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 |