Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | |
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 | 517,195,705 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 313 | $ 619 |
Accounts receivable, net of allowance for doubtful accounts of $0.7 and $0.5, respectively | 1,730 | 2,415 |
Inventory | 1,001 | 1,040 |
Prepaid expenses and other current assets | 365 | 326 |
Total Current Assets | 3,409 | 4,400 |
Property and Equipment, net | 315 | 668 |
Right of Use Assets, net | 259 | 344 |
Other Intangible Assets, net | 5,665 | 5,841 |
Goodwill | 7,260 | 7,260 |
Other Assets | 106 | 106 |
Total Assets | 17,014 | 18,619 |
Current Liabilities: | ||
Senior secured promissory note payable, in default | 11,894 | 11,586 |
Convertible promissory notes payable, in default | 10,532 | 11,601 |
Convertible promissory notes, related parties, in default | 1,596 | 1,596 |
Advances on future cash receipts | 416 | 446 |
Accounts payable | 6,696 | 7,644 |
Accrued expenses | 4,916 | 4,394 |
Accrued employee compensation | 3,623 | 4,247 |
Due under factoring agreement | 1,231 | 1,737 |
Warrant liability | 8,300 | 9,614 |
Current portion of SBA loans | 226 | 158 |
Accrued interest | 3,072 | 2,521 |
Accrued interest, related parties | 345 | 289 |
Current portion of lease liabilities | 268 | 268 |
Current portion of contract liabilities | 58 | 48 |
Other | 58 | 114 |
Total Current Liabilities | 53,231 | 56,263 |
Non-current Liabilities | ||
SBA loans | 807 | 875 |
Lease liabilities | 34 | 118 |
Contract liabilities | 303 | 293 |
Deferred tax liability | 28 | 28 |
Total Non-current Liabilities | 1,172 | 1,314 |
Total Liabilities | 54,403 | 57,577 |
Commitments and Contingencies (Footnote 11) | ||
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 March 31, 2022 and December 31, 2021 | 0 | 0 |
Common Stock, par value $0.001, 800,000,000 shares authorized; 517,195,705 and 481,619,621 issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 517 | 482 |
Additional Paid-in Capital | 150,533 | 144,582 |
Accumulated Deficit | (188,372) | (183,949) |
Accumulated Other Comprehensive Loss | (67) | (73) |
Total Stockholders' Deficit | (37,389) | (38,958) |
Total Liabilities and Stockholders' Deficit | $ 17,014 | $ 18,619 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 785 | $ 475 |
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) | 517,195,705 | 481,619,621 |
Common stock, shares outstanding (in shares) | 517,195,705 | 481,619,621 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total Revenue | $ 3,195 | $ 2,116 |
Cost of Revenues | 889 | 1,055 |
Gross Margin | 2,306 | 1,061 |
Operating Expenses: | ||
General and administrative | 2,141 | 3,129 |
Selling and marketing | 1,715 | 1,780 |
Research and development | 166 | 354 |
Gain on disposal of assets | (554) | 0 |
Depreciation and amortization | 176 | 192 |
Total Operating Expenses | 3,644 | 5,455 |
Operating Loss | (1,338) | (4,394) |
Other Income (Expense): | ||
Interest expense | (3,076) | (1,122) |
Interest expense, related party | (56) | (47) |
Change in fair value of derivative liabilities | 3,482 | 635 |
Loss on issuance of debt | (3,434) | 0 |
Gain / (loss) on foreign currency exchange | (1) | 7 |
Other Income (Expense), net | (3,085) | (527) |
Net Loss before Income Taxes | (4,423) | (4,921) |
Provision for Income Taxes | 0 | 16 |
Net Loss | (4,423) | (4,937) |
Other Comprehensive Loss | ||
Foreign currency translation adjustments | 0 | (8) |
Total Comprehensive Loss | $ (4,423) | $ (4,945) |
Loss per Share: | ||
Net loss per share - basic (in dollars per share) | $ (0.01) | $ (0.01) |
Net loss per share - diluted (in dollars per share) | $ (0.01) | $ (0.01) |
Weighted average shares outstanding - basic (in shares) | 525,414,534 | 518,490,225 |
Weighted average shares outstanding - diluted (in shares) | 525,414,534 | 518,490,225 |
Accessory and Parts Revenue [Member] | ||
Revenues: | ||
Total Revenue | $ 2,192 | $ 1,571 |
Product [Member] | ||
Revenues: | ||
Total Revenue | 645 | 253 |
Rental Income [Member] | ||
Revenues: | ||
Total Revenue | 343 | 254 |
License Fees and Other [Member] | ||
Revenues: | ||
Total Revenue | $ 15 | $ 38 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning balance at Dec. 31, 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 | (4,937) | 0 | (4,937) |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | (8) | (8) |
Ending balance at Mar. 31, 2021 | $ 0 | $ 482 | 144,582 | (161,627) | (70) | (16,633) |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 481,619,621 | ||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 482 | 144,582 | (183,949) | (73) | (38,958) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 481,619,621 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cashless warrant exercise | $ 0 | $ 14 | 2,152 | 0 | 0 | 2,166 |
Cashless warrant exercise (in shares) | 0 | 14,000,000 | ||||
Warrant exercise | $ 0 | $ 1 | 99 | 0 | 0 | 100 |
Warrant exercise (in shares) | 0 | 909,091 | ||||
Shares issued in conjunction with Note Payable | $ 0 | $ 20 | 3,700 | 0 | 0 | 3,720 |
Shares issued in conjunction with Note Payable (in shares) | 0 | 20,666,993 | ||||
Net loss | $ 0 | $ 0 | 0 | (4,423) | 0 | (4,423) |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 6 | 6 |
Ending balance at Mar. 31, 2022 | $ 0 | $ 517 | $ 150,533 | $ (188,372) | $ (67) | $ (37,389) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 517,195,705 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows - Operating Activities: | ||
Net loss | $ (4,423) | $ (4,937) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Amortization of intangibles | 176 | 176 |
Depreciation | 15 | 94 |
Bad debt expense | 0 | 132 |
Income tax expense | 0 | 16 |
Change in fair value of derivative liabilities | (3,482) | (635) |
Loss on issuance of debt | 3,434 | 0 |
Amortization of debt issuance costs and original issue discount | 889 | 228 |
Accrued interest | 551 | (40) |
Interest payable, related parties | 56 | 47 |
Changes in operating assets and liabilities | ||
Accounts receivable - trade | 804 | 489 |
Inventory | 39 | 21 |
Prepaid expenses | (39) | (444) |
Other assets | 43 | (24) |
Operating leases | 0 | (6) |
Accounts payable | (930) | 1,274 |
Accrued expenses | 439 | 365 |
Accrued employee compensation | (549) | (78) |
Contract liabilities | (155) | (22) |
Net Cash Used by Operating Activities | (3,132) | (3,344) |
Cash Flows - Investing Activities | ||
Disposition of property and equipment | 360 | (101) |
Net Cash Flows Provided by (Used in) Investing Activities | 360 | (101) |
Cash Flows - Financing Activities | ||
Proceeds from senior promissory notes | 2,940 | 0 |
Proceeds from SBA loan | 0 | 1,033 |
Payments for factoring | (505) | 0 |
Proceeds from warrant exercises | 100 | 125 |
Payments of principal on finance leases | (65) | (46) |
Net Cash Flows Provided by Financing Activities | 2,470 | 1,112 |
Effect of Exchange Rates on Cash | (4) | (8) |
Net Change in Cash During Period | (306) | (2,341) |
Cash at Beginning of Period | 619 | 2,437 |
Cash at End of Period | 313 | 96 |
Supplemental Information: | ||
Cash paid for interest | 574 | 934 |
Non-cash Investing and Financing Activities: | ||
Reclassification of warrant liability due to cashless warrant exercise | 2,167 | 2,030 |
Warrants issued in conjunction with senior secured promissory note payable | 2,654 | 0 |
Common shares issued in conjunction with senior secured promissory note payable | $ 3,720 | $ 0 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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. Certain accounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current period condensed consolidated financial statements. These reclassifications had no effect on the previously reported operating results. The financial information as of March 31, 2022, and for the three months ended March 31, 2022 and 2021 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 ended March 31, 2022, are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2022. The condensed consolidated balance sheet at December 31, 2021 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, 2021 Annual Report on Form 10-K filed with the SEC on May 13, 2022 (the “2021 Annual Report”). |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern Our recurring losses from operations and dependency upon future issuances of equity or other financing to fund ongoing operations have raised substantial doubt as to our ability to continue as a going concern. We will be required to raise additional funds to finance our operations and remain a going concern; we may not be able to do so, and/or the terms of any financings may not be advantageous to us. The continuation of our business is dependent upon raising additional capital. We expect to devote substantial resources for the commercialization of the dermaPACE and will continue to research and develop the non-medical uses of the PACE technology, both of which will require additional capital resources. The operating losses and the events of default on the Company’s notes payable indicate substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the filing of this Form 10-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 obtain funds through financing transactions with unfavorable terms. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Our consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 2021 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, estimated fair value of stock-based compensation, and the estimated fair value of financial instruments, including warrants and embedded conversion options. |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022, and 2021. 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 (shares in s): Three Months Ended March 31, 2022 March 31, 2021 Weighted average shares outstanding Common shares 498,723 481,620 Common shares issuable assuming excercise of nominally priced warrants 26,691 36,871 Weighted average shares outstanding 525,414 518,491 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 months ended March 31, 2022 and 2021, 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 March 31, 2022 and 2021, respectively (in s): 2022 2021 Common stock options 31,759 31,864 Common stock purchase warrants 183,435 142,266 Convertible notes payable 94,172 60,329 309,366 234,459 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following at March and December (in s): 2022 2021 Registration penalties $ 2,083 $ 1,950 License fees 893 893 Board of director’s fees 537 507 Related party 250 - Other 1,153 1,044 $ 4,916 $ 4,394 There was no activity in the warranty reserve during the months ended March |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue [Abstract] | |
Revenue | 6. Revenue Disaggregation of Revenue - The disaggregation of revenue is based on geographical region. All revenue is recognized at the point in time when control is transferred to our clients. The following tables present revenue from contracts with customers for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 United States International Total United States International Total Accessories and parts $ 2,132 $ (4 ) $ 2,128 $ 1,435 $ 136 $ 1,571 Product 691 16 707 41 212 253 License fees and other 8 9 17 33 5 38 Topic 606 Revenue $ 2,831 $ 21 $ 2,852 $ 1,509 $ 353 $ 1,862 Rental income 343 - 343 254 - 254 Topic 842 Revenue $ 343 $ - $ 343 $ 254 $ - $ 254 Total Revenue $ 3,174 $ 21 $ 3,195 $ 1,763 $ 353 $ 2,116 Contract liabilities - March 31, 2022 December 31, 2021 Service agreements $ 361 $ 137 Deposit on future equipment purchases - 204 Total contract liabilities 361 341 Less: current portion (58 ) (48 ) Non-current contract liabilities $ 303 $ 293 During the months ended March and the Company recognized revenue related to these contract liabilities of in both and 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 months ended March (in s): Three Months ended March 31, 2022 Three Months ended March 31, 2021 Beginning balance $ 341 $ 69 New service agreement additions 28 1 Deposit on future equipment purchases - 125 Revenue recognized (8 ) (8 ) Total contract liabilities 361 187 Less current portion (58 ) (32 ) Non-current contract liabilities $ 303 $ 155 |
Concentration of Credit Risk an
Concentration of Credit Risk and Limited Suppliers | 3 Months Ended |
Mar. 31, 2022 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
Concentration of Credit Risk and Limited Suppliers | 7. 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 and sales from major customers of the Company for the periods indicated were as follows: March 31, 2022 December 31, 2021 Accounts Receivable: Customer A 15 % 16 % Customer B n/a 24 % March 31, 2022 March 31, Revenue: Customer A 11 % n/a 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 of purchases from major vendors of the Company that exceeded of total purchases for the months ended March and were as follows: Three Months Ended March 31, 2022 March 31, 2021 Purchases: Vendor A 19 % 55 % Vendor B n/a 13 % |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable [Abstract] | |
Notes Payable | 8. Notes payable The following tables summarize outstanding notes payable as of March and December (dollars in s): A s of 03 / / (dollars in s) Maturity Date Interest Rate Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Senior secured promissory note payable, in default In default 20.50 % n/a $ 18,000 (6,106 ) - $ 11,894 Convertible promissory notes payable, in default: Total convertible promisory notes payable, in default In default 15.40 % $ 0.1058 6,445 (488 ) 4,575 10,532 Convertible promissory notes payable, related parties, in default: Total convertible promisory notes payable, related parties, in default In default 14.0 % $ 0.10 1,596 - - 1,596 SBA loan # February 20, 2026 1.00 % n/a 1,033 - - 1,033 Advances on future cash receipts June 13, 2022 n/a n/a 925 (509 ) - 416 Total debt outstanding, including amounts in default 27,999 (7,103 ) 4,575 25,471 Less: current maturities, including notes in default (27,192 ) 7,103 (4,575 ) (24,664 ) Total long-term debt as of March $ 807 $ - $ - $ 807 As of 12 / / (dollars in s) Maturity Date Interest Rate Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Senior secured promissory note payable, in default In default 20.25 % n/a $ 15,000 (3,414 ) - $ 11,586 Convertible promissory notes payable, in default: Total convertible promisory notes payable, in default In default 15.40 % $ 0.1071 6,445 (1,099 ) 6,255 11,601 Convertible promissory notes payable, related parties, in default: Total convertible promisory notes payable, related parties, in default In default 14.0 % $ 0.10 1,596 - - 1,596 SBA loan # February 20, 2026 1.00 % n/a 1,033 - - 1,033 Advances on future cash receipts March 11, 2022 n/a n/a 1,500 (1,054 ) - 446 Total debt outstanding, including amounts in default 25,574 (5,567 ) 6,255 26,262 Less: current maturities, including notes in default (24,699 ) 5,567 (6,255 ) (25,387 ) Total long-term debt as of December $ 875 $ - $ - $ 875 Senior secured promissory note payable, in default (“Senior Secured Note”) - On February the Company entered into a Note Extension with NH Expansion Credit Fund Holdings LP. The amount of the note was , with an interest rate of and matures on September 30, 2025 Because the combined fair value of the applicable warrants and common stock issued as part of this note exceeded the face value of the note, the additional amount beyond the face value is recorded as a loss on issuance of . Embedded Conversion Option Liability The fair value of Conversion Option liability was determined by using a binomial pricing model: At / / At / / Conversion Price (1) $ 0.11 $ 0.11 Interest Rate (annual) (2) 0.15 % 0.18 % Volatility (annual) (3) 185.75 % 289.65 % Time to Maturity (Years) 0.26 0.50 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company as of March and December (2) (3) |
Common Stock Purchase Warrants
Common Stock Purchase Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Purchase Warrants [Abstract] | |
Common Stock Purchase Warrants | 9. Common Stock Purchase Warrants A summary of the warrant activity as of March is as follows (dollars in s): Warrants Weighted Average Exercise Price per share Weighted Average Remaining Contractual Life (years) Outstanding at December 204,882,664 $ 0.20 2.54 Exercised (15,909,091 ) 0.01 Issued 16,152,079 0.18 Outstanding at March 205,125,652 $ 0.18 2.67 On January the Company issued 14,000,000 shares of its common stock to LGH upon the cashless exercise of of the LGH Warrants under the terms of the warrant agreement. After this cashless exercise, of LGH Warrants remain outstanding. On February the Company issued 16.1 warrants with an exercise price of and a -year term as part of the Amendment to Note and Warrant Purchase and Security Agreement with NH Expansion Fund. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion features associated with a convertible debt on a recurring basis to determine the fair value of the liability. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2022 and 2021 (in thousands): Fair value measured at March 31, 2022 Fair value at March 31, 2022 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 8,300 $ - $ - $ 8,300 Embedded conversion option 4,575 - - 4,575 Total fair value 12,875 - - 12,875 Fair value measured at December 31, 2021 Fair value at December 31, 2021 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 9,614 - - 9,614 Embedded conversion option 6,255 - - 6,255 Total fair value 15,869 - - 15,869 There were no transfers between Level 1, 2 or 3 during the three months ended March 31, 2022 and 2021. The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g. changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (dollars in thousands): Warrant Liability Conversion Feature Total Balance at December 31, 2021 $ 9,614 $ 6,255 $ 15,869 Cashless exercise (2,167 ) - (2,167 ) Warrants issued 2,654 - 2,654 Change in fair value (1,801 ) (1,680 ) (3,481 ) Balance at March 31 2022 $ 8,300 $ 4,575 $ 12,875 A summary of the warrant liability activity for the three months ended March 31, 2022 is as follows: Warrants Outstanding Fair Value per Share Fair Value Balance at December 31, 2021 62,617,188 $ 0.15 $ 9,614,134 Warrants classified as liabilities (15,000,000 ) 0.14 (2,167,022 ) Warrants issued 16,152,079 0.18 2,654,178 Gain on remeasurement of warrant liability - (1,801,225 ) Balance at March 31 2022 63,769,267 $ 0.13 $ 8,300,065 Significant Black Scholes valuation model inputs related to the Company’s different Warrants are listed below. March 31, 2022 December 31, 2021 New Issuances at Issue Date Weighted average remaining life in years 5.65 4.67 8.63 Weighted average volatility 131 % 116 % 143 % Weighted average risk free interest rate 2.2 % 1.2 % 2.0 % Expected dividend yield 0.00 % 0.00 % 0.00 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies In the ordinary course of business, the Company from time to time becomes involved in various legal proceedings involving a variety of matters. The Company does not believe there are any pending legal proceedings that will have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Companies expenses legal fees in the period in which they are occurred. Supplier disputes |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Advance from Director The Stolarski Advance has 18 UltraMIST® systems used as collateral (the “Collateral”) and the Company has agreed to repurchase the Collateral at $256 thousand. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events May 2022 Advance on Future Receipts Financing |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Estimates | Estimates Significant estimates include the recording of allowances for doubtful accounts, the net realizable value of inventory, useful lives of long-lived assets, fair value of goodwill and other intangible assets, the determination of the valuation allowances for deferred taxes, estimated fair value of stock-based compensation, and the estimated fair value of financial instruments, including warrants and embedded conversion options. |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 (shares in s): Three Months Ended March 31, 2022 March 31, 2021 Weighted average shares outstanding Common shares 498,723 481,620 Common shares issuable assuming excercise of nominally priced warrants 26,691 36,871 Weighted average shares outstanding 525,414 518,491 |
Anti-dilutive Equity Securities | Anti-dilutive equity securities consist of the following at March 31, 2022 and 2021, respectively (in s): 2022 2021 Common stock options 31,759 31,864 Common stock purchase warrants 183,435 142,266 Convertible notes payable 94,172 60,329 309,366 234,459 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following at March and December (in s): 2022 2021 Registration penalties $ 2,083 $ 1,950 License fees 893 893 Board of director’s fees 537 507 Related party 250 - Other 1,153 1,044 $ 4,916 $ 4,394 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The disaggregation of revenue is based on geographical region. All revenue is recognized at the point in time when control is transferred to our clients. The following tables present revenue from contracts with customers for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 United States International Total United States International Total Accessories and parts $ 2,132 $ (4 ) $ 2,128 $ 1,435 $ 136 $ 1,571 Product 691 16 707 41 212 253 License fees and other 8 9 17 33 5 38 Topic 606 Revenue $ 2,831 $ 21 $ 2,852 $ 1,509 $ 353 $ 1,862 Rental income 343 - 343 254 - 254 Topic 842 Revenue $ 343 $ - $ 343 $ 254 $ - $ 254 Total Revenue $ 3,174 $ 21 $ 3,195 $ 1,763 $ 353 $ 2,116 |
Contract Liabilities | The following table summarizes the changes in contract liabilities during the months ended March (in s): Three Months ended March 31, 2022 Three Months ended March 31, 2021 Beginning balance $ 341 $ 69 New service agreement additions 28 1 Deposit on future equipment purchases - 125 Revenue recognized (8 ) (8 ) Total contract liabilities 361 187 Less current portion (58 ) (32 ) Non-current contract liabilities $ 303 $ 155 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Limited Suppliers (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Concentration of Credit Risk and Limited Suppliers [Abstract] | |
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 and sales from major customers of the Company for the periods indicated were as follows: March 31, 2022 December 31, 2021 Accounts Receivable: Customer A 15 % 16 % Customer B n/a 24 % March 31, 2022 March 31, Revenue: Customer A 11 % n/a 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 of purchases from major vendors of the Company that exceeded of total purchases for the months ended March and were as follows: Three Months Ended March 31, 2022 March 31, 2021 Purchases: Vendor A 19 % 55 % Vendor B n/a 13 % |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable [Abstract] | |
Outstanding Notes Payable | The following tables summarize outstanding notes payable as of March and December (dollars in s): A s of 03 / / (dollars in s) Maturity Date Interest Rate Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Senior secured promissory note payable, in default In default 20.50 % n/a $ 18,000 (6,106 ) - $ 11,894 Convertible promissory notes payable, in default: Total convertible promisory notes payable, in default In default 15.40 % $ 0.1058 6,445 (488 ) 4,575 10,532 Convertible promissory notes payable, related parties, in default: Total convertible promisory notes payable, related parties, in default In default 14.0 % $ 0.10 1,596 - - 1,596 SBA loan # February 20, 2026 1.00 % n/a 1,033 - - 1,033 Advances on future cash receipts June 13, 2022 n/a n/a 925 (509 ) - 416 Total debt outstanding, including amounts in default 27,999 (7,103 ) 4,575 25,471 Less: current maturities, including notes in default (27,192 ) 7,103 (4,575 ) (24,664 ) Total long-term debt as of March $ 807 $ - $ - $ 807 As of 12 / / (dollars in s) Maturity Date Interest Rate Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Senior secured promissory note payable, in default In default 20.25 % n/a $ 15,000 (3,414 ) - $ 11,586 Convertible promissory notes payable, in default: Total convertible promisory notes payable, in default In default 15.40 % $ 0.1071 6,445 (1,099 ) 6,255 11,601 Convertible promissory notes payable, related parties, in default: Total convertible promisory notes payable, related parties, in default In default 14.0 % $ 0.10 1,596 - - 1,596 SBA loan # February 20, 2026 1.00 % n/a 1,033 - - 1,033 Advances on future cash receipts March 11, 2022 n/a n/a 1,500 (1,054 ) - 446 Total debt outstanding, including amounts in default 25,574 (5,567 ) 6,255 26,262 Less: current maturities, including notes in default (24,699 ) 5,567 (6,255 ) (25,387 ) Total long-term debt as of December $ 875 $ - $ - $ 875 |
Fair Value of Conversion Option liability | The fair value of Conversion Option liability was determined by using a binomial pricing model: At / / At / / Conversion Price (1) $ 0.11 $ 0.11 Interest Rate (annual) (2) 0.15 % 0.18 % Volatility (annual) (3) 185.75 % 289.65 % Time to Maturity (Years) 0.26 0.50 (1) Based on the terms provided in the warrant agreement to purchase common stock of the Company as of March and December (2) (3) |
Common Stock Purchase Warrants
Common Stock Purchase Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Purchase Warrants [Abstract] | |
Warrant Activity | A summary of the warrant activity as of March is as follows (dollars in s): Warrants Weighted Average Exercise Price per share Weighted Average Remaining Contractual Life (years) Outstanding at December 204,882,664 $ 0.20 2.54 Exercised (15,909,091 ) 0.01 Issued 16,152,079 0.18 Outstanding at March 205,125,652 $ 0.18 2.67 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2022 and 2021 (in thousands): Fair value measured at March 31, 2022 Fair value at March 31, 2022 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 8,300 $ - $ - $ 8,300 Embedded conversion option 4,575 - - 4,575 Total fair value 12,875 - - 12,875 Fair value measured at December 31, 2021 Fair value at December 31, 2021 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 9,614 - - 9,614 Embedded conversion option 6,255 - - 6,255 Total fair value 15,869 - - 15,869 |
Warrants Outstanding and Fair Values | The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g. changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (dollars in thousands): Warrant Liability Conversion Feature Total Balance at December 31, 2021 $ 9,614 $ 6,255 $ 15,869 Cashless exercise (2,167 ) - (2,167 ) Warrants issued 2,654 - 2,654 Change in fair value (1,801 ) (1,680 ) (3,481 ) Balance at March 31 2022 $ 8,300 $ 4,575 $ 12,875 A summary of the warrant liability activity for the three months ended March 31, 2022 is as follows: Warrants Outstanding Fair Value per Share Fair Value Balance at December 31, 2021 62,617,188 $ 0.15 $ 9,614,134 Warrants classified as liabilities (15,000,000 ) 0.14 (2,167,022 ) Warrants issued 16,152,079 0.18 2,654,178 Gain on remeasurement of warrant liability - (1,801,225 ) Balance at March 31 2022 63,769,267 $ 0.13 $ 8,300,065 |
Fair Value of Warrant Liabilities Using Black-Scholes Model | Significant Black Scholes valuation model inputs related to the Company’s different Warrants are listed below. March 31, 2022 December 31, 2021 New Issuances at Issue Date Weighted average remaining life in years 5.65 4.67 8.63 Weighted average volatility 131 % 116 % 143 % Weighted average risk free interest rate 2.2 % 1.2 % 2.0 % Expected dividend yield 0.00 % 0.00 % 0.00 % |
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 |
Loss per Share, Weighted Averag
Loss per Share, Weighted Average Shares Outstanding (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 525,414 | 518,491 |
Warrant exercise price (in dollars per share) | $ 0.01 | |
Common Shares [Member] | ||
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 498,723 | 481,620 |
Common Shares Issuable Assuming Exercise of Nominally Priced Warrants [Member] | ||
Weighted Average Shares Outstanding [Abstract] | ||
Weighted average shares outstanding (in shares) | 26,691 | 36,871 |
Loss per Share, Anti Dilutive E
Loss per Share, Anti Dilutive Equity Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 309,366 | 234,459 |
Common Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 31,759 | 31,864 |
Common Stock Purchase Warrants [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 183,435 | 142,266 |
Convertible Notes Payable [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Anti-dilutive equity securities (in shares) | 94,172 | 60,329 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrued Expense [Abstract] | ||
Registration penalties | $ 2,083 | $ 1,950 |
License fees | 893 | 893 |
Board of director's fees | 537 | 507 |
Related party | 250 | 0 |
Other | 1,153 | 1,044 |
Total accrued expenses | 4,916 | $ 4,394 |
Warranty reserve accrual | $ 0 |
Revenue, Disaggregation of Reve
Revenue, Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 2,852 | $ 1,862 |
Rental income | 343 | 254 |
Total Revenues | 3,195 | 2,116 |
Accessories and Parts [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 2,128 | 1,571 |
Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 707 | 253 |
Total Revenues | 645 | 253 |
License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 17 | 38 |
United States [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 2,831 | 1,509 |
Rental income | 343 | 254 |
Total Revenues | 3,174 | 1,763 |
United States [Member] | Accessories and Parts [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 2,132 | 1,435 |
United States [Member] | Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 691 | 41 |
United States [Member] | License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 8 | 33 |
International [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 21 | 353 |
Rental income | 0 | 0 |
Total Revenues | 21 | 353 |
International [Member] | Accessories and Parts [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | (4) | 136 |
International [Member] | Product [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 16 | 212 |
International [Member] | License Fees and Other [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 9 | $ 5 |
Revenue, Contract Liabilities (
Revenue, Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract liabilities [Abstract] | ||||
Total contract liabilities | $ 361 | $ 187 | $ 341 | $ 69 |
Less: current portion | (58) | (32) | (48) | |
Non-current contract liabilities | 303 | 155 | 293 | |
Revenue related to contract liabilities | (8) | (8) | ||
Service Agreements [Member] | ||||
Contract liabilities [Abstract] | ||||
Total contract liabilities | 361 | 137 | ||
Deposit on Future Equipment Purchases [Member] | ||||
Contract liabilities [Abstract] | ||||
Total contract liabilities | 0 | 125 | $ 204 | |
New Service Agreement Additions [Member] | ||||
Contract liabilities [Abstract] | ||||
Total contract liabilities | $ 28 | $ 1 |
Concentration of Credit Risk _3
Concentration of Credit Risk and Limited Suppliers (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||
Concentration risk, percentage | 15.00% | 16.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||
Concentration risk, percentage | 24.00% | ||
Revenue [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||
Concentration risk, percentage | 11.00% | ||
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | |||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||
Concentration risk, percentage | 19.00% | 55.00% | |
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] | |||
Concentration of Credit Risk and Limited Suppliers [Abstract] | |||
Concentration risk, percentage | 13.00% |
Notes Payable, Outstanding Note
Notes Payable, Outstanding Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Senior Secured Promissory Notes Payable [Abstract] | ||
Long-term debt gross | $ 27,999 | $ 25,574 |
Long-term debt gross, current | (27,192) | (24,699) |
Long-term debt gross, noncurrent | 807 | 875 |
Remaining debt discount | (7,103) | (5,567) |
Senior secured promissory note payable, in default | 11,894 | 11,586 |
Remaining debt discount, current | 7,103 | 5,567 |
Remaining debt discount, noncurrent | 0 | 0 |
Remaining embedded conversion option | 4,575 | 6,255 |
Remaining embedded conversion option, current | (4,575) | (6,255) |
Remaining embedded conversion option, noncurrent | 0 | 0 |
Convertible promissory note payable, in default | 10,532 | 11,601 |
Advances on future cash receipts | 416 | 446 |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Long-term debt net | 25,471 | 26,262 |
Long-term debt net, current | (24,664) | (25,387) |
Long-term debt net, noncurrent | $ 807 | $ 875 |
Convertible Notes Payable [Member] | ||
Senior Secured Promissory Notes Payable [Abstract] | ||
Maturity date | In default | |
Interest rate | 14.00% | 14.00% |
Conversion price (in dollars per share) | $ 0.10 | $ 0.10 |
Principal amount | $ 1,596 | $ 1,596 |
Remaining debt discount | 0 | 0 |
Remaining embedded conversion option | 0 | 0 |
Convertible promissory notes payable, related parties, in default | $ 1,596 | $ 1,596 |
SBA Loan #2 [Member] | ||
Senior Secured Promissory Notes Payable [Abstract] | ||
Maturity date | Feb. 20, 2026 | |
Interest rate | 1.00% | 1.00% |
Principal amount | $ 1,033 | $ 1,033 |
Remaining debt discount | 0 | 0 |
Remaining embedded conversion option | 0 | 0 |
SBA loans | $ 1,033 | $ 1,033 |
Advances on Future Cash Receipts [Member] | ||
Senior Secured Promissory Notes Payable [Abstract] | ||
Maturity date | Jun. 13, 2022 | Mar. 11, 2022 |
Principal amount | $ 925 | $ 1,500 |
Remaining debt discount | (509) | (1,054) |
Remaining embedded conversion option | 0 | 0 |
Advances on future cash receipts | $ 416 | $ 446 |
Senior Secured Note [Member] | ||
Senior Secured Promissory Notes Payable [Abstract] | ||
Maturity date | In default | |
Interest rate | 20.50% | 20.25% |
Principal amount | $ 18,000 | $ 15,000 |
Remaining debt discount | (6,106) | (3,414) |
Senior secured promissory note payable, in default | 11,894 | 11,586 |
Remaining embedded conversion option | $ 0 | $ 0 |
Convertible Debt [Member] | ||
Senior Secured Promissory Notes Payable [Abstract] | ||
Maturity date | In default | |
Interest rate | 15.40% | 15.40% |
Conversion price (in dollars per share) | $ 0.1058 | $ 0.1071 |
Principal amount | $ 6,445 | $ 6,445 |
Remaining debt discount | (488) | (1,099) |
Remaining embedded conversion option | 4,575 | 6,255 |
Convertible promissory note payable, in default | $ 10,532 | $ 11,601 |
Notes Payable, Senior Secured P
Notes Payable, Senior Secured Promissory Note Payable, in Default (Details) - Senior Secured Note [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Feb. 25, 2022 | Dec. 31, 2021 | |
Senior Secured Promissory Notes Payable [Abstract] | |||
Principal amount | $ 18,000 | $ 15,000 | |
Interest rate | 20.50% | 20.25% | |
NH Expansion Credit Fund Holdings LP [Member] | |||
Senior Secured Promissory Notes Payable [Abstract] | |||
Principal amount | $ 3,000 | ||
Interest rate | 20.50% | ||
Maturity date | Sep. 30, 2025 | ||
Loss on issuance | $ 3,400 |
Notes Payable, Embedded Convers
Notes Payable, Embedded Conversion Option Liability (Details) - Binomial Pricing Model [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares | ||
Measurement Input, Conversion Price [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Conversion Price (in dollars per share) | [1] | $ 0.11 | $ 0.11 |
Measurement Input, Interest Rate (annual) [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Measurement input | [2] | 0.0015 | 0.0018 |
Measurement Input, Volatility (annual) [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Measurement input | [3] | 1.8575 | 2.8965 |
Measurement Input, Time to Maturity (Years) [Member] | |||
Embedded Conversion Option Liability [Abstract] | |||
Time to Maturity (Years) | 3 months 3 days | 6 months | |
[1] | Based on the terms provided in the warrant agreement to purchase common stock of the Company as of March 31, 2022 and December 31, 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. |
Common Stock Purchase Warrant_2
Common Stock Purchase Warrants (Details) - $ / shares | Feb. 28, 2022 | Jan. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Warrants [Abstract] | ||||
Outstanding, beginning (in shares) | 204,882,664 | |||
Exercised (in shares) | (15,909,091) | |||
Issued (in shares) | 16,152,079 | |||
Outstanding, ending (in shares) | 205,125,652 | 204,882,664 | ||
Weighted Average Exercise Price per share [Abstract] | ||||
Outstanding, beginning (in dollars per share) | $ 0.20 | |||
Exercised (in dollars per share) | 0.01 | |||
Issued (in dollars per share) | 0.18 | |||
Outstanding, ending (in dollars per share) | $ 0.18 | $ 0.20 | ||
Weighted Average Remaining Contractual Life (Years) [Abstract] | ||||
Weighted Average Remaining Contractual Life (years) | 2 years 8 months 1 day | 2 years 6 months 14 days | ||
Issued (in shares) | 16,152,079 | |||
NH Expansion Fund [Member] | ||||
Weighted Average Exercise Price per share [Abstract] | ||||
Outstanding, ending (in dollars per share) | $ 0.18 | |||
Weighted Average Remaining Contractual Life (Years) [Abstract] | ||||
Issued (in shares) | 16,100,000 | |||
Warrants term Period | 8 years 7 months 6 days | |||
LGH Warrants [Member] | ||||
Warrants [Abstract] | ||||
Exercised (in shares) | (15,000,000) | |||
Outstanding, ending (in shares) | 8,600,000 | |||
Weighted Average Remaining Contractual Life (Years) [Abstract] | ||||
Issued (in shares) | 14,000,000 |
Fair Value Measurements, Liabil
Fair Value Measurements, Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net [Abstract] | |||
Transfer from level 1 to level 2 | $ 0 | $ 0 | |
Transfer to level 1 from level 2 | 0 | 0 | |
Transfer to level 3 | 0 | 0 | |
Transfer from level 3 | 0 | $ 0 | |
Recurring [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 12,875 | $ 15,869 | |
Recurring [Member] | Warrant Liability [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 8,300 | 9,614 | |
Recurring [Member] | Embedded Conversion Option [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 4,575 | 6,255 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 0 | 0 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Warrant Liability [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 0 | 0 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Embedded Conversion Option [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 0 | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 0 | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Warrant Liability [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 0 | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Embedded Conversion Option [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 0 | 0 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 12,875 | 15,869 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | 8,300 | 9,614 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Embedded Conversion Option [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Liabilities at fair value | $ 4,575 | $ 6,255 |
Fair Value Measurements, Warran
Fair Value Measurements, Warrants Fair Value, Outstanding and Valuation Model (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)$ / sharesshares | Feb. 28, 2022 | Dec. 31, 2021USD ($)$ / sharesshares | |
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ 8,300,065 | $ 9,614,134 | |
Warrants issued | 2,654,178 | ||
Gain on remeasurement of warrant liability | $ (1,801,225) | ||
Warrant Outstanding and Fair Value [Abstract] | |||
Warrants outstanding (in shares) | shares | 63,769,267 | 62,617,188 | |
Warrants issued (in shares) | shares | 16,152,079 | ||
Warrants issued (in dollars per share) | $ / shares | $ 0.18 | ||
Gain on remeasurement of warrant liability (in shares) | shares | 0 | ||
Fair value per share (in dollars per share) | $ / shares | $ 0.13 | $ 0.15 | |
Measurement Input, Weighted Average Expected Life in Years [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Weighted average expected life in years (Years) | 5 years 7 months 24 days | 8 years 7 months 17 days | 4 years 8 months 1 day |
Measurement Input, Weighted Average Volatility (annual) [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 1.31 | 1.43 | 1.16 |
Measurement Input, Weighted Average Risk Free Interest Rate [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0.022 | 0.020 | 0.012 |
Measurement Input, Expected Dividend Yield [Member] | |||
Black Scholes Option Pricing Model [Abstract] | |||
Warrants measurement input | 0 | 0 | 0 |
Warrant Classified [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ (2,167,022) | ||
Warrant Outstanding and Fair Value [Abstract] | |||
Warrants outstanding (in shares) | shares | (15,000,000) | ||
Fair value per share (in dollars per share) | $ / shares | $ 0.14 | ||
Level 3 [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | $ 12,875 | $ 15,869 | |
Warrants issued | 2,654 | ||
Cashless exercise | (2,167) | ||
Gain on remeasurement of warrant liability | (3,481) | ||
Level 3 [Member] | Warrant Liability [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | 8,300 | 9,614 | |
Warrants issued | 2,654 | ||
Cashless exercise | (2,167) | ||
Gain on remeasurement of warrant liability | (1,801) | ||
Level 3 [Member] | Conversion Feature [Member] | |||
Fair Value, Warrant Liability [Abstract] | |||
Warrant Liability, Fair Value | 4,575 | $ 6,255 | |
Warrants issued | 0 | ||
Cashless exercise | 0 | ||
Gain on remeasurement of warrant liability | $ (1,680) |
Related Party Transactions (Det
Related Party Transactions (Details) - A. Michael Stolarski [Member] - April 2022 Advances from Directors [Member] $ in Thousands | Mar. 31, 2022USD ($)Systems |
Related Party Transaction Disclosures [Abstract] | |
Advances from related parties | $ 250 |
UltraMIST Devices [Member] | |
Related Party Transaction Disclosures [Abstract] | |
Number of systems used as collateral | Systems | 18 |
Repurchase of collateral amount | $ 256 |
Subsequent Events, May 2022 Adv
Subsequent Events, May 2022 Advances on Future Receipts Financing (Details) $ / shares in Units, $ in Thousands | May 19, 2022USD ($)wk$ / sharesshares | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Subsequent Event [Abstract] | |||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 | $ 0.20 | |
Subsequent Event [Member] | May 2022 Advances on Future Receipts Financing [Member] | |||
Subsequent Event [Abstract] | |||
Balance paid | $ 400 | ||
Cash proceeds | 545 | ||
Sale of future receipts | $ 1,000 | ||
Non-recourse agreement term | wk | 24 | ||
Minimum amount of receipts, payment | $ 59 | ||
Receipts of remaining term | wk | 24 | ||
Warrants to purchase common stock (in shares) | shares | 5,555,556 | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.18 | ||
Warrants expire term | 4 years |