SANUWAVE Health (SNWV) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 07, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
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	11495 Valley View Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	952
Local Phone Number	656-1029
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,145,974,342

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalent	$ 2,936	$ 1,797
Accounts receivable, net of allowance of $1,237, respectively	3,008	3,314
Inventory	2,461	2,951
Prepaid expenses and other current assets	2,426	1,722
Total Current Assets	10,831	9,784
Property, equipment and other, net	975	938
Intangible assets, net	4,258	4,434
Goodwill	7,260	7,260
Total Non-current Assets	12,493	12,632
Total Assets	23,324	22,416
Current Liabilities:
Senior secured debt, in default	18,910	18,278
Accounts payable	5,062	5,705
Accrued expenses	6,849	5,999
Factoring liabilities	1,561	1,490
Warrant liability	19,818	14,447
Current portion of contract liabilities	107	92
Other	969	947
Total Current Liabilities	70,184	64,755
Non-current Liabilities:
Lease liabilities	395	492
Contract liabilities	340	347
Total Non-current Liabilities	735	839
Total Liabilities	70,919	65,594
Commitments and Contingencies (Footnote 13)
STOCKHOLDERS' DEFICIT
Preferred Stock, par value $0.001, 5,000,000 shares authorized; 6,175 shares Series A, 293 shares Series B, 90 shares Series C and 8 shares Series D no shares issued and outstanding at March 31, 2024 and December 31, 2022	0	0
Common stock, par value $0.001, 2,500,000,000 shares authorized; 1,140,559,527 issued and outstanding at March 31, 2024 and December 31, 2023, respectively	1,140	1,140
Additional paid-in capital	175,842	175,842
Accumulated deficit	(224,577)	(220,049)
Accumulated other comprehensive loss	0	(111)
Total Stockholders' Deficit	(47,595)	(43,178)
Total Liabilities and Stockholders' Deficit	23,324	22,416
Nonrelated Party [Member]
Current Liabilities:
Convertible promissory notes payable	7,477	5,404
Asset-backed secured promissory notes	0	3,117
Accrued interest	6,118	5,444
Related Party [Member]
Current Liabilities:
Convertible promissory notes payable	2,527	1,705
Asset-backed secured promissory notes	0	1,458
Accrued interest	$ 786	$ 669

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Accounts receivable, allowance for doubtful accounts	$ 1,237	$ 1,237
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)	2,500,000,000	2,500,000,000
Common stock, shares issued (in shares)	1,140,559,527	1,140,559,527
Common stock, shares outstanding (in shares)	1,140,559,527	1,140,559,527
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, 2024	Mar. 31, 2023
Revenue	$ 5,786	$ 3,775
Cost of Revenues	1,584	1,262
Gross Margin	4,202	2,513
Operating Expenses:
General and administrative	3,675	2,759
Selling and marketing	1,232	1,412
Research and development	163	131
Depreciation and amortization	182	189
Total Operating Expenses	5,252	4,491
Operating Loss	(1,050)	(1,978)
Other (Expense)/Income:
Loss on extinguishment of debt	(105)	0
Change in fair value of derivative liabilities	(2,501)	(6,797)
Other expense	(102)	(27)
Other income	2,790	0
Total Other Expense	(3,478)	(11,102)
Net Loss	(4,528)	(13,080)
Other Comprehensive Loss
Foreign currency translation adjustments	111	(4)
Total Comprehensive Loss	$ (4,417)	$ (13,084)
Loss per Share:
Net loss per share, basic (in dollars per share)	$ 0	$ (0.02)
Net loss per share, diluted (in dollars per share)	$ 0	$ (0.02)
Weighted average shares outstanding
Weighted average shares outstanding, basic (in shares)	1,162,250,687	575,028,811
Weighted average shares outstanding, diluted (in shares)	1,162,250,687	575,028,811
Nonrelated Party [Member]
Other (Expense)/Income:
Interest expense	$ (3,237)	$ (3,512)
Related Party [Member]
Other (Expense)/Income:
Interest expense	(323)	(766)
Loss on extinguishment of debt	$ (105)	$ 0

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Beginning balance at Dec. 31, 2022	$ 549	$ 152,750	$ (194,242)	$ (67)	$ (41,010)
Beginning balance (in shares) at Dec. 31, 2022	548,737,651
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of debt and warrants	$ 7	296	0	0	303
Shares issued for settlement of debt and warrants (in shares)	6,900,000
Foreign currency translation adjustment	$ 0	0	0	(4)	(4)
Net loss	0	0	(13,080)	0	(13,080)
Ending balance at Mar. 31, 2023	$ 556	153,046	(207,322)	(71)	(53,791)
Ending balance (in shares) at Mar. 31, 2023	555,637,651
Beginning balance at Dec. 31, 2023	$ 1,140	175,842	(220,049)	(111)	(43,178)
Beginning balance (in shares) at Dec. 31, 2023	1,140,559,527
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	$ 0	0	0	111	111
Net loss	0	0	(4,528)	0	(4,528)
Ending balance at Mar. 31, 2024	$ 1,140	$ 175,842	$ (224,577)	$ 0	$ (47,595)
Ending balance (in shares) at Mar. 31, 2024	1,140,559,527

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows - Operating Activities:
Net loss	$ (4,528)	$ (13,080)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization	218	259
Bad debt expense	147	156
Loss on extinguishment of debt	105	0
Change in fair value of derivative liabilities	2,501	6,797
Amortization of debt issuance costs and original issue discount	1,553	1,931
Accrued interest	955	1,365
Changes in operating assets and liabilities
Accounts receivable	152	906
Inventory	490	(203)
Prepaid expenses and other assets	192	195
Accounts payable	(643)	864
Accrued expenses	(20)	450
Contract liabilities	(22)	(11)
Net Cash Provided by/(Used) in Operating Activities	1,100	(371)
Cash Flows - Investing Activities
Purchase of property and equipment	(114)	(18)
Net Cash Flows Used in Investing Activities	(114)	(18)
Cash Flows - Financing Activities
Proceeds/(Payments) from factoring, net	71	(610)
Payments of principal on finance leases	(29)	(44)
Net Cash Flows Provided by/ (Used in) Financing Activities	42	(654)
Effect of Exchange Rates on Cash	111	(4)
Net Change in Cash During Period	1,139	(1,047)
Cash at Beginning of Period	1,797	1,153
Cash at End of Period	2,936	106
Supplemental Information:
Cash paid for interest	971	908
Non-cash Investing and Financing Activities:
Warrants issued in conjunction with convertible promissory notes	2,784	0
Conversion of asset-backed secured promissory notes to convertible promissory notes	4,584	0
Common shares issued for advisory shares	$ 0	$ 302

Nature of the Business and Basi

Nature of the Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2024
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 commercialization of its patented noninvasive and biological response activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures. Basis of Presentation – The financial information as of March 31, 2024, and for the three months ended March 31, 2024, and 2023 is unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2024. The condensed consolidated balance sheet on December 31, 2023, has been derived from the audited consolidated financial statements at that date but does not include all 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, 2023, Annual Report on Form 10-K filed with the SEC on March 21, 2024 (the “2023 Annual Report”).

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2024
Going Concern [Abstract]
Going Concern	2. Going Concern Our recurring losses from operations, the events of default on the Company’s notes payable, 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 for a period of at least twelve months from the filing of this Form 10-Q. We will be required to raise additional fund to finance our operations and remain a going concern; we may not be able to do so, and/or the terms of any financing 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 UltraMIST and PACE systems which will require additional capital resources to remain a going concern Management’s plans are to obtain additional capital in 2024 , 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. The Company’s 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 the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
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 of the consolidated financial statements in our 2023 Annual Report. Estimates Significant estimates include the recording of allowances for credit losses, the net realizable value of inventory, fair value of goodwill and other intangible assets, the determination of the valuation allowances for deferred taxes, litigation contingencies, and the estimated fair value of financial instruments, including warrants and embedded conversion options. Revenue Recognition - The core p rinciple of Accounting Standards Codification (“ASC”) requires that an entity recognize revenu System Sales, Consumables and Part Sales - System sales, consumables and part sales include devices and applicators (new and refurbished). Performance obligations are satisfied at the point in time when the customer obtains control of the goods, which is generally at the point in time that the product is shipped. Other Revenue - Other revenue primarily includes warranties, repairs, and billed freight. The Company allocates the device sales price to the product and the embedde Deferred Offering Costs - Deferred stock offering costs represent amounts paid for legal, consulting, and other offering expenses directly attributable to the offering of securities in conjunction with the recapitalization under the Merger Agreement, as defined in Note 4 and further described in Note 4 and are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all the costs would be expensed. As of March 31, 2024, $1.6 million in Merger costs were deferred until the closing of the Merger. Recent Accounting Pronouncements - In December 2023, the Financial Accounting Standards Board issued ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Update No. 2023-09 aims to enhance the transparency and decision usefulness of income tax disclosures. Update No. 2023-09 modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). Update 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. Update No. 2023-09 is effective for fiscal years beginning after December 15, 2024. We expect to adopt Update No. 2023-09 prospectively. We are currently evaluating the potential impact of adopting this new guidance on our condensed consolidated financial statements and related disclosures.

Merger Agreement

Merger Agreement	3 Months Ended
	Mar. 31, 2024
Merger Agreement [Abstract]
Merger Agreement	4. Merger Agreement On August 23, 2023, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement SEPA Merger Sub Merger Effective Time • Merger Sub will merge with and into the Company, with the Company being the surviving company following the Merger. • Each issued and outstanding share of the Company’s common stock, will automatically be converted into Class A common stock of SEPA, par value $0.0001 per share (the “Class A Common Stock”), at the Conversion Ratio (as defined in the Merger Agreement); and • Outstanding convertible securities of the Company will be assumed by SEPA and will be converted into the right to receive Class A Common Stock of SEPA. If the Merger Agreement is consummated SEPA will acquire 100% of the Company’s issued and outstanding equity securities. The proposed merger will be accounted for as a “reverse recapitalization” in accordance with US GAAP. Under the reverse recapitalization model, the transaction will be treated as the Company issuing equity for the net assets of SEPA, with no goodwill or intangible assets recorded. Under this method of accounting, SEPA will be treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that following the merger, the Company’s stockholders are expected to have a majority voting power of the combined company, approximately 69 – 70%, the Company will comprise all of the ongoing operations of the combined company, Company representatives will comprise a majority of the governing body of the combined company, and the Company’s senior management will comprise all of the senior management of the combined company. As a result of the merger, SEPA will be renamed Sanuwave Health, Inc. Merger Consideration - ’s “ ”) ’s Out-of-the-money options and out-of-the-money warrants will be assumed by SEPA and converted into options or warrants, respectively, exercisable for shares of Class A Common Stock based on the Conversion Ratio; however, such out-of-the-money options and warrants shall not be reserved for issuance from the Merger Consideration. Conditions to Closing - the filing of the Charter Amendments (as defined in the Merger Agreement); Closing Date In addition, unless waived by the Company, the obligations of the Company to consummate the business combination are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by SEPA of customary certificates and other Closing deliverables: (ii) SEPA having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the Closing Date; (iii) SEPA having delivered a fairness opinion of the Purchaser Financial Advisor (as defined in the Merger Agreement), in form and substance reasonably satisfactory to the Company; (iv) SEPA having, at the Closing, at least $12,000,000 in cash and cash equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions) and the proceeds of any PIPE Investment; and other customary conditions to Closing as defined in the Merger Agreement. In February 2024, the Company amended the Merger Agreement to extend the date after which the Company or SEPA, in its discretion, can elect to terminate the Merger Agreement if any of the conditions to closing of the other party have not been met or waived, from February 28, 2024, to April 30, 2024 (the “Outside Date”). In April 2024, the Company amended the Merger Agreement to further extend the Outside Date to May 31, 2024.

Loss per Share

Loss per Share	3 Months Ended
	Mar. 31, 2024
Loss per Share [Abstract]
Loss per Share	5. Loss per Share Diluted 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, 2024, and 2023. The weighted average number of shares outstanding includes outstanding common stock and shares issuable for nominal consideration. Accordingly, warrants issued with a $0.01 per share exercise price, are included in weighted average shares outstanding as follows : Three Months Ended (in Thousands) March 31, 2024 March 31, 2023 Weighted average shares outstanding Common shares 1,140,560 553,338 Common shares issuable assuming exercise of nominally priced warrants 21,691 21,691 Weighted average shares outstanding 1,162,251 575,029 Diluted net loss per share is 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 each the three months ended March 31, 2024, and March 31, 2023, all potentially dilutive shares in such periods were anti-dilutive and therefore excluded from the computation of diluted net loss per share. Three Months Ended (in thousands) March 31, 2024 March 31, 2023 Common stock options 16,287 19,286 Common stock purchase warrants 1,427,764 1,186,522 Convertible notes payable, including interest 284,123 624,577 1,728,174 1,830,385

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2024
Accrued Expenses [Abstract]
Accrued Expenses	6. Accrued Expenses Accrued expenses consist of the following: (in Thousands) March 31, 2024 December 31, 2023 Registration penalties $ 1,583 $ 1,583 License fees 892 892 Board of directors fees 1,072 942 Employee compensation 2,449 2,298 Other 853 284 $ 6,849 $ 5,999

Senior Secured Debt, In Default

Senior Secured Debt, In Default	3 Months Ended
	Mar. 31, 2024
Senior Secured Debt, In Default [Abstract]
Senior Secured Debt, In Default	7. Senior Secured Debt, In Default The following table summarizes outstanding senior secured debt, in default: March 31, 2024 December 31, 2023 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 21,726 $ (2,816 ) $ 18,910 $ 3,479 $ 21,562 $ (3,284 ) $ 18,278 $ 3,206 Senior secured promissory note payable, in default (“Senior Secured Note”) – In August 2020, the Company entered into a Note and Warrant Purchase and Security Agreement (the “NWPSA”). In accordance with the NWPSA, the Company issued a $15 million Senior Secured Promissory Note Payable (the “Senior Secured Note”) and a warrant exercisable for shares of the Company’s common stock in exchange for cash to support operations, repay outstanding debt and close on the acquisition of the UltraMIST assets from Celularity Inc. (Celularity) among other transactions. In February 2022, the Company entered into a Second Amendment to Note and Warrant Purchase and Security Agreement (the “Second NWPSA”) for $3.0 million, for a total of $18.0 million outstanding. Along with the issuance of the note, the Company also issued warrants to purchase 16.2 million shares of common stock with an exercise price of $0.18 and 20.6 million shares of common stock. Interest is charged at the greater of the prime rate or 3% plus 9%. The principal increases at a rate of 3% of the outstanding principal balance (PIK interest) on each quarterly interest payment date. The original maturity date of the Senior Secured Note is September 20, 2025, and it can be prepaid. In March 2024, the Company entered into a Consent, Limited Waiver and Fifth Amendment to Note and Warrant Purchase Agreement (the “Fifth Amendment”). The Fifth Amendment provides (i) consent to enter into a License and Option Agreement and consummation of a License and Option Transaction a waiver of any event of default that may occur under the NWPSA, because of the License and Option Agreement or License and Option Transaction and (iii) amended the NWPSA to release certain patents from the collateral. The Fifth Amendment also provides for a forbearance of exercising remedies in connection with certain existing events of default under the NWPSA until the earlier of (x) the occurrence of another event of default under the NWPSA and (y) April 30, 2024. During the forbearance period, the outstanding obligations under the NWPSA continue to accrue interest at the default rate. As of March 31, 2024, the Company is in default on the minimum liquidity provisions in the Senior Secured Note and, as a result, it is classified in current liabilities in the accompanying condensed consolidated balance sheets. The Company is accruing interest at the default interest rate of an incremental 5%. 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, included in interest expense, for the three months ended March 31, 2024, and 2023, totaled $0.5 million and $0.4 million, respectively. Interest expense on the Senior Secured Note totaled $1.9 million and $1.6 million for the three months ended March 31, 2024, and 2023, respectively.

Convertible Promissory Notes Pa

Convertible Promissory Notes Payable	3 Months Ended
	Mar. 31, 2024
Convertible Promissory Notes Payable [Abstract]
Convertible Promissory Notes Payable	8. Convertible Promissory Notes Payable The following two tables summarize outstanding notes payable as of March 31, 2024, and December 31, 2023: As of March 31, 2024 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Carrying Value Acquisition convertible promissory note, in default $ 0.10 4,000 - 4,000 Historical convertible promissory notes payable, related parties, in default $ 0.10 1,373 - 1,373 Convertible notes payable $ 0.04 5,761 (2,284 ) 3,477 Convertible notes payable, related parties $ 0.04 1,912 (758 ) 1,154 Total Convertible Promissory Notes Payable $ 13,046 $ (3,042 ) $ 10,004 As of December 31, 2023 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Acquisition convertible promissory note, in default $ 0.10 4,000 - - 4,000 Historical convertible promissory note, related party, in default $ 0.10 1,373 - - 1,373 Convertible notes payable $ 0.04 2,639 (1,235 ) - 1,404 Convertible notes payable, related parties $ 0.04 450 (118 ) - 332 Total Convertible Promissory Notes Payable $ 8,462 $ (1,353 ) $ - $ 7,109 Convertible Notes Payable and Convertible Notes Payable, Related Parties – In August 2022, November 2022, May 2023, December 2023, and January 2024, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”), for the sale in a private placement of (i) Future Advance Convertible Promissory Notes (the “Notes”) in an aggregate principal amount of approximately $16.2 million in August approximately $1.2 million in May, $1.9 million in December 2023, and $4.6 million in January 2024 related to the conversion of the Asset-Backed Secured Promissory Notes (described in Note 9) $2.3 The Notes have a term of 12 months from the date of issue. Pursuant to the Notes, the Company promised to pay in cash and/or in shares of common stock, at a conversion price of $0.04 (the “Conversion Price”), the principal amount and interest at a rate of 15% per annum on any outstanding principal. The Conversion Price of the Notes is subject to adjustment, including if the Company issues or sells shares of common stock for a price per share less than the Conversion Price of the Notes or if the Company lists its shares of common stock on The Nasdaq Capital Market and the average volume weighted average price of such common stock for the five trading days

Asset-Backed Secured Promissory

Asset-Backed Secured Promissory Notes	3 Months Ended
	Mar. 31, 2024
Asset-Backed Secured Promissory Notes [Abstract]
Asset-Backed Secured Promissory Notes	9. Asset-Backed Secured Promissory Notes In July 2023, the Company issued Asset-Backed Secured Promissory Notes (the “ABS Promissory Notes”) in an aggregate principal amount of $4.6 million to certain accredited investors (the “Purchasers”) at an original issue discount of 33.33%. The ABS Promissory Notes bear an interest rate of 0% per annum and mature on January 21, 2024 (the “Maturity Date”). The Company received total proceeds of approximately $3.0 million. The Company entered into a Security Agreement providing for a continuing and unconditional security interest in any and all property of the Company. This security interest is subordinate to the Senior Secured Debt described in Note 7. Interest expense for the three March 31, 2024, totaled $0.1 million prior to conversion at the Maturity Date. On January 21, 2024, pursuant to the side letter, which the parties agreed that upon the Maturity Date, the Company will issue each Purchaser a Convertible Note Payable with the same principal amount as the principal amount of such Purchasers’ ABS Promissory Notes. Pursuance to this side letter the ABS Promissory Notes converted to convertible promissory notes, as described in Note 8. The Company recorded a net loss on extinguishment of debt totaling $0.1 million for the three months ended March 31, 2024.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Fair Value Measurements	10. Fair Value Measurements 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 liabilities. The following tables classify the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy: Fair value measured at March 31, 2024 Fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (in thousands) March 31, 2024 (Level 1) (Level 2) (Level 3) Warrant liability $ 19,818 $ - $ - $ 19,818 Fair value measured at December 31, 2023 Fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (in thousands) December 31, 2023 (Level 1) (Level 2) (Level 3) Warrant liability $ 14,447 $ - $ - $ 14,447 Embedded conversion option 93 - - 93 Total fair value $ 14,540 $ - $ - $ 14,540 There were no transfers among Levels 1, 2 or 3 during the three months ended March 31, 2024, and 2023. 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. Warrant Liability The Company’s liability classified warrants as of March 31, 2024 and the value of initial warrant liability from the conversion of the ABS Promissory Notes, were valued using a probability weighted expected value considering the Merger Agreement and the previous Black Scholes valuation model, with significant value stemming from the Merger Agreement. Significant inputs under the Merger Agreement valuation included the expected exchange ratio 0.003, the value of SEPA’s Class A Common Stock, the expected timing of the closing of the Merger (estimated by May 31, 2024), and the probability of the Merger closing (90% probability). A summary of the warrant liability activity for the three months ended March 31, 2024, is as follows: Warrants Fair Value Fair Value (in thousands, except per share data) Outstanding per Share (in thousands) Balance at December 31, 2023 1,221,308 $ 0.01 $ 14,447 Issuance 227,882 0.01 2,784 Loss on remeasurement of warrant liability - 2,587 Balance at March 31, 2024 1,449,190 $ 0.01 $ 19,818

Revenue

Revenue	3 Months Ended
	Mar. 31, 2024
Revenue [Abstract]
Revenue	11. Revenue The disaggregation of revenue is based on type and geographical region. The following table presents revenue from contracts with customers: Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 United States International Total United States International Total Consumables and parts revenue $ 4,241 $ 66 $ 4,307 $ 2,574 $ 32 $ 2,606 System revenue 1,301 71 1,372 833 36 869 License fees and other - 5 5 7 10 17 Product Revenue $ 5,542 $ 142 $ 5,684 $ 3,414 $ 78 $ 3,492 Rental Income 102 - 102 283 - 283 Total Revenue $ 5,644 $ 142 $ 5,786 $ 3,697 $ 78 $ 3,775

Concentration of Credit Risk an

Concentration of Credit Risk and Limited Suppliers	3 Months Ended
	Mar. 31, 2024
Concentration of Credit Risk and Limited Suppliers [Abstract]
Concentration of Credit Risk and Limited Suppliers	12. Concentration of Credit Risk and Limited Suppliers 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 the Company’s production. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the three months ended March 31, 2024, and 2023 were as follows: Three Months Ended March 31, 2024 March 31, 2023 Purchases: Vendor A - % 20 %

License and Option Agreement

License and Option Agreement	3 Months Ended
	Mar. 31, 2024
License and Option Agreement [Abstract]
License and Option Agreement	13 . License and Option Agreement In March 2024, the Company entered into an exclusive license and option agreement with a third-party licensee in connection with a portfolio of Sanuwave, Inc. patents related to the field of intravascular shockwave applications. The Company received a one-time payment of $2.5 million related to this patent license, which was recorded in other income during the three months ended March 31, 2024. Sanuwave, Inc. granted the Licensee an exclusive license to the Patents and an option to acquire the Patents for an additional one-time payment in the single-digit millions of dollars. If the Licensee does not exercise its option to acquire the Patents during a specified option period, the license terminates and all rights revert back to Sanuwave, Inc.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	14. 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 Company expenses legal fees in the period in which they are incurred. Termination Agreement – In February 2024, the Company entered into a termination agreement with an advisor to agree on termination fees owed with respect to a previous engagement agreement. The company agreed to a contingent payment of $670 thousand upon the closure of the Merger disclosed in note 4. Acquisition dispute 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 assets. The Company has responded and asserted that the Company is not in breach and that the supplier has breached various agreements. It is too early to determine the outcome of this matter. Any potential impact on the Company cannot be fully determined at this time and there is no guarantee that the dispute will be resolved in a manner beneficial to the Company.

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Estimates	Estimates Significant estimates include the recording of allowances for credit losses, the net realizable value of inventory, fair value of goodwill and other intangible assets, the determination of the valuation allowances for deferred taxes, litigation contingencies, and the estimated fair value of financial instruments, including warrants and embedded conversion options.
Revenue Recognition	Revenue Recognition - The core p rinciple of Accounting Standards Codification (“ASC”) requires that an entity recognize revenu System Sales, Consumables and Part Sales - System sales, consumables and part sales include devices and applicators (new and refurbished). Performance obligations are satisfied at the point in time when the customer obtains control of the goods, which is generally at the point in time that the product is shipped. Other Revenue - Other revenue primarily includes warranties, repairs, and billed freight. The Company allocates the device sales price to the product and the embedde
Deferred Offering Costs	Deferred Offering Costs - Deferred stock offering costs represent amounts paid for legal, consulting, and other offering expenses directly attributable to the offering of securities in conjunction with the recapitalization under the Merger Agreement, as defined in Note 4 and further described in Note 4 and are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all the costs would be expensed. As of March 31, 2024, $1.6 million in Merger costs were deferred until the closing of the Merger.
Recent Accounting Pronouncements	Recent Accounting Pronouncements - In December 2023, the Financial Accounting Standards Board issued ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Update No. 2023-09 aims to enhance the transparency and decision usefulness of income tax disclosures. Update No. 2023-09 modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). Update 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. Update No. 2023-09 is effective for fiscal years beginning after December 15, 2024. We expect to adopt Update No. 2023-09 prospectively. We are currently evaluating the potential impact of adopting this new guidance on our condensed consolidated financial statements and related disclosures.

Loss per Share (Tables)

Loss per Share (Tables)	3 Months Ended
	Mar. 31, 2024
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 (in Thousands) March 31, 2024 March 31, 2023 Weighted average shares outstanding Common shares 1,140,560 553,338 Common shares issuable assuming exercise of nominally priced warrants 21,691 21,691 Weighted average shares outstanding 1,162,251 575,029
Anti-dilutive Equity Securities	As a result of the net loss for each the three months ended March 31, 2024, and March 31, 2023, all potentially dilutive shares in such periods were anti-dilutive and therefore excluded from the computation of diluted net loss per share. Three Months Ended (in thousands) March 31, 2024 March 31, 2023 Common stock options 16,287 19,286 Common stock purchase warrants 1,427,764 1,186,522 Convertible notes payable, including interest 284,123 624,577 1,728,174 1,830,385

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2024
Accrued Expenses [Abstract]
Accrued Expenses	Accrued expenses consist of the following: (in Thousands) March 31, 2024 December 31, 2023 Registration penalties $ 1,583 $ 1,583 License fees 892 892 Board of directors fees 1,072 942 Employee compensation 2,449 2,298 Other 853 284 $ 6,849 $ 5,999

Senior Secured Debt, in Defau_2

Senior Secured Debt, in Default (Tables)	3 Months Ended
	Mar. 31, 2024
Senior Secured Debt, In Default [Abstract]
Outstanding Secured Debt	The following table summarizes outstanding senior secured debt, in default: March 31, 2024 December 31, 2023 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 21,726 $ (2,816 ) $ 18,910 $ 3,479 $ 21,562 $ (3,284 ) $ 18,278 $ 3,206

Convertible Promissory Notes _2

Convertible Promissory Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2024
Convertible Promissory Notes Payable [Abstract]
Outstanding Notes Payable	The following two tables summarize outstanding notes payable as of March 31, 2024, and December 31, 2023: As of March 31, 2024 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Carrying Value Acquisition convertible promissory note, in default $ 0.10 4,000 - 4,000 Historical convertible promissory notes payable, related parties, in default $ 0.10 1,373 - 1,373 Convertible notes payable $ 0.04 5,761 (2,284 ) 3,477 Convertible notes payable, related parties $ 0.04 1,912 (758 ) 1,154 Total Convertible Promissory Notes Payable $ 13,046 $ (3,042 ) $ 10,004 As of December 31, 2023 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Acquisition convertible promissory note, in default $ 0.10 4,000 - - 4,000 Historical convertible promissory note, related party, in default $ 0.10 1,373 - - 1,373 Convertible notes payable $ 0.04 2,639 (1,235 ) - 1,404 Convertible notes payable, related parties $ 0.04 450 (118 ) - 332 Total Convertible Promissory Notes Payable $ 8,462 $ (1,353 ) $ - $ 7,109

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements [Abstract]
Liabilities Measured at Fair Value on Recurring Basis	The following tables classify the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy: Fair value measured at March 31, 2024 Fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (in thousands) March 31, 2024 (Level 1) (Level 2) (Level 3) Warrant liability $ 19,818 $ - $ - $ 19,818 Fair value measured at December 31, 2023 Fair value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs (in thousands) December 31, 2023 (Level 1) (Level 2) (Level 3) Warrant liability $ 14,447 $ - $ - $ 14,447 Embedded conversion option 93 - - 93 Total fair value $ 14,540 $ - $ - $ 14,540
Fair Value of Warrant Liabilities Using Black-Scholes Model	A summary of the warrant liability activity for the three months ended March 31, 2024, is as follows: Warrants Fair Value Fair Value (in thousands, except per share data) Outstanding per Share (in thousands) Balance at December 31, 2023 1,221,308 $ 0.01 $ 14,447 Issuance 227,882 0.01 2,784 Loss on remeasurement of warrant liability - 2,587 Balance at March 31, 2024 1,449,190 $ 0.01 $ 19,818

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2024
Revenue [Abstract]
Disaggregation of Revenue	The disaggregation of revenue is based on type and geographical region. The following table presents revenue from contracts with customers: Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 United States International Total United States International Total Consumables and parts revenue $ 4,241 $ 66 $ 4,307 $ 2,574 $ 32 $ 2,606 System revenue 1,301 71 1,372 833 36 869 License fees and other - 5 5 7 10 17 Product Revenue $ 5,542 $ 142 $ 5,684 $ 3,414 $ 78 $ 3,492 Rental Income 102 - 102 283 - 283 Total Revenue $ 5,644 $ 142 $ 5,786 $ 3,697 $ 78 $ 3,775

Concentration of Credit Risk _2

Concentration of Credit Risk and Limited Suppliers (Tables)	3 Months Ended
	Mar. 31, 2024
Concentration of Credit Risk and Limited Suppliers [Abstract]
Concentration of Credit Risk and Limited Suppliers	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 the Company’s production. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the three months ended March 31, 2024, and 2023 were as follows: Three Months Ended March 31, 2024 March 31, 2023 Purchases: Vendor A - % 20 %

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) $ in Millions	Mar. 31, 2024 USD ($)
Deferred Offering Costs [Abstract]
Deferred merger costs	$ 1.6

Merger Agreement (Details)

Merger Agreement (Details) - USD ($)	Aug. 23, 2023	Mar. 31, 2024	Dec. 31, 2023
Merger Agreement [Abstract]
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Cash and cash equivalents		$ 2,936,000	$ 1,797,000
SEP Acquisition Corp. [Member]
Merger Agreement [Abstract]
Percentage of acquired equity	100%
SEP Acquisition Corp. [Member] | Minimum [Member]
Merger Agreement [Abstract]
Percentage of convertible notes	80%
Percentage of warrants outstanding	80%
Cash and cash equivalents	$ 12,000,000
Percentage of acquired equity	69%
SEP Acquisition Corp. [Member] | Maximum [Member]
Merger Agreement [Abstract]
Percentage of acquired equity	70%
Class A Common Stock [Member] | SEP Acquisition Corp. [Member]
Merger Agreement [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001
Number of shares issued for business consideration (in shares)	7,793,000

Loss per Share, Weighted Averag

Loss per Share, Weighted Average Shares Outstanding (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Loss per Share [Abstract]
Warrant exercise price (in dollars per share)	$ 0.01
Weighted Average Shares Outstanding [Abstract]
Weighted average shares outstanding (in shares)	1,162,250,687	575,028,811
Common Shares [Member]
Weighted Average Shares Outstanding [Abstract]
Weighted average shares outstanding (in shares)	1,140,560,000	553,338,000
Common Shares Issuable Assuming Exercise of Nominally Priced Warrants [Member]
Weighted Average Shares Outstanding [Abstract]
Weighted average shares outstanding (in shares)	21,691,000	21,691,000

Loss per Share, Anti Dilutive E

Loss per Share, Anti Dilutive Equity Securities (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Anti-dilutive Securities [Abstract]
Anti-dilutive equity securities (in shares)	1,728,174	1,830,385
Common Stock Options [Member]
Anti-dilutive Securities [Abstract]
Anti-dilutive equity securities (in shares)	16,287	19,286
Common Stock Purchase Warrants [Member]
Anti-dilutive Securities [Abstract]
Anti-dilutive equity securities (in shares)	1,427,764	1,186,522
Convertible Notes Payable, Including Interest [Member]
Anti-dilutive Securities [Abstract]
Anti-dilutive equity securities (in shares)	284,123	624,577

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accrued Expense [Abstract]
Registration penalties	$ 1,583	$ 1,583
License fees	892	892
Board of directors fees	1,072	942
Employee compensation	2,449	2,298
Other	853	284
Total accrued expenses	$ 6,849	$ 5,999

Senior Secured Debt, in Defau_3

Senior Secured Debt, in Default, Outstanding Secured Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Aug. 31, 2020
Senior Secured Debt [Abstract]
Carrying value	$ 18,910	$ 18,278
Senior Secured Debt [Member]
Senior Secured Debt [Abstract]
Principal amount	21,726	21,562	$ 15,000
Debt discount	(2,816)	(3,284)
Carrying value	18,910	18,278
Accrued interest	$ 3,479	$ 3,206

Senior Secured Debt, in Defau_4

Senior Secured Debt, in Default, Senior Secured Promissory Note Payable, in Default (Details) - Senior Secured Promissory Notes Payable [Member] - USD ($) $ / shares in Units, $ in Thousands, shares in Millions		3 Months Ended
	Feb. 28, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 31, 2020
Notes Payable [Abstract]
Principal amount		$ 21,726		$ 21,562	$ 15,000
Interest rate		9%
PIK interest		3%
Additional default accrued interest rate		5%
Amortization expense		$ 500	$ 400
Interest expense		$ 1,900	$ 1,600
Prime Rate [Member]
Notes Payable [Abstract]
Basis spread		3%
Second Amendment to Note and Warrant Purchase and Security Agreement [Member]
Notes Payable [Abstract]
Principal amount	$ 3,000	$ 18,000
Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | First Warrant [Member]
Notes Payable [Abstract]
Warrants to purchase common stock (in shares)	16.2
Warrant exercise price (in dollars per share)	$ 0.18
Second Amendment to Note and Warrant Purchase and Security Agreement [Member] | Second Warrant [Member]
Notes Payable [Abstract]
Warrants to purchase common stock (in shares)	20.6

Convertible Promissory Notes _3

Convertible Promissory Notes Payable, Outstanding Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Acquisition Convertible Promissory Note [Member]
Notes Payable [Abstract]
Conversion price (in dollars per share)	$ 0.1	$ 0.1
Principal amount	$ 4,000	$ 4,000
Remaining debt discount	0	0
Remaining embedded conversion option		0
Carrying value	$ 4,000	$ 4,000
Historical Convertible Promissory Notes Payable, Related Parties [Member]
Notes Payable [Abstract]
Conversion price (in dollars per share)	$ 0.1	$ 0.1
Principal amount	$ 1,373	$ 1,373
Remaining debt discount	0	0
Remaining embedded conversion option		0
Carrying value	$ 1,373	$ 1,373
Convertible Notes Payable [Member]
Notes Payable [Abstract]
Conversion price (in dollars per share)	$ 0.04	$ 0.04
Principal amount	$ 5,761	$ 2,639
Remaining debt discount	(2,284)	(1,235)
Remaining embedded conversion option		0
Carrying value	$ 3,477	$ 1,404
Convertible Note Payable Related Parties [Member]
Notes Payable [Abstract]
Conversion price (in dollars per share)	$ 0.04	$ 0.04
Principal amount	$ 1,912	$ 450
Remaining debt discount	(758)	(118)
Remaining embedded conversion option		0
Carrying value	1,154	332
Total Convertible Notes Payable [Member]
Notes Payable [Abstract]
Principal amount	13,046	8,462
Remaining debt discount	(3,042)	(1,353)
Remaining embedded conversion option		0
Carrying value	$ 10,004	$ 7,109

Convertible Promissory Notes _4

Convertible Promissory Notes Payable, Convertible Notes Payable, Related Parties (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jan. 31, 2024	Dec. 31, 2023	Jul. 31, 2023	May 31, 2023	Nov. 30, 2022	Aug. 31, 2022
ABS Promissory Notes [Member]
Convertible Promissory Notes [Abstract]
Aggregate principal amount					$ 4.6
Interest rate					0%
Interest expense	$ 0.1
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member]
Convertible Promissory Notes [Abstract]
Interest rate	15%
Conversion price (in dollars per share)	$ 0.04
Number of trading days	5 days
Interest expense	$ 1.6	$ 2.3
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | ABS Promissory Notes [Member]
Convertible Promissory Notes [Abstract]
Aggregate principal amount			$ 4.6	$ 1.9		$ 1.2	$ 4	$ 16.2
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | Maximum [Member]
Convertible Promissory Notes [Abstract]
Conversion price (in dollars per share)	$ 0.01
Share price (in dollars per share)	$ 0.04
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | First Warrant [Member]
Convertible Promissory Notes [Abstract]
Warrants to purchase common stock (in shares)	695.6
Warrant exercise price (in dollars per share)	$ 0.067
Securities Purchase Agreement and Future Advance Convertible Promissory Notes [Member] | Second Warrant [Member]
Convertible Promissory Notes [Abstract]
Warrants to purchase common stock (in shares)	695.6
Warrant exercise price (in dollars per share)	$ 0.04

Asset-Backed Secured Promisso_2

Asset-Backed Secured Promissory Notes, Summary (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jul. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Notes Payable [Abstract]
Loss on extinguishment of debt		$ (105)	$ 0
ABS Promissory Notes [Member]
Notes Payable [Abstract]
Aggregate principal amount	$ 4,600
Percentage of original issue discount	33.33%
Interest rate percentage	0%
Maturity date		Jan. 21, 2024
Total proceeds	$ 3,000
Interest expense		$ 100
Loss on extinguishment of debt		$ (100)

Fair Value Measurements, Liabil

Fair Value Measurements, Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net [Abstract]
Transfer to level 3	$ 0	$ 0
Transfer from level 3	0	$ 0
Recurring [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Liabilities at fair value			$ 14,540
Recurring [Member] | Warrant Liability [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Liabilities at fair value	19,818		14,447
Recurring [Member] | Embedded Conversion Option [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Liabilities at fair value			93
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Liabilities at fair value			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
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Liabilities at fair value			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
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Liabilities at fair value			14,540
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Liabilities at fair value	$ 19,818		14,447
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Embedded Conversion Option [Member]
Financial Liabilities Fair Value Disclosure [Abstract]
Liabilities at fair value			$ 93

Fair Value Measurements, Warran

Fair Value Measurements, Warrants Fair Value, Warrant Liability (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Warrant Liability [Abstract]
Exchange ratio	0.003
Probability of closing Merger	90%
Level 3 [Member] | Warrant Liability [Member]
Warrant Outstanding and Fair Value [Abstract]
Warrants outstanding (in shares) | shares	1,449,190	1,221,308
Issuance (in shares) | shares	227,882
Loss on remeasurement of warrant liability (in shares) | shares	0
Fair value per share (in dollars per share) | $ / shares	$ 0.01	$ 0.01
Issuance (in dollars per share) | $ / shares	$ 0.01
Fair Value, Warrant Liability [Abstract]
Warrant Liability, Fair Value | $	$ 19,818	$ 14,447
Issuance | $	2,784
Loss on remeasurement of warrant liability | $	$ 2,587

Revenue, Disaggregation of Reve

Revenue, Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Abstract]
Product Revenue	$ 5,684	$ 3,492
Rental Income	102	283
Total Revenue	5,786	3,775
Consumables and Parts Revenue [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	4,307	2,606
System Revenue [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	1,372	869
License Fees and Other [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	5	17
United States [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	5,542	3,414
Rental Income	102	283
Total Revenue	5,644	3,697
United States [Member] | Consumables and Parts Revenue [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	4,241	2,574
United States [Member] | System Revenue [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	1,301	833
United States [Member] | License Fees and Other [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	0	7
International [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	142	78
Rental Income	0	0
Total Revenue	142	78
International [Member] | Consumables and Parts Revenue [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	66	32
International [Member] | System Revenue [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	71	36
International [Member] | License Fees and Other [Member]
Disaggregation of Revenue [Abstract]
Product Revenue	$ 5	$ 10

Concentration of Credit Risk _3

Concentration of Credit Risk and Limited Suppliers (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]
Concentration of Credit Risk and Limited Suppliers [Abstract]
Concentration risk, percentage	0%	20%

License and Option Agreement (D

License and Option Agreement (Details) $ in Millions	1 Months Ended
	Mar. 31, 2024 USD ($)
License and Option Agreement [Member]
License and Option Agreement [Abstract]
One-time payment received from licensee	$ 2.5

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	Feb. 29, 2024 USD ($)
SEP Acquisition Corp. [Member]
Termination Agreement [Abstract]
Contingent payment	$ 670