notification alleging that it is not in compliance with the license agreement with Celularity entered into in connection with the acquisition of the UltraMIST® and there is no guarantee that the dispute will be resolved in a manner beneficial to the Company or at all. As part of the Asset Purchase Agreement on August 6, 2020, the Company assumed obligations for a purchase order for UltraMIST® devices from Celularity’s vendor Minnetronix. This purchase order had a remaining purchase commitment of approximately $1.1 million. 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® |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions February 2018 dermaPACE® Purchase During the three months ended September 30, 2021 and 2020, the Company recorded $8 thousand and $10 thousand, respectively, in revenue from this related party. During the nine months ended September 30, 2021 and 2020, respectively, the Company recorded $24 thousand and $36 thousand in revenue from this entity. In addition, contract liabilities include a balance of $46 thousand at September 30, 2021 and $69 thousand at December 31, 2020 from this related party. March 2021 Future Purchase of Equipment - In March 2021, PSWC paid the Company $125 thousand as a deposit in accounts payable for future purchase of new medical equipment. Please see Note 17 – Subsequent Events in the accompanying Condensed Consolidated Financial Statements for discussion of advances from member of our board of directors in October 2021. July 2021 dermaPACE® Purchase - On July 1, 2021, the Company purchased unused DermaPACE® equipment and applicator inventory from PSWC for $127 thousand. As of September 30, 2021, $127 thousand is included in accounts payable on the condensed consolidated balance sheets related to this transaction. July 2021 Rental Equipment Agreement - Effective July 1, 2021, the Company entered into a short-term equipment rental agreement with PSWC, whereby the Company obtained DermaPACE® equipment from PSWC for $3,600 per month. The company recorded $99 thousand in revenue from this arrangement. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 16. Income Taxes The provision for income taxes of $6 thousand and $28 thousand, for the three months and nine months ended September 30, 2021 and the deferred tax liability are related to the goodwill of $7.3 million recorded as part of the acquisition of the Celularity assets and is known as a “naked credit”. The goodwill was assigned an indefinite life for book purposes but is deductible for income tax purposes over a fifteen-year life. As a result, the deferred tax liability has an indefinite life and cannot be used as a source of taxable income to support the realization of other deferred tax assets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events October 2021 Advances from Directors - In exchange for the Nemelka Advance, the Company issued to NightWatch Capital Advisors, LLC a promissory note in the principal amount of $25 thousand (the “Nemelka Note”). The Nemelka Note matures on June 30, 2022 and accrues interest at a rate equal to 15.0% per annum. In exchange for the Stolarski Advance, as well as the $125 thousand deposit received in March 2021 by the Company (see Note 16), the Company issued to Mr. Stolarski a promissory note in the principal amount of $150 thousand (“Stolarski Note #2”). Stolarski Note #2 matures on June 30, 2022 and accrues interest at a rate equal to 15.0% per annum. December 2021 Advance on Future Receipts Financing – The debt discount will be amortized to interest expense over the life of the agreement. The Company will begin making the required minimum weekly payments January 3, 2022 and is obligated to continue through June 13, 2022. At closing, January 2022 Warrant Exercises On January 25, 2021, the Company received $100 thousand in cash related to the exercise of Class O warrants for 909,091 shares of common stock. On January 28, 2022, the Company issued 14,000,000 shares of its common stock to LGH upon the cashless exercise of 15,000,000 of the LGH Warrants under the terms of the warrant agreement. After this cashless exercise, 8,600,000 of the LGH warrants remain outstanding. February 2022 Master Equipment Agreement - February 2022 Second Amendment to Note and Warrant Purchase and Security Agreement |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 and the estimated fair value of embedded derivatives, including warrants and embedded conversion options on convertible debt issuances. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets – Intangibles-Goodwill and Other |
Fair value of financial instruments | Fair value of financial instruments – The Company utilizes the guidance of ASC Topic 820-10, Fair Value Measurements (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. The framework that is set forth in this standard is applicable to the fair value measurements where it is permitted or required under other accounting pronouncements. 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 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities: • Level 2 – • Level 3 – The Company recognizes all derivatives on the Condensed Consolidated Balance Sheet at fair value. Each of the pricing models 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. |
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 May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). 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. The amendments in ASU 2017-04 modified the testing that an entity should perform for its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amendment is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2017-04 effective January 1, 2021. The adoption of this guidance did not impact our results of operations or financial position. |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: Three Months Ended September 30, 2021 September 30, 2020 Weighted average shares outstanding Common shares 481,619,621 302,119,428 Common shares issuable assuming exercise of nominally priced warrants 36,691,160 82,383,022 Weighted average shares outstanding 518,310,781 384,502,450 Nine Months Ended September 30, 2021 September 30, 2020 Weighted average shares outstanding Common shares 481,619,621 323,730,859 Common shares issuable assuming exercise of nominally priced warrants 36,750,535 2,674,538 Weighted average shares outstanding 518,370,156 326,405,397 |
Anti-dilutive Equity Securities | Anti-dilutive equity securities consist of the following at September 30, 2021 and 2020, respectively (in thousands): 2021 2020 Common stock options 31,760 32,618 Common stock purchase warrants 159,858 190,357 Convertible notes payable 98,675 56,989 290,293 279,964 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory [Abstract] | |
Inventory | Inventory consists of the following at September 30, 2021 and December 31, 2020 (in thousands): 2021 2020 Inventory - finished goods $ 1,239 $ 2,328 Inventory - parts and accessories 287 628 Total inventory $ 1,526 $ 2,956 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following at September 30, 2021 and December 31, 2020 (in thousands): 2021 2020 Outside services $ 135 $ 347 License fees 893 336 Board of director's fees 477 320 Registration penalties 1,950 264 Commissions - 239 Legal and professional fees 110 197 Warranty reserve 180 180 Inventory purchases 122 91 Other 311 153 $ 4,178 $ 2,127 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The following tables present revenue from contracts with customers for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 United States International Total United States International Total Accessories and parts $ 2,375 $ 25 $ 2,400 $ 1,128 $ 84 $ 1,212 Product 1,248 51 1,299 98 (26 ) 72 License fees and other 16 10 26 72 10 82 $ 3,639 $ 86 $ 3,725 $ 1,298 $ 68 $ 1,366 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 United States International Total United States International Total Accessories and parts $ 6,278 $ 231 $ 6,509 $ 1,204 $ 84 $ 1,288 Product 1,759 307 2,066 195 21 216 License fees and other 140 35 175 7 87 94 $ 8,177 $ 573 $ 8,750 $ 1,406 $ 192 $ 1,598 |
Contract Liabilities | As of September 30, 2021 and December 31, 2020, the Company has contract liabilities from contracts with customers as follows (in thousands): September 30, 2021 December 31, 2020 Service agreements $ 145 $ 69 Deposit on future equipment purchases 125 - Total contract liabilities 270 69 Less: current portion (40 ) (32 ) Non-current contract liabilities $ 230 $ 37 The following table summarizes the changes in contract liabilities during the nine months ended September 30, 2021 (in thousands): Nine Months ended Beginning balance $ 69 New service agreement additions 100 Deposit on future equipment purchases 125 Revenue recognized (24 ) Total contract liabilities 270 Less current portion (40 ) Non-current contract liabilities $ 230 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Limited Suppliers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | The percentage of accounts receivable from major customers of the Company for the periods indicated were as follows: September 30, 2021 December 31, 2020 Accounts Receivable: Customer A 14 % 46 % The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Purchases: Vendor A 52 % n/a 46 % n/a Vendor B n/a n/a 15 % n/a Vendor C n/a 16 % n/a 22 % Vendor D n/a 47 % n/a 27 % |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable [Abstract] | |
Outstanding Notes Payable | The following two tables summarize outstanding notes payable as of September 30, 2021 and December 31, 2020 (in thousands): Maturity Date Stated Interest Rate Incremental Payment in Kind Interest Incremental Default Interest Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Senior secured promissory note payable, in default In default 12.25 % +3.00 % +5.00 % n/a $ 15,000 (3,642 ) - $ 11,358 Convertible promissory notes payable, in default: Seller Note issued 8/6/2020 In default 12.00 % n/a +5.00 % $ 0.10 4,000 - - 4,000 Leviston Note issued 4/20/2021 In default 5.00 % n/a +10.00 % $ 0.0724 815 (452 ) 1,748 2,111 Leviston Note issued 5/14/2021 In default 5.00 % n/a +10.00 % $ 0.0724 815 (506 ) 1,732 2,041 Leviston Note issued 9/3/2022 In default 5.00 % n/a +10.00 % $ 0.0724 272 (251 ) 563 584 Five Institutions' Notes issued 9/3/2021 In default 5.00 % n/a +10.00 % $ 0.0724 543 (501 ) 912 954 Total convertible promissory notes payable, in default 6,445 (1,710 ) 4,955 9,690 Convertible promissory notes payable, related parties, in default: Convertible promissory notes (HealthTronics), related parties In default 12.0 % n/a +2.0 % $ 0.10 1,372 - - 1,372 Convertible promissory notes (Stolarski), related parties In default 12.0 % n/a +2.0 % $ 0.10 224 - - 224 Total convertible promissory notes payable, related parties, in default 1,596 - - 1,596 SBA loan #2 February 20, 2026 1.00 % n/a n/a n/a 1,033 - - 1,033 Advances on future cash receipts March 11, 2022 n/a n/a n/a n/a 763 (265 ) - 498 Total debt outstanding, including amounts in default 24,837 (5,617 ) 4,955 24,175 Less: current maturities, including notes in default (23,895 ) 5,617 (4,955 ) (23,233 ) Total long-term debt as of September 30 2021 $ 942 $ - $ - $ 942 Maturity Date Stated Interest Rate Incremental Payment in Kind Interest Incremental Default Interest Conversion Price Principal Remaining Debt Discount Carrying Value Senior secured promissory note payable, in default In default 12.25 % +3.00 % +5.00 % n/a $ 15,000 (4,324 ) $ 10,676 Convertible promissory notes payable, in default: Seller Note issued 8/6/2020 In default 12.00 % n/a +5.00 % $ 0.10 4,000 - 4,000 Convertible promissory notes payable, related parties, in default: Convertible promissory notes (HealthTronics), related parties In default 12.0 % n/a +2.0 % $ 0.10 1,372 - 1,372 Convertible promissory notes (Stolarski), related parties In default 12.0 % n/a +2.0 % $ 0.10 224 - 224 Total convertible promissory notes payable, related parties, in default 1,596 - 1,596 SBA loan #1 May 28, 2022 1.00 % n/a n/a n/a 464 - 464 Total debt outstanding, including amounts in default 21,060 (4,324 ) 16,736 Less: current maturities, including notes in default (20,917 ) 4,324 (16,593 ) Total long-term debt as of December 31 2020 $ 143 $ - $ 143 |
Fair Value of Conversion Option liability | The disbursements made in April, May and September 2021 under the Leviston Notes and the Five Institutions’ Notes included a Conversion Option that meets the definition of a derivative liability and, accordingly, is required to be bifurcated. The fair value of Conversion Option liability was determined by using a binomial pricing model. (dollars in thousands): Issuance date (1) Issuance date (1) Issuance date (1) Issuance date (1) Binomial Assumptions April 20, 2021 May 14, 2021 September 3, 2021 September 3, 2021 September 30, 2021 Principal $ 815 $ 815 $ 272 $ 544 $ 2,446 Conversion Price (1) $ 0.18 $ 0.18 $ 0.18 $ 0.18 $ 0.14 Interest Rate (annual) (2) 0.07 % 0.06 % 0.08 % 0.08 % 0.06 % Volatility (annual) (3) 69.60 % 69.60 % 80.10 % 80.10 % 191.15 % Time to Maturity (Years) 1.0 1.0 1.0 1.0 0.7 Fair Value of Conversion Option $ 1,355 $ 1,385 $ 467 $ 932 $ 5,171 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. (2) Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. |
Common Stock Purchase Warrants
Common Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock Purchase Warrants [Abstract] | |
Warrant Activity | A summary of the warrant activity during the nine months ended September 30, 2021 is as follows: Warrant class Outstanding December 31, 2020 Issuances Exercised Outstanding September 30, 2021 Exercise price/share Expiration date Class E Warrants 141,091,485 - - 141,091,485 $ 0.25 August 2023 Class O Warrants 909,091 - - 909,091 0.11 January 2022 Class P Warrants 265,000 - - 265,000 0.20 June 2024 LGH Warrant 35,000,000 - (11,400,000 ) 23,600,000 0.01 June 2025 NH Expansion Warrant 13,091,160 - - 13,091,160 0.01 August 2030 Leviston Warrants - April 2021 - 3,968,254 - 3,968,254 0.18 April 2025 Leviston Warrants - May 2021 - 3,968,354 - 3,968,354 0.18 April 2025 Leviston Warrants - September 2021 1,322,751 - 1,322,751 0.18 April 2025 Five Institutions Warrants - September 2021 2,777,779 2,777,779 0.18 September 2025 GCF Warrants - September 2021 5,555,556 - 5,555,556 0.18 September 2025 Total 190,356,736 17,592,694 (11,400,000 ) 196,549,430 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities [Abstract] | |
Warrant Activity | A summary of the warrant liability activity for the nine months ended September 30, 2021 is as follows: Warrants Outstanding Fair Value per Share Fair Value Balance December 31, 2020 48,091,160 $ 0.18 $ 8,855,379 Cashless exercise of LGH Warrants (11,400,000 ) 0.18 (2,030,052 ) Warrants reclassified as liabilities 17,592,594 0.09 1,531,187 Gain on remeasurement of warrant liability - (2,686,773 ) Balance September 30, 2021 54,283,754 $ 0.10 $ 5,669,741 |
Fair Value of Warrant Liabilities Using Black-Scholes Model | NH Expansion Warrants -- Black Scholes option pricing model September 30, 2021 December 31, 2020 Exercise Price (1) $ 0.01 $ 0.01 Interest Rate (annual) (2) 1.52 % 0.65 % Volatility (annual) (3) 130.8 % 143.9 % Time to Maturity (Years) 8.9 9.6 Calculated fair value per share $ 0.119 $ 0.189 (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 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 each presented period ending date. LGH Warrants – Black Scholes option pricing model September 30, 2021 December 31, 2020 Exercise Price (1) $ 0.01 $ 0.01 Interest Rate (annual) (2) 0.98 % 0.36 % Volatility (annual) (3) 117.6 % 98.6 % Time to Maturity (Years) 3.7 4.4 Calculated fair value per share $ 0.114 $ 0.182 (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 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 each presented period ending date. Leviston Warrants – As disclosed in Note 11 -Warrants, on April 20, 2021, May 14, 2021, and September 3, 2021, respectively, Leviston was issued 3,968,254, 3,968,254 and 1,322,751 warrants for shares of common stock. The Company has evaluated the terms of the warrants and after review has determined that these warrants meet the definition of a derivative liability. The fair value of the Leviston Warrant liabilities was determined using the Black-Scholes option pricing model which approximates the binomial pricing model. Significant inputs into the model at date of issuance and September 30, 2021: Binomial Assumptions Issuance date (1) April 20, 2021 Issuance date (1) May 14, 2021 Issuance date (1) September 3, 2021 September 30, 2021 Exercise Price (1) $ 0.18 $ 0.18 0.18 0.18 Interest Rate (annual) (2) 0.56 % 0.56 % 0.53 % 0.61 % Volatility (annual) (3) 91.9 % 90.3 % 86.8 % 112.9 % Time to Maturity (Years) 4.0 3.9 3.6 3.6 Calculated fair value per share $ 0.097 $ 0.094 $ 0.069 $ 0.079 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. (2) Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. Five Institutions’ Warrants – As disclosed in Note 11 -Warrants on September 3, 2021, the Company also issued a total of 2,772,229 warrants for shares of common stock to Five Institutions. The Company has evaluated the terms of the warrants and after review has determined that these warrants meet the definition of a derivative liability. The fair value of the Five Institutions’ Warrant liabilities was determined using the Black-Scholes option pricing model which approximates the binomial pricing model. Significant inputs into the model at September 3, 2021 and September 30, 2021 are as follows: Binomial Assumptions Issuance date (1) September 3, 2021 September 30, 2021 Exercise Price (1) $ 0.18 $ 0.18 Interest Rate (annual) (2) 0.60 % 0.74 % Volatility (annual) (3) 89.9 % 114.5 % Time to Maturity (Years) 4.0 3.9 Calculated fair value per share $ 0.075 $ 0.083 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company dated September 3, 2021. (2) Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. GCF Warrants – As disclosed in Note 10- Notes Payable and Note 11- Warrants, on September 27, 2021, the Company issued warrants to GCF and affiliates to purchase 5,555,556 shares of the Company’s common stock. The Company has evaluated the terms of the warrants and after review has determined that these warrants meet the definition of a derivative liability. The fair value of the GCF warrant liabilities was determined using the Black-Scholes option pricing model which approximates the binomial pricing model. Significant inputs into the model at both the issuance date and September 30, 2021 are as follows: Binomial Assumptions Issuance date (1) September 27, 2021 September 30, 2021 Exercise Price (1) $ 0.18 $ 0.18 Interest Rate (annual) (2) 0.98 % 0.98 % Volatility (annual) (3) 117.6 % 117.6 % Time to Maturity (Years) 4.0 4.0 Calculated fair value per share $ 0.086 $ 0.037 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company dated September 27, 2021. (2) Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of ROU Assets and Lease Liabilities | The following is a summary of the Company’s right of use assets and lease liabilities at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Operating Leases Financing Leases Total Operating Leases Financing Leases Total Right of use assets $ 725 $ 644 $ 1,369 $ 725 $ 644 $ 1,369 Less: Accumulated amortization (512 ) (395 ) (907 ) (339 ) (235 ) (574 ) Right of use assets, net $ 213 $ 249 $ 462 $ 386 $ 409 $ 795 Lease liabilities $ 223 $ 285 $ 508 $ 415 $ 427 $ 842 Less: current portion (126 ) (201 ) (327 ) (257 ) (194 ) (451 ) Lease Liabilities $ 97 $ 84 $ 181 $ 158 $ 233 $ 391 |
Lease Costs | Total lease costs for the nine months ended September 30, 2021 and 2020 are as follows (in thousands): 2021 2020 Finance lease costs: Amortization of right-of-use assets $ 159 $ 94 Interest on lease liabilities 33 33 Operating lease costs 263 118 Total lease costs $ 455 $ 245 |
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 nine months ended September 30, 2021 and 2020 (in thousands): 2021 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from finance leases $ (176 ) $ (103 ) Operating cash flows from operating leases $ (263 ) $ (118 ) |
Operating Leases, Maturities | As of September 30, 2021, 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 (in thousands): Amount Year ending December 31, 2021 $ 70 2022 94 2023 65 2024 8 2025 - Total lease payments 237 Less: Present value adjustment (14 ) Lease liability $ 223 |
Finance Lease, Maturities | As of September 30, 2021, 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 (in thousands): Amount Year ending December 31, 2021 $ 59 2022 200 2023 18 Total lease payments 277 Less: Present value adjustment 8 Lease liability $ 285 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) | Aug. 06, 2020Product |
Nature of the Business and Basis of Presentation [Abstract] | |
Number of energy transfer technology products | 2 |
Number of human tissues biological products | 2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Customer Relationships [Member] | |
Goodwill and Other Intangible Assets | |
Useful life | 7 years |
Intellectual Property [Member] | |
Goodwill and Other Intangible Assets | |
Useful life | 19 years |
Loss per Share, Weighted Averag
Loss per Share, Weighted Average Shares Outstanding (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Weighted Average Shares Outstanding [Abstract] | ||||
Weighted average shares outstanding (in shares) | 518,310,781 | 384,502,450 | 518,370,156 | 326,405,397 |
Warrant exercise price (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common Shares [Member] | ||||
Weighted Average Shares Outstanding [Abstract] | ||||
Weighted average shares outstanding (in shares) | 481,619,621 | 302,119,428 | 481,619,621 | 323,730,859 |
Common Shares Issuable Assuming Exercise of Nominally Priced Warrants [Member] | ||||
Weighted Average Shares Outstanding [Abstract] | ||||
Weighted average shares outstanding (in shares) | 36,691,160 | 82,383,022 | 36,750,535 | 2,674,538 |
Loss per Share, Anti Dilutive E
Loss per Share, Anti Dilutive Equity Securities (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 290,293 | 279,964 |
Common Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 31,760 | 32,618 |
Common Stock Purchase Warrants [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 159,858 | 190,357 |
Convertible Notes Payable [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 98,675 | 56,989 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Inventory, Net [Abstract] | |||
Inventory - finished goods | $ 1,239 | $ 2,328 | |
Inventory - parts and accessories | 287 | 628 | |
Total inventory | $ 1,526 | $ 2,956 | $ 2,956 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Expense [Abstract] | |||
Outside services | $ 135 | $ 135 | $ 347 |
License fees | 893 | 893 | 336 |
Board of director's fees | 477 | 477 | 320 |
Registration penalties | 1,950 | 1,950 | 264 |
Commissions | 0 | 0 | 239 |
Legal and professional fees | 110 | 110 | 197 |
Warranty reserve | 180 | 180 | 180 |
Inventory purchases | 122 | 122 | 91 |
Other | 311 | 311 | 153 |
Total accrued expenses | 4,178 | 4,178 | $ 2,127 |
Warranty reserve accrual | $ 0 | $ 0 |
Revenue, Disaggregation of Reve
Revenue, Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Abstract] | ||||
Revenues | $ 3,725 | $ 1,366 | $ 8,750 | $ 1,598 |
Accessories and Parts [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 2,400 | 1,212 | 6,509 | 1,288 |
Product [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 1,299 | 72 | 2,066 | 216 |
License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 26 | 82 | 175 | 94 |
United States [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 3,639 | 1,298 | 8,177 | 1,406 |
United States [Member] | Accessories and Parts [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 2,375 | 1,128 | 6,278 | 1,204 |
United States [Member] | Product [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 1,248 | 98 | 1,759 | 195 |
United States [Member] | License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 16 | 72 | 140 | 7 |
International [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 86 | 68 | 573 | 192 |
International [Member] | Accessories and Parts [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 25 | 84 | 231 | 84 |
International [Member] | Product [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 51 | (26) | 307 | 21 |
International [Member] | License Fees and Other [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | $ 10 | $ 10 | $ 35 | $ 87 |
Revenue, Contract Liabilities (
Revenue, Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Contract liabilities [Abstract] | |||||
Total contract liabilities | $ 270 | $ 270 | $ 69 | ||
Less current portion | (40) | (40) | (32) | ||
Non-current contract liabilities | 230 | 230 | 37 | ||
Revenue related to contract liabilities | 8 | $ 11 | 24 | $ 50 | |
Service Agreement [Member] | |||||
Contract liabilities [Abstract] | |||||
Total contract liabilities | 145 | 145 | 69 | ||
New Service Agreement Additions [Member] | |||||
Contract liabilities [Abstract] | |||||
Total contract liabilities | 100 | 100 | |||
Deposit on Future Equipment Purchases [Member] | |||||
Contract liabilities [Abstract] | |||||
Total contract liabilities | $ 125 | $ 125 | $ 0 |
Concentration of Credit Risk _3
Concentration of Credit Risk and Limited Suppliers (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 14.00% | 46.00% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 52.00% | 46.00% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 15.00% | ||||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor C [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 16.00% | 22.00% | |||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor D [Member] | |||||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||||
Concentration risk, percentage | 47.00% | 27.00% |
Accounts Receivable Factoring (
Accounts Receivable Factoring (Details) - USD ($) $ in Thousands | Jun. 17, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable Factoring [Abstract] | |||
Accounts receivable | $ 2,417 | $ 2,356 | |
Transfer of account receivable to Goodman | $ 1,500 | ||
Accounts Receivable Factoring Agreement with Goodman [Member] | |||
Accounts Receivable Factoring [Abstract] | |||
Percentage of accounts receivable | 86.25% | ||
Interest fixed funding annualized rate | 15.00% | ||
Period, interest fixed funding annualized rate | 30 days | ||
Interest fixed funding thereafter annualized rate | 14.40% | ||
Agreement term | 1 month | ||
Automatic renewal period of agreement | 1 month | ||
Period of notice termination | 30 days | ||
Accounts Receivable Factoring Agreement with Goodman [Member] | Maximum [Member] | |||
Accounts Receivable Factoring [Abstract] | |||
Accounts receivable | $ 3,000 |
Notes Payable, Outstanding Note
Notes Payable, Outstanding Notes Payable (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Feb. 20, 2021 | |
Senior Secured Promissory Notes Payable [Abstract] | |||
Long-term debt gross | $ 24,837 | $ 21,060 | |
Long-term debt gross, current | (23,895) | (20,917) | |
Long-term debt gross, noncurrent | 942 | 143 | |
Remaining debt discount | (5,617) | (4,324) | |
Senior secured promissory note payable, in default | 11,358 | 10,676 | |
Remaining debt discount, current | 5,617 | 4,324 | |
Remaining debt discount, noncurrent | 0 | 0 | |
Remaining embedded conversion option | 4,955 | ||
Remaining embedded conversion option, current | (4,955) | ||
Remaining embedded conversion option, noncurrent | 0 | ||
Convertible promissory note payable, in default | 9,690 | 4,000 | |
Advances on future cash receipts | 498 | 0 | |
Debt, Long-term and Short-term, Combined Amount [Abstract] | |||
Long-term debt net | 24,175 | 16,736 | |
Long-term debt net, current | (23,233) | (16,593) | |
Long-term debt net, noncurrent | 942 | 143 | |
Convertible Notes Payable [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Principal amount | 1,596 | 1,596 | |
Remaining debt discount | 0 | 0 | |
Remaining embedded conversion option | 0 | ||
Convertible promissory notes payable, related parties, in default | $ 1,596 | $ 1,596 | |
Convertible Notes Payable [Member] | Health Tronics [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 12.00% | 12.00% | |
Incremental default interest | 2.00% | 2.00% | |
Conversion price (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | |
Principal amount | $ 1,372 | $ 1,372 | |
Remaining debt discount | 0 | 0 | |
Remaining embedded conversion option | 0 | ||
Convertible promissory notes payable, related parties, in default | $ 1,372 | $ 1,372 | |
Convertible Notes Payable [Member] | A. Michael Stolarski [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 12.00% | 12.00% | |
Incremental default interest | 2.00% | 2.00% | |
Conversion price (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | |
Principal amount | $ 224 | $ 224 | |
Remaining debt discount | 0 | 0 | |
Remaining embedded conversion option | 0 | ||
Convertible promissory notes payable, related parties, in default | $ 224 | $ 224 | |
SBA Loan #1 [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | May 28, 2022 | ||
Stated interest rate | 1.00% | ||
Principal amount | $ 464 | ||
Remaining debt discount | 0 | ||
SBA loans | $ 464 | ||
SBA Loan #2 [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | Feb. 20, 2026 | ||
Stated interest rate | 1.00% | 1.00% | |
Principal amount | $ 1,033 | ||
Remaining debt discount | 0 | ||
Remaining embedded conversion option | 0 | ||
SBA loans | $ 1,033 | ||
Advances on Future Cash Receipts [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | Mar. 11, 2022 | ||
Principal amount | $ 763 | ||
Remaining debt discount | (265) | ||
Remaining embedded conversion option | 0 | ||
Advances on future cash receipts | 498 | ||
Convertible Debt Issued September 3 2022 [Member] | Leviston Notes [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Remaining debt discount | (251) | ||
Remaining embedded conversion option | 563 | ||
Convertible promissory note payable, in default | $ 584 | ||
Senior Secured Note [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 12.25% | 12.25% | |
Incremental payment in kind interest | 0.0300 | 0.0300 | |
Incremental default interest | 5.00% | 5.00% | |
Principal amount | $ 15,000 | $ 15,000 | |
Remaining debt discount | (3,642) | (4,324) | |
Senior secured promissory note payable, in default | 11,358 | $ 10,676 | |
Remaining embedded conversion option | 0 | ||
Convertible Debt [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Principal amount | 6,445 | ||
Remaining debt discount | (1,710) | ||
Remaining embedded conversion option | 4,955 | ||
Convertible promissory note payable, in default | $ 9,690 | ||
Convertible Debt [Member] | Seller Note [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 12.00% | 12.00% | |
Incremental default interest | 5.00% | 5.00% | |
Conversion price (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | |
Principal amount | $ 4,000 | $ 4,000 | |
Remaining debt discount | 0 | 0 | |
Remaining embedded conversion option | 0 | ||
Convertible promissory note payable, in default | $ 4,000 | $ 4,000 | |
Convertible Debt [Member] | Convertible Debt Issued April 20 2021 Member | Leviston Notes [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 5.00% | ||
Incremental default interest | 10.00% | ||
Conversion price (in dollars per share) | $ / shares | $ 0.0724 | ||
Principal amount | $ 815 | ||
Remaining debt discount | (452) | ||
Remaining embedded conversion option | 1,748 | ||
Convertible promissory note payable, in default | $ 2,111 | ||
Convertible Debt [Member] | Convertible Debt Issued May 14 2021 [Member] | Leviston Notes [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 5.00% | ||
Incremental default interest | 10.00% | ||
Conversion price (in dollars per share) | $ / shares | $ 0.0724 | ||
Principal amount | $ 815 | ||
Remaining debt discount | (506) | ||
Remaining embedded conversion option | 1,732 | ||
Convertible promissory note payable, in default | $ 2,041 | ||
Convertible Debt [Member] | Convertible Debt Issued September 3 2022 [Member] | Leviston Notes [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 5.00% | ||
Incremental default interest | 10.00% | ||
Conversion price (in dollars per share) | $ / shares | $ 0.0724 | ||
Principal amount | $ 272 | ||
Convertible Debt [Member] | Convertible Debt Issued September 3 2021 [Member] | Five Institutions' Notes [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Maturity date | In default | ||
Stated interest rate | 5.00% | ||
Incremental default interest | 10.00% | ||
Conversion price (in dollars per share) | $ / shares | $ 0.0724 | ||
Principal amount | $ 543 | ||
Remaining debt discount | (501) | ||
Remaining embedded conversion option | 912 | ||
Convertible promissory note payable, in default | $ 954 |
Notes Payable, Senior Secured P
Notes Payable, Senior Secured Promissory Note Payable, in Default (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 06, 2020 | |
Senior Secured Promissory Notes Payable [Abstract] | ||||||
Amortization expense | $ 240 | $ 214 | ||||
Accrued interest | $ 1,944 | 1,944 | $ 1,021 | |||
Interest expense | $ 1,781 | $ 690 | $ 4,340 | $ 878 | ||
Senior Secured Note and Warrants [Member] | NH Expansion Credit Fund Holdings LP [Member] | ||||||
Senior Secured Promissory Notes Payable [Abstract] | ||||||
Principal amount | $ 15,000 | |||||
Additional default accrued interest rate | 5.00% | 5.00% | ||||
Senior Secured Note [Member] | ||||||
Senior Secured Promissory Notes Payable [Abstract] | ||||||
Principal amount | $ 15,000 | $ 15,000 | 15,000 | |||
Senior Secured Note [Member] | NH Expansion Credit Fund Holdings LP [Member] | ||||||
Senior Secured Promissory Notes Payable [Abstract] | ||||||
Amortization expense | 228 | 683 | ||||
Accrued interest | 1,300 | 1,300 | $ 642 | |||
Interest expense | $ 804 | $ 2,300 |
Notes Payable, Convertible Prom
Notes Payable, Convertible Promissory Notes Payable, in Default (Details) - USD ($) $ in Thousands | Aug. 06, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instruments [Abstract] | |||
Accrued interest | $ 1,944 | $ 1,021 | |
Celularity's UltraMIST Assets [Member] | Seller Note [Member] | |||
Debt Instruments [Abstract] | |||
Paid for assets | $ 24,000 | ||
Issuance of promissory notes | $ 4,000 | ||
Maturity date | Aug. 6, 2021 | ||
Accrued interest rate | 5.00% | ||
Interest rate percentage | 12.00% | ||
Accrued interest | $ 587 | $ 192 |
Notes Payable, April 2021 Secur
Notes Payable, April 2021 Securities Purchase Agreement and Warrants (in Default) (Details) $ / shares in Units, $ in Thousands | Sep. 03, 2021USD ($) | May 14, 2021USD ($) | Apr. 21, 2021USD ($) | Apr. 20, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 23, 2021Investors |
April 2021 Securities Purchase Agreement and Warrants [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||
Proceeds from, promissory note disbursement | $ 940 | $ 13,347 | |||||
April 2021 Securities Purchase Agreement and Warrants [Member] | |||||||
April 2021 Securities Purchase Agreement and Warrants [Abstract] | |||||||
Principal amount | $ 4,200 | $ 3,400 | |||||
Warrants to purchase additional common stock (in shares) | shares | 16,666,667 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 | ||||||
Warrants term period | 4 years | ||||||
Proceeds from, promissory note disbursement | $ 250 | $ 750 | $ 750 | ||||
Original issue discount rate | 8.00% | 8.00% | |||||
April 2021 Securities Purchase Agreement and Warrants [Member] | Five Institutions' Notes [Member] | |||||||
April 2021 Securities Purchase Agreement and Warrants [Abstract] | |||||||
Proceeds from, promissory note disbursement | $ 500 | ||||||
Number of institutional investors | Investors | 5 |
Notes Payable, Warrant issuance
Notes Payable, Warrant issuances to Leviston and Five Institutions' in April, May and September 2021 (Details) $ / shares in Units, $ in Thousands | Sep. 03, 2021USD ($)$ / sharesshares | May 14, 2021USD ($)$ / sharesshares | Apr. 20, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | ||
Binomial Pricing Model [Member] | Issuance Date, April 20, 2021 [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Principal | [1] | $ 815 | ||||
Fair Value of Conversion Option | [1] | $ 1,355 | ||||
Binomial Pricing Model [Member] | Issuance Date, April 20, 2021 [Member] | Measurement Input, Conversion Price [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Conversion Price (in dollars per share) | $ / shares | [1] | $ 0.18 | ||||
Binomial Pricing Model [Member] | Issuance Date, April 20, 2021 [Member] | Measurement Input, Interest Rate (annual) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Derivative Liability, Measurement Input | [1],[2] | 0.0007 | ||||
Binomial Pricing Model [Member] | Issuance Date, April 20, 2021 [Member] | Measurement Input, Volatility (annual) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Derivative Liability, Measurement Input | [1],[3] | 0.6960 | ||||
Binomial Pricing Model [Member] | Issuance Date, April 20, 2021 [Member] | Measurement Input, Time to Maturity (Years) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Time to Maturity (Years) | [1] | 1 year | ||||
Binomial Pricing Model [Member] | Issuance Date, May 14, 2021 [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Principal | $ 815 | [1] | $ 2,446 | |||
Fair Value of Conversion Option | $ 1,385 | [1] | $ 5,171 | |||
Binomial Pricing Model [Member] | Issuance Date, May 14, 2021 [Member] | Measurement Input, Conversion Price [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Conversion Price (in dollars per share) | $ / shares | [1] | $ 0.18 | $ 0.14 | |||
Binomial Pricing Model [Member] | Issuance Date, May 14, 2021 [Member] | Measurement Input, Interest Rate (annual) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Derivative Liability, Measurement Input | [2] | 0.0006 | [1] | 0.0006 | ||
Binomial Pricing Model [Member] | Issuance Date, May 14, 2021 [Member] | Measurement Input, Volatility (annual) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Derivative Liability, Measurement Input | [3] | 0.6960 | [1] | 1.9115 | ||
Binomial Pricing Model [Member] | Issuance Date, May 14, 2021 [Member] | Measurement Input, Time to Maturity (Years) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Time to Maturity (Years) | 1 year | [1] | 8 months 12 days | |||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Principal | $ 272 | |||||
Fair Value of Conversion Option | $ 467 | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | Measurement Input, Conversion Price [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Conversion Price (in dollars per share) | $ / shares | $ 0.18 | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | Measurement Input, Interest Rate (annual) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Derivative Liability, Measurement Input | 0.0008 | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | Measurement Input, Volatility (annual) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Derivative Liability, Measurement Input | 0.8010 | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | Measurement Input, Time to Maturity (Years) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Time to Maturity (Years) | 1 year | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Principal | $ 544 | |||||
Fair Value of Conversion Option | $ 932 | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | Measurement Input, Conversion Price [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Conversion Price (in dollars per share) | $ / shares | $ 0.18 | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | Measurement Input, Interest Rate (annual) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Derivative Liability, Measurement Input | 0.0008 | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | Measurement Input, Volatility (annual) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Derivative Liability, Measurement Input | 0.8010 | |||||
Binomial Pricing Model [Member] | Debt Instrument Issued at September 3, 2021 [Member] | Measurement Input, Time to Maturity (Years) [Member] | ||||||
Embedded Conversion Option Liability [Abstract] | ||||||
Time to Maturity (Years) | 1 year | |||||
Leviston Warrants [Member] | ||||||
Leviston and Five Institutions Warrants [Abstract] | ||||||
Warrants issued (in shares) | shares | 1,322,751 | 3,968,254 | 3,968,254 | |||
Five Institutions Warrants [Member] | ||||||
Leviston and Five Institutions Warrants [Abstract] | ||||||
Warrants to purchase additional common stock (in shares) | shares | 2,772,751 | |||||
[1] | Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. | |||||
[2] | Interest rate for U.S. Treasury Bonds, as of 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 each presented period ending date. |
Notes Payable, Interest rates o
Notes Payable, Interest rates on Leviston and Five Institutions' Notes, Conversion Option, and Loss on Issuance (Details) $ / shares in Units, $ in Thousands | Aug. 31, 2021 | Apr. 20, 2021USD ($) | Sep. 30, 2021USD ($)d$ / shares | Sep. 30, 2020USD ($) | May 31, 2021USD ($) | Apr. 30, 2021USD ($) |
Conversion Option [Abstract] | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | |||||
Proceeds from, promissory note disbursement | $ 940 | $ 13,347 | ||||
Leviston Notes [Member] | ||||||
Conversion Option [Abstract] | ||||||
Default interest rate | 15.00% | |||||
Proceeds from, promissory note disbursement | $ 250 | |||||
Five Institutions' Notes [Member] | ||||||
Conversion Option [Abstract] | ||||||
Proceeds from, issuance of one-time aggregate amount | $ 56 | |||||
Percentage of outstanding principal | 5.00% | |||||
Five Institutions' Notes [Member] | Minimum [Member] | ||||||
Conversion Option [Abstract] | ||||||
Conversion price (in dollars per share) | $ / shares | $ 0.01 | |||||
Leviston Disbursements and Five Institutions' Notes [Member] | ||||||
Conversion Option [Abstract] | ||||||
Promissory note disbursement, interest rate | 5.00% | |||||
Default interest rate | 15.00% | |||||
Common stock conversion volume-weighted price percentage | 75.00% | |||||
Number of trading days | d | 10 | |||||
Fair value of convertible notes | $ 1,400 | $ 1,400 | $ 1,400 | |||
Loss on issuance | $ 1,100 | $ 1,100 | $ 1,400 | |||
Promissory note maturity term | 12 months | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 | |||||
Common stock conversion price percentage | 90.00% |
Notes Payable, Convertible Pr_2
Notes Payable, Convertible Promissory Notes Payable (HealthTronics), in Default (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | |
Convertible Notes Payable Related Parties [Abstract] | |||
Accrued interest, related parties | $ 227 | $ 77 | |
Health Tronics [Member] | Convertible Note [Member] | |||
Convertible Notes Payable Related Parties [Abstract] | |||
Principal amount | $ 1,400 | ||
Maturity date | Aug. 6, 2021 | ||
Accrued interest rate | 2.00% | ||
Interest rate | 12.00% | ||
Accrued interest, related parties | $ 196 | $ 66 | |
Common stock conversion price (in dollars per share) | $ 0.10 |
Notes Payable, Convertible Pr_3
Notes Payable, Convertible Promissory Notes Payable (Stolarski), in Default (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | |
Convertible Note [Abstract] | |||
Accrued interest, related parties | $ 227 | $ 77 | |
A. Michael Stolarski [Member] | Convertible Note [Member] | |||
Convertible Note [Abstract] | |||
Principal amount | $ 223 | ||
Maturity date | Aug. 6, 2021 | ||
Accrued interest rate | 2.00% | ||
Interest rate | 12.00% | ||
Accrued interest, related parties | $ 32 | $ 11 | |
Common stock conversion price (in dollars per share) | $ 0.10 |
Notes payable, September 2021 A
Notes payable, September 2021 Advances on Future Receipts Financing (Details) $ / shares in Units, $ in Thousands | Sep. 27, 2021USD ($)wkPayment$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) |
Advances on Future Receipts Financing [Abstract] | |||
Initial liability | $ 48,686 | $ 36,745 | |
Debt discount | $ 5,617 | $ 4,324 | |
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||
September 2021 Advances on Future Receipts Financing [Member] | |||
Advances on Future Receipts Financing [Abstract] | |||
Cash proceeds | $ 703 | ||
Sale of future receipts | $ 1,000 | ||
Non-recourse agreement term | wk | 24 | ||
Minimum amount of receipts, payment | $ 59 | ||
Number of payments occurring at closing | Payment | 4 | ||
Initial liability | $ 763 | ||
Debt discount | $ 60 | ||
Warrants to purchase common stock (in shares) | shares | 5,555,556 | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 |
Notes Payable, SBA Loans (Detai
Notes Payable, SBA Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 27, 2021 | Feb. 20, 2021 | |
SBA Loans [Abstract] | |||||||
Gain on extinguishment of debt | $ 460 | $ (503) | $ 460 | $ (503) | |||
SBA Loan #1 [Member] | |||||||
SBA Loans [Abstract] | |||||||
Forgiveness of loan, principal amount | $ 454 | ||||||
Forgiveness of loan, interest amount | $ 6 | ||||||
Gain on extinguishment of debt | $ 460 | ||||||
Debt maturity date | May 28, 2022 | ||||||
Interest rate | 1.00% | ||||||
SBA Loan #2 [Member] | |||||||
SBA Loans [Abstract] | |||||||
Proceeds from PPP loan | $ 1,030 | ||||||
Debt maturity date | Feb. 20, 2026 | ||||||
Interest rate | 1.00% | 1.00% | 1.00% | ||||
Frequency of payment | monthly | ||||||
Term of covered period | 168 days | ||||||
Term of deferment period | 10 months | ||||||
SBA loan classified as current | $ 91 | $ 91 | |||||
SBA loan classified as non-current | $ 1,000 | $ 1,000 |
Common Stock Purchase Warrants,
Common Stock Purchase Warrants, Summary of Warrant Activity (Details) - $ / shares | Sep. 27, 2021 | Sep. 03, 2021 | Feb. 03, 2021 | Aug. 06, 2020 | Sep. 30, 2021 |
Warrant Class [Roll Forward] | |||||
Outstanding, beginning (in shares) | 190,356,736 | ||||
Issuances (in shares) | 17,592,694 | ||||
Exercised (in shares) | (11,400,000) | ||||
Outstanding, ending (in shares) | 196,549,430 | ||||
Exercise price/share (in dollars per share) | $ 0.01 | ||||
Class E Warrants [Member] | |||||
Warrant Class [Roll Forward] | |||||
Outstanding, beginning (in shares) | 141,091,485 | ||||
Issuances (in shares) | 0 | ||||
Exercised (in shares) | 0 | ||||
Outstanding, ending (in shares) | 141,091,485 | ||||
Exercise price/share (in dollars per share) | $ 0.25 | ||||
Expiration date | Aug. 1, 2023 | ||||
Class O Warrants [Member] | |||||
Warrant Class [Roll Forward] | |||||
Outstanding, beginning (in shares) | 909,091 | ||||
Issuances (in shares) | 0 | ||||
Exercised (in shares) | 0 | ||||
Outstanding, ending (in shares) | 909,091 | ||||
Exercise price/share (in dollars per share) | $ 0.11 | ||||
Expiration date | Jan. 1, 2022 | ||||
Class P Warrants [Member] | |||||
Warrant Class [Roll Forward] | |||||
Outstanding, beginning (in shares) | 265,000 | ||||
Issuances (in shares) | 0 | ||||
Exercised (in shares) | 0 | ||||
Outstanding, ending (in shares) | 265,000 | ||||
Exercise price/share (in dollars per share) | $ 0.20 | ||||
Expiration date | Jun. 1, 2024 | ||||
LGH Warrant [Member] | |||||
Warrant Class [Roll Forward] | |||||
Outstanding, beginning (in shares) | 35,000,000 | ||||
Issuances (in shares) | 0 | ||||
Exercised (in shares) | (35,000,000) | (11,400,000) | |||
Outstanding, ending (in shares) | 23,600,000 | ||||
Exercise price/share (in dollars per share) | $ 0.01 | $ 0.01 | |||
Expiration date | Jun. 1, 2025 | ||||
Issued (in shares) | 10,925,000 | ||||
NH Expansion Warrant [Member] | |||||
Warrant Class [Roll Forward] | |||||
Outstanding, beginning (in shares) | 13,091,160 | ||||
Issuances (in shares) | 0 | ||||
Exercised (in shares) | 0 | ||||
Outstanding, ending (in shares) | 13,091,160 | ||||
Exercise price/share (in dollars per share) | $ 0.01 | ||||
Expiration date | Aug. 1, 2030 | ||||
Leviston Warrants - April 2021 [Member] | |||||
Warrant Class [Roll Forward] | |||||
Outstanding, beginning (in shares) | 0 | ||||
Issuances (in shares) | 3,968,254 | ||||
Exercised (in shares) | 0 | ||||
Outstanding, ending (in shares) | 3,968,254 | ||||
Exercise price/share (in dollars per share) | $ 0.18 | ||||
Expiration date | Apr. 1, 2025 | ||||
Leviston Warrants - May 2021 [Member] | |||||
Warrant Class [Roll Forward] | |||||
Outstanding, beginning (in shares) | 0 | ||||
Issuances (in shares) | 3,968,354 | ||||
Exercised (in shares) | 0 | ||||
Outstanding, ending (in shares) | 3,968,354 | ||||
Exercise price/share (in dollars per share) | $ 0.18 | ||||
Expiration date | Apr. 1, 2025 | ||||
Leviston Warrants - September 2021 [Member] | |||||
Warrant Class [Roll Forward] | |||||
Issuances (in shares) | 1,322,751 | ||||
Exercised (in shares) | 0 | ||||
Outstanding, ending (in shares) | 1,322,751 | ||||
Exercise price/share (in dollars per share) | $ 0.18 | ||||
Expiration date | Apr. 1, 2025 | ||||
Five Institutions Warrants - September 2021 [Member] | |||||
Warrant Class [Roll Forward] | |||||
Issuances (in shares) | 2,777,779 | ||||
Outstanding, ending (in shares) | 2,777,779 | ||||
Exercise price/share (in dollars per share) | $ 0.18 | ||||
Expiration date | Sep. 1, 2025 | ||||
Issued (in shares) | 2,772,229 | ||||
GCF Warrants - September 2021 [Member] | |||||
Warrant Class [Roll Forward] | |||||
Issuances (in shares) | 5,555,556 | ||||
Exercised (in shares) | 0 | ||||
Outstanding, ending (in shares) | 5,555,556 | ||||
Exercise price/share (in dollars per share) | $ 0.18 | ||||
Expiration date | Sep. 1, 2025 | ||||
Issued (in shares) | 5,555,556 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | Sep. 27, 2021$ / sharesshares | Sep. 03, 2021$ / sharesshares | May 14, 2021$ / sharesshares | Apr. 20, 2021$ / sharesshares | Feb. 03, 2021shares | Aug. 06, 2020$ / sharesshares | Jun. 05, 2020shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | ||
Warrant Outstanding and Fair Value [Abstract] | |||||||||||
Warrants outstanding (in shares) | shares | 54,283,754 | 48,091,160 | |||||||||
Cashless exercise of LGH Warrants (in shares) | shares | (11,400,000) | ||||||||||
Gain on remeasurement of warrant liability (in shares) | shares | 0 | ||||||||||
Fair value per share (in dollars per share) | $ 0.10 | $ 0.18 | |||||||||
Fair Value, Warrant Liability [Abstract] | |||||||||||
Warrant Liability, Fair Value | $ | $ 5,669,741 | $ 8,855,379 | |||||||||
Gain on remeasurement of warrant liability | $ | $ (2,686,773) | ||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | $ 0.01 | ||||||||||
Warrants Reclassified [Member] | |||||||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||||||
Warrants outstanding (in shares) | shares | 17,592,594 | ||||||||||
Fair value per share (in dollars per share) | $ 0.09 | ||||||||||
Fair Value, Warrant Liability [Abstract] | |||||||||||
Warrant Liability, Fair Value | $ | $ 1,531,187 | ||||||||||
NH Expansion Warrants [Member] | |||||||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||||||
Cashless exercise of LGH Warrants (in shares) | shares | 0 | ||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | $ 0.01 | ||||||||||
NH Expansion Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | [1] | $ 0.01 | $ 0.01 | ||||||||
NH Expansion Warrants [Member] | Measurement Input, Interest Rate (annual) [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [2] | 0.0152 | 0.0065 | ||||||||
NH Expansion Warrants [Member] | Measurement Input, Volatility (annual) [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [3] | 1.308 | 1.439 | ||||||||
NH Expansion Warrants [Member] | Measurement Input, Time to Maturity [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Time to Maturity (Years) | 8 years 10 months 24 days | 9 years 7 months 6 days | |||||||||
NH Expansion Warrants [Member] | Measurement Input, Calculated fair value per share [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Stock Price (in dollars per share) | $ 0.119 | $ 0.189 | |||||||||
LGH Warrant [Member] | |||||||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||||||
Cashless exercise of LGH Warrants (in shares) | shares | (35,000,000) | (11,400,000) | |||||||||
Cashless exercise of LGH Warrants. Fair value per share (in dollars per share) | $ 0.18 | ||||||||||
Fair Value, Warrant Liability [Abstract] | |||||||||||
Cashless exercise of LGH Warrants, Fair Value | $ | $ (2,030,052) | ||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Warrant Liabilities [Abstract] | |||||||||||
Warrants to purchase additional common stock (in shares) | shares | 1,075,000 | ||||||||||
Warrants issued (in shares) | shares | 10,925,000 | ||||||||||
LGH Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | [1] | $ 0.01 | $ 0.01 | ||||||||
LGH Warrant [Member] | Measurement Input, Interest Rate (annual) [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [2] | 0.0098 | 0.0036 | ||||||||
LGH Warrant [Member] | Measurement Input, Volatility (annual) [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [3] | 1.176 | 0.986 | ||||||||
LGH Warrant [Member] | Measurement Input, Time to Maturity [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Time to Maturity (Years) | 3 years 8 months 12 days | 4 years 4 months 24 days | |||||||||
LGH Warrant [Member] | Measurement Input, Calculated fair value per share [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Stock Price (in dollars per share) | $ 0.114 | $ 0.182 | |||||||||
Leviston Warrants [Member] | |||||||||||
Warrant Liabilities [Abstract] | |||||||||||
Warrants issued (in shares) | shares | 1,322,751 | 3,968,254 | 3,968,254 | ||||||||
Leviston Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | [4] | $ 0.18 | |||||||||
Leviston Warrants [Member] | Measurement Input, Exercise Price [Member] | April 20, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | [4] | $ 0.18 | |||||||||
Leviston Warrants [Member] | Measurement Input, Exercise Price [Member] | May 14, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | [4] | $ 0.18 | |||||||||
Leviston Warrants [Member] | Measurement Input, Exercise Price [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | [4] | $ 0.18 | |||||||||
Leviston Warrants [Member] | Measurement Input, Interest Rate (annual) [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [2] | 0.0061 | |||||||||
Leviston Warrants [Member] | Measurement Input, Interest Rate (annual) [Member] | April 20, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [2],[4] | 0.0056 | |||||||||
Leviston Warrants [Member] | Measurement Input, Interest Rate (annual) [Member] | May 14, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [2],[4] | 0.0056 | |||||||||
Leviston Warrants [Member] | Measurement Input, Interest Rate (annual) [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [2],[4] | 0.0053 | |||||||||
Leviston Warrants [Member] | Measurement Input, Volatility (annual) [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [3] | 1.129 | |||||||||
Leviston Warrants [Member] | Measurement Input, Volatility (annual) [Member] | April 20, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [3],[4] | 0.919 | |||||||||
Leviston Warrants [Member] | Measurement Input, Volatility (annual) [Member] | May 14, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [3],[4] | 0.903 | |||||||||
Leviston Warrants [Member] | Measurement Input, Volatility (annual) [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [3],[4] | 0.868 | |||||||||
Leviston Warrants [Member] | Measurement Input, Time to Maturity [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Time to Maturity (Years) | 3 years 7 months 6 days | ||||||||||
Leviston Warrants [Member] | Measurement Input, Time to Maturity [Member] | April 20, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Time to Maturity (Years) | [4] | 4 years | |||||||||
Leviston Warrants [Member] | Measurement Input, Time to Maturity [Member] | May 14, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Time to Maturity (Years) | [4] | 3 years 10 months 24 days | |||||||||
Leviston Warrants [Member] | Measurement Input, Time to Maturity [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Time to Maturity (Years) | [4] | 3 years 7 months 6 days | |||||||||
Leviston Warrants [Member] | Measurement Input, Calculated fair value per share [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Stock Price (in dollars per share) | $ 0.079 | ||||||||||
Leviston Warrants [Member] | Measurement Input, Calculated fair value per share [Member] | April 20, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Stock Price (in dollars per share) | [4] | $ 0.097 | |||||||||
Leviston Warrants [Member] | Measurement Input, Calculated fair value per share [Member] | May 14, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Stock Price (in dollars per share) | [4] | $ 0.094 | |||||||||
Leviston Warrants [Member] | Measurement Input, Calculated fair value per share [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Stock Price (in dollars per share) | [4] | $ 0.069 | |||||||||
Five Institutions Warrants [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | 0.18 | ||||||||||
Warrant Liabilities [Abstract] | |||||||||||
Warrants issued (in shares) | shares | 2,772,229 | ||||||||||
Five Institutions Warrants [Member] | Measurement Input, Exercise Price [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | [5] | $ 0.18 | $ 0.18 | ||||||||
Five Institutions Warrants [Member] | Measurement Input, Interest Rate (annual) [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [2] | 0.0060 | [5] | 0.0074 | |||||||
Five Institutions Warrants [Member] | Measurement Input, Volatility (annual) [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [3] | 0.899 | [5] | 1.145 | |||||||
Five Institutions Warrants [Member] | Measurement Input, Time to Maturity [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Time to Maturity (Years) | 4 years | [5] | 3 years 10 months 24 days | ||||||||
Five Institutions Warrants [Member] | Measurement Input, Calculated fair value per share [Member] | September 3, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Stock Price (in dollars per share) | $ 0.075 | [5] | $ 0.083 | ||||||||
GCF Warrants [Member] | |||||||||||
Warrant Outstanding and Fair Value [Abstract] | |||||||||||
Cashless exercise of LGH Warrants (in shares) | shares | 0 | ||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | $ 0.18 | ||||||||||
Warrant Liabilities [Abstract] | |||||||||||
Warrants issued (in shares) | shares | 5,555,556 | ||||||||||
GCF Warrants [Member] | Measurement Input, Exercise Price [Member] | September 27, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Exercise Price (in dollars per share) | [6] | $ 0.18 | $ 0.18 | ||||||||
GCF Warrants [Member] | Measurement Input, Interest Rate (annual) [Member] | September 27, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [2],[6] | 0.0098 | 0.0098 | ||||||||
GCF Warrants [Member] | Measurement Input, Volatility (annual) [Member] | September 27, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | [3],[6] | 1.176 | 1.176 | ||||||||
GCF Warrants [Member] | Measurement Input, Time to Maturity [Member] | September 27, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Time to Maturity (Years) | [6] | 4 years | 4 years | ||||||||
GCF Warrants [Member] | Measurement Input, Calculated fair value per share [Member] | September 27, 2021 [Member] | |||||||||||
Black Scholes Option Pricing Model [Abstract] | |||||||||||
Stock Price (in dollars per share) | [6] | $ 0.086 | $ 0.037 | ||||||||
[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 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 each presented period ending date. | ||||||||||
[4] | Based on the terms provided in the warrant agreement to purchase common stock of the Company on the stated issuance dates. | ||||||||||
[5] | Based on the terms provided in the warrant agreement to purchase common stock of the Company dated September 3, 2021. | ||||||||||
[6] | Based on the terms provided in the warrant agreement to purchase common stock of the Company dated September 27, 2021. |
Leases, ROU Assets and Lease Li
Leases, ROU Assets and Lease Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases [Abstract] | ||
Right of use assets | $ 725 | $ 725 |
Less: Accumulated amortization | (512) | (339) |
Right of use assets, net | 213 | 386 |
Lease liability - right of use | 223 | 415 |
Less: current portion | (126) | (257) |
Lease liabilities | 97 | 158 |
Financing Leases [Abstract] | ||
Right of use assets | 644 | 644 |
Less: Accumulated amortization | (395) | (235) |
Right of use assets, net | 249 | 409 |
Lease liability | 285 | 427 |
Less: current portion | (201) | (194) |
Lease liabilities | 84 | 233 |
Total [Abstract] | ||
Right of use assets | 1,369 | 1,369 |
Less: Accumulated amortization | (907) | (574) |
Right of use assets, net | 462 | 795 |
Lease Liabilities | 508 | 842 |
Less: current portion | (327) | (451) |
Lease liabilities | $ 181 | $ 391 |
Leases, Lease Costs (Details)
Leases, Lease Costs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finance lease costs [Abstract] | ||
Amortization of right-of-use assets | $ 159 | $ 94 |
Interest on lease liabilities | 33 | 33 |
Operating lease costs | 263 | 118 |
Total lease costs | $ 455 | $ 245 |
Leases, Cash Paid for Amounts I
Leases, Cash Paid for Amounts Included in Measurement of Lease Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in measurement of lease liabilities [Abstract] | ||
Operating cash flows from finance leases | $ (176) | $ (103) |
Operating cash flows from operating leases | $ (263) | $ (118) |
Leases, Operating Leases, Remai
Leases, Operating Leases, Remaining Lease Terms (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Maturities of Lease Liability - right of use [Abstract] | |||||
2021 (remainder of year) | $ 70 | $ 70 | |||
2022 | 94 | 94 | |||
2023 | 65 | 65 | |||
2024 | 8 | 8 | |||
2025 | 0 | 0 | |||
Total lease payments | 237 | 237 | |||
Less: Present value adjustment | (14) | (14) | |||
Lease liability | $ 223 | $ 223 | $ 415 | ||
Weighted average remaining lease term, operating lease | 1 year 4 months 24 days | 1 year 4 months 24 days | |||
Weighted average discount rate, operating lease | 11.00% | 11.00% | |||
Rent expenses | $ 94 | $ 84 | $ 263 | $ 202 |
Leases, Finance Lease, Remainin
Leases, Finance Lease, Remaining Lease Terms (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Maturities of Finance Lease Liability [Abstract] | ||
2021 (remainder of year) | $ 59 | |
2022 | 200 | |
2023 | 18 | |
Total lease payments | 277 | |
Less: Present value adjustment | 8 | |
Lease liability | $ 285 | $ 427 |
Weighted average remaining lease term, finance lease | 2 years | |
Weighted average discount rate, finance lease | 13.20% |
Contingencies (Details)
Contingencies (Details) - UltraMIST Devices [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 23, 2021 | Aug. 06, 2020 | |
Contingencies [Abstract] | |||
Purchase order of remaining commitment | $ 1,100 | ||
Percentage of production delay fees | 1.25% | ||
Percentage of cancelation clause of remaining balance | 20.00% | ||
Additional amount of fees and charges for cancellation of purchase order | $ 311 | ||
Minimum [Member] | |||
Contingencies [Abstract] | |||
Period of delaying production | 6 months |
Related Party Transactions (Det
Related Party Transactions (Details) | Jul. 01, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Feb. 13, 2018 |
Related Party Transaction Disclosures [Abstract] | |||||||
Contract liabilities | $ 270,000 | $ 270,000 | $ 69,000 | ||||
A. Michael Stolarski [Member] | |||||||
Related Party Transaction Disclosures [Abstract] | |||||||
Revenues from related party | 8,000 | $ 10,000 | 24,000 | $ 36,000 | |||
Contract liabilities | 46,000 | 46,000 | $ 69,000 | ||||
Deposits for future purchase of medical equipment | 125,000 | 125,000 | |||||
PSWC [Member] | |||||||
Related Party Transaction Disclosures [Abstract] | |||||||
Purchase price multiplier in reference to EBITDA | 5.5 | ||||||
Revenues from related party | $ 99,000 | ||||||
Purchase from related party | 127,000 | ||||||
Related party accounts payable | $ 127,000 | $ 127,000 | |||||
Monthly rent of equipment | $ 3,600 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes [Abstract] | ||||
Provision for Income Taxes | $ 6 | $ 0 | $ 28 | $ 0 |
UltraMIST Devices [Member] | ||||
Income Taxes [Abstract] | ||||
Provision for Income Taxes | 6 | 28 | ||
Goodwill | $ 7,300 | $ 7,300 | ||
Period of goodwill for income tax deductible purpose | 15 years |
Subsequent Events, October 2021
Subsequent Events, October 2021 Advances from Directors (Details) - USD ($) $ in Thousands | Oct. 27, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsequent Event [Abstract] | ||||
Proceeds from related party deposits | $ 125 | $ 0 | ||
October 2021 Advances from Directors [Member] | A. Michael Stolarski [Member] | ||||
Subsequent Event [Abstract] | ||||
Proceeds from related party deposits | $ 125 | |||
Subsequent Event [Member] | October 2021 Advances from Directors [Member] | ||||
Subsequent Event [Abstract] | ||||
Advances from related parties | $ 50 | |||
Subsequent Event [Member] | October 2021 Advances from Directors [Member] | NightWatch Capital Advisors, LLC [Member] | ||||
Subsequent Event [Abstract] | ||||
Advances from related parties | 25 | |||
Principal amount | $ 25 | |||
Maturity date | Jun. 30, 2022 | |||
Interest rate | 15.00% | |||
Subsequent Event [Member] | October 2021 Advances from Directors [Member] | A. Michael Stolarski [Member] | ||||
Subsequent Event [Abstract] | ||||
Advances from related parties | $ 25 | |||
Principal amount | $ 150 | |||
Maturity date | Jun. 30, 2022 | |||
Interest rate | 15.00% |
Subsequent Events, December 202
Subsequent Events, December 2021 Advances on Future Receipts Financing (Details) $ / shares in Units, $ in Thousands | Dec. 22, 2021USD ($)wk$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) |
Subsequent Event [Abstract] | |||
Initial liability | $ 48,686 | $ 36,745 | |
Debt discount | $ 5,617 | $ 4,324 | |
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||
Subsequent Event [Member] | December 2021 Advances on Future Receipts Financing [Member] | |||
Subsequent Event [Abstract] | |||
Balance paid | $ 650 | ||
Cash proceeds | 758 | ||
Sale of future receipts | $ 1,500 | ||
Non-recourse agreement term | wk | 24 | ||
Minimum amount of receipts, payment | $ 59 | ||
Term of minimum amount for receipts | wk | 6 | ||
Remaining amount of receipts for payment | $ 98 | ||
Receipts of remaining term | wk | 18 | ||
Initial liability | $ 1,500 | ||
Debt discount | $ 90 | ||
Warrants to purchase common stock (in shares) | shares | 8,333,334 | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 |
Subsequent Events, January 2022
Subsequent Events, January 2022 Warrant Exercises (Details) - USD ($) $ in Thousands | Jan. 28, 2022 | Feb. 03, 2021 | Jan. 25, 2021 | Aug. 06, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsequent Event [Abstract] | |||||||
Cash proceeds from exercise of warrants | $ 0 | $ 10 | |||||
Exercised (in shares) | (11,400,000) | ||||||
Warrants outstanding (in shares) | 196,549,430 | 190,356,736 | |||||
LGH Warrant [Member] | |||||||
Subsequent Event [Abstract] | |||||||
Warrants issued (in shares) | 10,925,000 | ||||||
Exercised (in shares) | (35,000,000) | (11,400,000) | |||||
Warrants outstanding (in shares) | 23,600,000 | 35,000,000 | |||||
Class O Warrants [Member] | |||||||
Subsequent Event [Abstract] | |||||||
Exercised (in shares) | 0 | ||||||
Warrants outstanding (in shares) | 909,091 | 909,091 | |||||
January 2022 Warrant Exercises [Member] | Class O Warrants [Member] | |||||||
Subsequent Event [Abstract] | |||||||
Cash proceeds from exercise of warrants | $ 100 | ||||||
Warrants issued (in shares) | 909,091 | ||||||
Subsequent Event [Member] | January 2022 Warrant Exercises [Member] | LGH Warrant [Member] | |||||||
Subsequent Event [Abstract] | |||||||
Warrants issued (in shares) | 14,000,000 | ||||||
Exercised (in shares) | (15,000,000) | ||||||
Warrants outstanding (in shares) | 8,600,000 |
Subsequent Events, February 202
Subsequent Events, February 2022 Master Equipment Agreement (Details) $ in Thousands | Feb. 17, 2022USD ($) |
Subsequent Event [Member] | ABF Sanuwave LLC [Member] | |
Subsequent Event [Abstract] | |
Purchase price of agreement | $ 798 |
Subsequent Events, February 2_2
Subsequent Events, February 2022 Second Amendment to Note and Warrant Purchase and Security Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Feb. 25, 2022 | |
Subsequent Event [Abstract] | ||
Warrant exercise price (in dollars per share) | $ 0.01 | |
February 2022 Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | ||
Subsequent Event [Abstract] | ||
Warrants term period | 10 years | |
February 2022 Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | Subsequent Event [Member] | ||
Subsequent Event [Abstract] | ||
Principal amount | $ 3 | |
Issuance of advisor shares (in shares) | 20,666,993 | |
Percentage of additional fully-diluted common stock for warrant to become exercisable | 2.00% | |
Warrant exercise price (in dollars per share) | $ 0.18 |