SANUWAVE Health (SNWV) 10-Q 7 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	000-52985
Entity Registrant Name	SANUWAVE Health, Inc.
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		8,534,151
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001417663
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalent		$ 3,259	$ 1,797
Accounts receivable, net of allowance of $1,056 and $1,237, as of September 30, 2024 and December 31, 2023, respectively		2,836	3,314
Inventory		3,431	2,951
Prepaid expenses and other current assets		378	1,722
Total Current Assets		9,904	9,784
Property, equipment and other, net		774	938
Intangible assets, net		3,906	4,434
Goodwill		7,260	7,260
Total Non-current Assets		11,940	12,632
Total Assets		21,844	22,416
Current Liabilities:
Senior secured debt, in default		24,426	18,278
Convertible promissory notes payable		7,655	7,109
Promissory note payable, related party		500	0
Accounts payable		4,137	5,705
Accrued expenses		5,241	5,999
Factoring liabilities		1,938	1,490
Warrant liability		35,509	14,447
Current portion of contract liabilities		137	92
Other		375	947
Total Current Liabilities		81,513	64,755
Non-current Liabilities
Lease liabilities, less current portion		236	492
Contract liabilities, less current portion		358	347
Total Non-current Liabilities		594	839
Total Liabilities		82,107	65,594
Commitments and Contingencies (Note 14)
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 authorized; no shares issued and outstanding at September 30, 2024 and December 31, 2023		0	0
Common stock, par value $0.001, 2,500,000,000 shares authorized; 3,150,062 and 3,041,492 issued and outstanding at September 30, 2024 and December 31, 2023, respectively	[1]	3	3
Additional paid-in capital		178,397	176,979
Accumulated deficit		(238,673)	(220,049)
Accumulated other comprehensive income (loss)		10	(111)
Total Stockholders’ Deficit	[2]	(60,263)	(43,178)
Total Liabilities and Stockholders’ Deficit		21,844	22,416
Nonrelated Party
Current Liabilities:
Convertible promissory notes payable		4,817	5,404
Asset-backed secured promissory notes payable		0	3,117
Accrued interest		643	5,444
Related Party
Current Liabilities:
Convertible promissory notes payable		2,838	1,705
Asset-backed secured promissory notes payable		0	1,458
Accrued interest		$ 952	$ 669
[1] * Reflects a one-for-three hundred seventy-five (1:375) reverse stock split of the outstanding shares of the Company's common stock effected on October 18, 2024

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Accounts receivable, allowance for credit loss, current | $	$ 1,056	$ 1,237
Preferred stock, par value (in dollars per share) | $ / shares	$ 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) | $ / shares	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	2,500,000,000	2,500,000,000
Common stock, shares issued (in shares)	3,150,062	3,041,492
Common stock, shares outstanding (in shares)	3,150,062	3,041,492
Series A Preferred Stock
Preferred stock, shares authorized (in shares)	6,175	6,175
Series B Preferred Stock
Preferred stock, shares authorized (in shares)	293	293
Series C Preferred Stock
Preferred stock, shares authorized (in shares)	90	90
Series D Preferred Stock
Preferred stock, shares authorized (in shares)	8	8

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands		3 Months Ended			9 Months Ended
		Sep. 30, 2024		Sep. 30, 2023	Sep. 30, 2024		Sep. 30, 2023
Revenue		$ 9,360		$ 4,953	$ 22,308		$ 13,404
Cost of Revenues		2,293		1,412	5,799		3,876
Gross Margin		7,067		3,541	16,509		9,528
Operating Expenses:
General and administrative		2,545		2,681	8,059		6,678
Selling and marketing		2,202		1,039	4,468		3,430
Research and development		161		165	519		436
Depreciation and amortization		206		187	568		563
Total Operating Expenses		5,114		4,072	13,614		11,107
Operating Income (Loss)		1,953		(531)	2,895		(1,579)
Other Income (Expense):
Gain on extinguishment of debt		0		0	5,205		0
Change in fair value of derivative liabilities		(18,849)		(19,325)	(17,633)		(29,943)
Other expense		(106)		0	(893)		(16)
Other income		6		1	2,806
Total Other Expense		(22,610)		(23,169)	(21,519)		(42,463)
Net Loss		(20,657)	[1]	(23,700)	(18,624)	[1]	(44,042)
Other Comprehensive Loss
Foreign currency translation adjustments		0		7	121		(6)
Total Comprehensive Loss		$ (20,657)		$ (23,693)	$ (18,503)		$ (44,048)
Net Loss per share:
Basic (in dollars per share)	[2]	$ (6.49)		$ (9.95)	$ (5.92)		$ (24.15)
Diluted (in dollars per share)	[2]	$ (6.49)		$ (9.95)	$ (5.92)		$ (24.15)
Weighted Average Number Of Shares Outstanding [Abstract]
Weighted average shares outstanding, basic (in shares)	[2]	3,185,000		2,381,000	3,146,000		1,823,000
Weighted average shares outstanding, diluted (in shares)	[2]	3,185,000		2,381,000	3,146,000		1,823,000
Nonrelated Party
Other Income (Expense):
Interest expense		$ (3,315)		$ (2,907)	$ (9,948)		$ (10,125)
Related Party
Other Income (Expense):
Interest expense		$ (346)		$ (938)	$ (1,056)		$ (2,379)
[1]Reflects a one-for-three hundred seventy-five (1:375) reverse stock split of the outstanding shares of the Company's common stock effected on October 18, 2024[2]eflects a one-for-three hundred seventy-five (1:375) reverse stock split of the outstanding shares of the Company's common stock effected on October 18, 2024

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical)	Oct. 18, 2024
Subsequent Event
Stock split ratio, common stock	0.0027

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands		Total	Conversion of Warrants	[1]	Conversion of Debt		Common Stock	Common Stock Conversion of Warrants		Common Stock Conversion of Debt		Additional Paid- in Capital	Additional Paid- in Capital Conversion of Warrants	Additional Paid- in Capital Conversion of Debt		Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2022							1,463,300
Beginning balance at Dec. 31, 2022		$ (41,010)					$ 1					$ 153,298				$ (194,242)	$ (67)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of debt and warrants (in shares)										1,238,509
Shares issued for settlement of debt and warrants					$ 18,577					$ 1				$ 18,576
Shares issued for services (in shares)							34,400
Shares issued for services		527					$ 1					526
Foreign currency translation adjustment		(6)															(6)
Net loss		(44,042)														(44,042)
Ending balance (in shares) at Sep. 30, 2023							2,736,209
Ending balance at Sep. 30, 2023		(65,954)					$ 3					172,400				(238,284)	(73)
Beginning balance (in shares) at Jun. 30, 2023							1,497,700
Beginning balance at Jun. 30, 2023		(60,838)					$ 2					153,824				(214,584)	(80)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of debt and warrants (in shares)										1,238,509
Shares issued for settlement of debt and warrants					18,577					$ 1				18,576
Foreign currency translation adjustment		7															7
Net loss		(23,700)														(23,700)
Ending balance (in shares) at Sep. 30, 2023							2,736,209
Ending balance at Sep. 30, 2023		(65,954)					$ 3					172,400				(238,284)	(73)
Beginning balance (in shares) at Dec. 31, 2023	[1]						3,041,492
Beginning balance at Dec. 31, 2023	[1]	(43,178)					$ 3					176,979				(220,049)	(111)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of debt and warrants (in shares)	[1]							14,440		94,130
Shares issued for settlement of debt and warrants			$ 6		$ 1,412	[1]		$ 0	[1]	$ 0	[1]		$ 6	$ 1,412	[1]
Foreign currency translation adjustment	[1]	121															121
Net loss	[1]	(18,624)														(18,624)
Ending balance (in shares) at Sep. 30, 2024	[1]						3,150,062
Ending balance at Sep. 30, 2024	[1]	(60,263)					$ 3					178,397				(238,673)	10
Beginning balance (in shares) at Jun. 30, 2024	[1]						3,150,062
Beginning balance at Jun. 30, 2024	[1]	(39,606)					$ 3					178,397				(218,016)	10
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	[1]	(20,657)														(20,657)
Ending balance (in shares) at Sep. 30, 2024	[1]						3,150,062
Ending balance at Sep. 30, 2024	[1]	$ (60,263)					$ 3					$ 178,397				$ (238,673)	$ 10
[1]Reflects a one-for-three hundred seventy-five (1:375) reverse stock split of the outstanding shares of the Company's common stock effected on October 18, 2024

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Parenthetical)	Oct. 18, 2024
Subsequent Event
Stock split ratio, common stock	0.0027

CONDENSED CONSOLIDATED STATEM_5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024		Sep. 30, 2023
Cash Flows - Operating Activities:
Net Loss	$ (18,624)	[1]	$ (44,042)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization	736		780
Bad debt expense	16		547
Shares issued for services	0		224
Gain on extinguishment of debt	(5,205)		0
Change in fair value of derivative liabilities	17,633		29,943
Amortization of debt issuance costs and original issue discount	4,792		5,656
Accrued interest	2,749		5,529
Changes in operating assets and liabilities
Accounts receivable	66		253
Inventory	(480)		(844)
Prepaid expenses and other assets	225		(487)
Accounts payable	(1,013)		464
Accrued expenses	763		(1,326)
Contract liabilities	56		50
Net Cash Provided by (Used in) Operating Activities	1,714		(3,253)
Cash Flows - Investing Activities
Proceeds from sale of property and equipment	0		13
Purchase of property and equipment	(254)		(169)
Net Cash Flows Used in Investing Activities	(254)		(156)
Cash Flows - Financing Activities
Proceeds from convertible promissory notes	1,300		1,202
Payment of note payable	(2,175)		0
Proceeds from bridge notes advance	0		2,994
Proceeds (Payments) from factoring, net	449		(710)
Payments of principal on finance leases	(193)		(130)
Net Cash Flow (Used in) Provided by Financing Activities	(119)		3,356
Effect of Exchange Rates on Cash	121		(5)
Net Change in Cash During Period	1,462		(58)
Cash at Beginning of Period	1,797		1,153
Cash at End of Period	3,259		1,095
Supplemental Information:
Cash paid for interest	3,189		984
Non-cash Investing and Financing Activities:
Write off deferred merger costs	1,226		0
Warrants issued in conjunction with convertible promissory notes	3,633		570
Capitalize default interest into senior secured debt	3,850		0
Conversion of asset-based secured promissory notes to convertible promissory notes	4,584		0
Embedded conversion feature on convertible promissory notes payable	0		(520)
Common shares issued for advisory shares	0		302
Conversion of Debt
Non-cash Investing and Financing Activities:
Shares issued for settlement of debt	1,412		0
Conversion of Convertible Notes Payable
Non-cash Investing and Financing Activities:
Shares issued for settlement of debt	0		18,577
Related Party
Cash Flows - Financing Activities
Proceeds from promissory note payable, related party	$ 500		$ 0
[1]Reflects a one-for-three hundred seventy-five (1:375) reverse stock split of the outstanding shares of the Company's common stock effected on October 18, 2024

Nature of the Business and Basi

Nature of the Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Business and Basis of Presentation	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 accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all the information and disclosures required by U.S. GAAP for comprehensive financial statements. The financial information as of September 30, 2024, and for the three and nine months ended September 30, 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 and nine months ended September 30, 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”). Reverse Stock Split - All share numbers, including the number of shares underlying warrants, options and convertible debt, and per share amounts presented in these financial statements, including these footnotes reflect a one-for-three hundred seventy five (1:375) reverse stock split of the outstanding shares of the Company's common stock effected on October 18, 2024 (the "Reverse Stock Split"). The Company's authorized shares of common and preferred stock along with the par value did not change. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares that would have resulted from the reverse stock split will be settled in cash. The reverse stock split will affect all common stockholders uniformly and will not alter any stockholder's percentage interest in the Company's common stock, except to the extent that the reverse stock split results in some stockholders experiencing an adjustment of a fractional share as described above.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2024
Going Concern [Abstract]
Going Concern	Going Concern The events of default on the Company’s senior secured debt as of September 30, 2024 and the working capital deficit 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 may be required to raise additional funds to finance our operations and remain a going concern; we may not be able to do so, and/or the terms of any 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 may include obtaining additional capital in 2024. The Company could obtain additional capital through the conversion of outstanding warrants, issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt. These possibilities, to the extent available, may be on terms that result in significant dilution to the Company’s existing stockholders. In addition, there can be no assurances that any plans to obtain additional capital will be successful on the terms or timeline the Company expects, or at all. If these efforts are unsuccessful, the Company may be required to significantly curtail or discontinue operations or, if available, obtain funds through financing transactions with unfavorable terms. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. 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	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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 - These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depend on future events, the preparation of condensed consolidated financial statements for any period necessarily involves the use of estimates and assumptions. Actual amounts may differ from these estimates. These condensed consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized herein. 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 principle of Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company allocates the transaction price to all contractual performance obligations included in the contract. If a contract has more than one performance obligation, we allocate the transaction price to each performance obligation based on stand-alone selling price, which depicts the amount of consideration we expect to be entitled in exchange for satisfying each performance obligation. The Company recognizes revenue primarily from the following types of contracts: 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 embedded warranty by reference to the stand-alone extended warranty price. Warranty revenue is recognized over the time that the Company satisfies its performance obligations, which is generally the warranty term. Repairs (parts and labor) and billed freight revenue are recognized at the point in time that the service is performed, or the product is shipped, respectively. 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), as defined 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. In June 2024, the Company terminated the Merger Agreement and the deferred offering costs of $0.5 million were expensed. Recent Accounting Pronouncements - In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures which will require companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”). The pronouncement is effective for annual filings for the year ended December 31, 2024. The Company is still assessing the impact of the adoption of this standard but does not expect it to have a material impact on its results of operations, financial position or cash flows. In December 2023, the FASB issued ASU 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	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Merger Agreement	Merger Agreement On August 23, 2023, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with SEP Acquisition Corp., a Delaware corporation (“ SEPA ”), and SEP Acquisition Holdings Inc., a Nevada corporation and a wholly owned subsidiary of SEPA. Pursuant to the terms of the Merger Agreement, a business combination between the Company and SEPA was to be effected. On June 25, 2024, the Company delivered a notice to SEPA terminating the Merger Agreement.

Net Loss per Share

Net Loss per Share	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares outstanding for the three and nine months ended September 30, 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 Nine Months Ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Weighted average shares outstanding Common shares 3,150 2,323 3,103 1,765 Common shares issuable assuming exercise of nominally priced warrants 35 58 43 58 Weighted average shares outstanding 3,185 2,381 3,146 1,823 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 and nine months ended September 30, 2024 and 2023, all potentially dilutive shares in such periods were anti-dilutive and therefore excluded from the computation of diluted net loss per share. Nine Months Ended (in thousands) September 30, 2024 September 30, 2023 Common stock options 42 51 Common stock purchase warrants 3,963 2,951 Convertible notes payable, including interest 621 599 4,626 3,601

Accrued Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Accrued Expenses	Accrued Expenses Accrued expenses consist of the following: (in thousands) September 30, 2024 December 31, 2023 Registration penalties $ 1,583 $ 1,583 License fees - 892 Board of directors fees 1,192 942 Employee compensation 2,098 2,298 Other 368 284 $ 5,241 $ 5,999

Senior Secured Debt, In Default

Senior Secured Debt, In Default	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Senior Secured Debt, In Default	Senior Secured Debt, In Default The following table summarizes outstanding senior secured debt, in default: September 30, 2024 December 31, 2023 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 26,613 $ (2,187) $ 24,426 - $ 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 43,200 shares of common stock with an exercise price of $67.50 and 54,933 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 and Security 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 or (y) April 30, 2024. During the forbearance period, the outstanding obligations under the NWPSA continue to accrue interest at the default rate. As of September 30, 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. As of September 30, 2024 , the Company was 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 following table summarizes the amortization and interest expense related to the Senior Secured Note: Three Months Ended Nine Months Ended (In millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Amortization of debt issuance costs and debt discount, included in interest expense $ 0.5 $ 0.5 $ 1.4 $ 1.4 Interest expense $ 2.1 $ 1.8 $ 6.1 $ 5.1 On July 15, 2024, the Company entered into the Sixth Amendment to Note and Warrant Purchase and Security Agreement (the “Sixth Amendment”), which was a modification of debt. The Sixth Amendment added, as of June 30, 2024, a consent fee of $0.7 million to the principal amount of the Senior Secured Note issued pursuant to the NWPSA. On and after April 1, 2024, for each fiscal quarter during which any interest is payable in cash, deferred interest and default interest shall be calculated based on the principal amount of the Senior Secured Note as of the beginning of the quarter and shall include any default interest accrued to date. The Sixth 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 or (y) December 31, 2024. During the forbearance period, the outstanding obligations under the NWPSA continue to accrue interest at the default rate. The following two tables summarize outstanding notes payable as of September 30, 2024, and December 31, 2023: As of September 30, 2024 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Historical convertible promissory notes payable, related parties, in default $ 37.50 1,373 - - 1,373 Convertible notes payable $ 15.00 6,056 (1,401) 162 4,817 Convertible notes payable, related parties $ 15.00 1,662 (240) 43 1,465 Total Convertible Promissory Notes Payable $ 9,091 $ (1,641) $ 205 $ 7,655 As of December 31, 2023 (In thousands, except conversion price) Conversion Price Principal Remaining Carrying Value Acquisition convertible promissory note, in default $ 37.50 4,000 - 4,000 Historical convertible promissory note, related party, in default $ 37.50 1,373 - 1,373 Convertible notes payable $ 15.00 2,639 (1,235) 1,404 Convertible notes payable, related parties $ 15.00 450 (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, January 2024, and June 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 2022, approximately $4.0 million in November 2022, $1.2 million in May 2023, $1.9 million in December 2023, $4.6 million in January 2024 related to the conversion of the Asset-Backed Secured Promissory Notes (described in Note 9) and $1.3 million in June 2024 (ii) Common Stock Purchase Warrants to purchase an additional 1.9 million shares of common stock with an exercise price of $25.13 per share and (iii) Common Stock Purchase Warrants to purchase an additional 1.9 million shares of common stock with an exercise price of $15.00 per share. Interest expense for the three and nine months ended September 30, 2024, totaled $1.5 million and $4.3 million, respectively. Interest expense for the three and nine months ended September 30, 2023 , totaled $1.3 million and $6.0 million, respectively. 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 $15.00 (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 In May 2024 the Company utilized its election to convert the May issued Notes into shares of common stock upon the Notes' maturity. The May notes totaling $1.2 million in principal and $0.2 million interest were converted to 0.1 million shares of common stock. Promissory Note Payable, Related Parties - In June 2024 the Company entered into a $0.5 million promissory note with a related party. Interest is being accrued at 12%

Promissory Notes Payable

Promissory Notes Payable	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Promissory Notes Payable	Senior Secured Debt, In Default The following table summarizes outstanding senior secured debt, in default: September 30, 2024 December 31, 2023 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 26,613 $ (2,187) $ 24,426 - $ 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 43,200 shares of common stock with an exercise price of $67.50 and 54,933 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 and Security 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 or (y) April 30, 2024. During the forbearance period, the outstanding obligations under the NWPSA continue to accrue interest at the default rate. As of September 30, 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. As of September 30, 2024 , the Company was 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 following table summarizes the amortization and interest expense related to the Senior Secured Note: Three Months Ended Nine Months Ended (In millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Amortization of debt issuance costs and debt discount, included in interest expense $ 0.5 $ 0.5 $ 1.4 $ 1.4 Interest expense $ 2.1 $ 1.8 $ 6.1 $ 5.1 On July 15, 2024, the Company entered into the Sixth Amendment to Note and Warrant Purchase and Security Agreement (the “Sixth Amendment”), which was a modification of debt. The Sixth Amendment added, as of June 30, 2024, a consent fee of $0.7 million to the principal amount of the Senior Secured Note issued pursuant to the NWPSA. On and after April 1, 2024, for each fiscal quarter during which any interest is payable in cash, deferred interest and default interest shall be calculated based on the principal amount of the Senior Secured Note as of the beginning of the quarter and shall include any default interest accrued to date. The Sixth 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 or (y) December 31, 2024. During the forbearance period, the outstanding obligations under the NWPSA continue to accrue interest at the default rate. The following two tables summarize outstanding notes payable as of September 30, 2024, and December 31, 2023: As of September 30, 2024 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Historical convertible promissory notes payable, related parties, in default $ 37.50 1,373 - - 1,373 Convertible notes payable $ 15.00 6,056 (1,401) 162 4,817 Convertible notes payable, related parties $ 15.00 1,662 (240) 43 1,465 Total Convertible Promissory Notes Payable $ 9,091 $ (1,641) $ 205 $ 7,655 As of December 31, 2023 (In thousands, except conversion price) Conversion Price Principal Remaining Carrying Value Acquisition convertible promissory note, in default $ 37.50 4,000 - 4,000 Historical convertible promissory note, related party, in default $ 37.50 1,373 - 1,373 Convertible notes payable $ 15.00 2,639 (1,235) 1,404 Convertible notes payable, related parties $ 15.00 450 (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, January 2024, and June 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 2022, approximately $4.0 million in November 2022, $1.2 million in May 2023, $1.9 million in December 2023, $4.6 million in January 2024 related to the conversion of the Asset-Backed Secured Promissory Notes (described in Note 9) and $1.3 million in June 2024 (ii) Common Stock Purchase Warrants to purchase an additional 1.9 million shares of common stock with an exercise price of $25.13 per share and (iii) Common Stock Purchase Warrants to purchase an additional 1.9 million shares of common stock with an exercise price of $15.00 per share. Interest expense for the three and nine months ended September 30, 2024, totaled $1.5 million and $4.3 million, respectively. Interest expense for the three and nine months ended September 30, 2023 , totaled $1.3 million and $6.0 million, respectively. 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 $15.00 (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 In May 2024 the Company utilized its election to convert the May issued Notes into shares of common stock upon the Notes' maturity. The May notes totaling $1.2 million in principal and $0.2 million interest were converted to 0.1 million shares of common stock. Promissory Note Payable, Related Parties - In June 2024 the Company entered into a $0.5 million promissory note with a related party. Interest is being accrued at 12%

Asset-Backed Secured Promissory

Asset-Backed Secured Promissory Notes	9 Months Ended
	Sep. 30, 2024
Asset-Backed Secured Promissory Notes [Abstract]
Asset-Backed Secured Promissory Notes	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 nine months ended September 30, 2024, totaled $0.1 million prior to conversion at the Maturity Date. On January 21, 2024, pursuant to the side letter, the Company issued 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 nine months ended September 30, 2024 .

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	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 September 30, 2024 (in thousands) Fair value at Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 35,509 $ - $ - $ 35,509 Embedded conversion option 205 - - 205 Total fair value $ 35,714 $ - $ - $ 35,714 Fair value measured at December 31, 2023 (in thousands) Fair value at Quoted prices in Significant other observable inputs (Level 2) Significant 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 and nine months ended September 30, 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 September 30, 2024, and the value of the initial warrant liability from the June financing, were valued using a probability weighted expected value considering the proposed reverse stock split of the Company's common stock (the "Reverse Stock Split") that will effectuate the exchange of Notes and Common Stock Purchase Warrants for shares of the Company's common stock (the "Note and Warrant Exchange"), and the previous Black Scholes valuation model, with significant value stemming from the Note and Warrant Exchange. Significant inputs under the Note and Warrant Exchange included the expected exchange ratio of 0.90 for $15.00 warrants and 0.85 for $25.13 warrants, the value of the Company’s common stock, the expected timing of the Reverse Stock Split effectuating, and the probability of the Note and Warrant Exchange occurring (90% probability). The Company’s liability classified warrants as of December 31, 2023 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, and the probability of the Merger closing. A summary of the warrant liability activity for the nine months ended September 30, 2024, is as follows: (in thousands, except per share data) Warrants Fair Value Fair Value Balance at December 31, 2023 3,257 $ 4.44 $ 14,447 Issuance 781 4.65 3,633 Exercised warrants (23) 3.75 - Loss on remeasurement of warrant liability - 17,429 Balance at September 30, 2024 4,015 $ 8.84 $ 35,509 Embedded Conversion Option Liability Certain convertible notes include a conversion option that meets the definition of a derivative liability and, accordingly, is required to be bifurcated. The fair value for the conversion option liability was valued using a probability weighted expected value considering the proposed Reverse Stock Split of the Company's common stock that will effectuate the Note and Warrant Exchange, and the previous Black Scholes valuation model, with significant value stemming from the Note and Warrant Exchange. Significant inputs under the Note and Warrant Exchange included the expected exchange ratio of 0.90 for $15.00 warrants and 0.85 for $25.13 warrants, the value of the Company’s common stock, the expected timing of the Reverse Stock Split effectuating, and the probability of the Note and Warrant Exchange occurring (90% probability). A summary of the conversion option liability activity for the nine months ended September 30, 2024, is as follows: (in thousands, except per share data) Conversion Options Balance at December 31, 2023 $ 93 Loss on remeasurement of conversion liability 112 Balance at September 30, 2024 $ 205

Revenue

Revenue	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue	Revenue The disaggregation of revenue is based on type and geographical region. The following table presents revenue from contracts with customers: Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 United States International Total United States International Total Consumables and parts revenue $ 5,611 $ 9 $ 5,620 $ 3,133 $ 25 $ 3,158 System revenue 3,649 12 3,661 1,607 18 1,625 License fees and other - 10 10 38 - 38 Product Revenue $ 9,260 $ 31 $ 9,291 $ 4,778 $ 43 $ 4,821 Rental Income 69 - 69 132 - 132 Total Revenue $ 9,329 $ 31 $ 9,360 $ 4,910 $ 43 $ 4,953 Nine Months Ended September 30, Nine Months Ended September 30, 2023 United States International Total United States International Total Consumables and parts revenue $ 14,773 $ 106 $ 14,879 $ 8,620 $ 76 $ 8,696 System revenue 7,061 83 7,144 3,763 132 3,895 License fees and other - 30 30 121 15 136 Product Revenue $ 21,834 $ 219 $ 22,053 $ 12,504 $ 223 $ 12,727 Rental Income 255 - 255 677 - 677 Total Revenue $ 22,089 $ 219 $ 22,308 $ 13,181 $ 223 $ 13,404

Concentration of Credit Risks a

Concentration of Credit Risks and Limited Suppliers	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
Concentration of Credit Risks and Limited Suppliers	Concentration of Credit Risks and Limited Suppliers Major customers are defined as customers whose accounts receivable or sales individually consist of more than 10% of trade receivables or total sales, respectively. The percentage of accounts receivable from major customers of the Company for the periods indicated were as follows: Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Revenue: Customer A 15 % n/a n/a n/a The Company currently purchases most of its product component materials from single suppliers and the loss of any of these suppliers could result in a disruption in the Company’s production. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the three and nine months ended September 30, 2024, and 2023 were as follows: Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Purchases: Vendor A 33 % 22 % 25 % 19 % Vendor B n/a 23 % n/a 16 % Vendor C n/a 20 % n/a 10 %

License and Option Agreement

License and Option Agreement	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
License and Option Agreement	License and Option Agreement In March 2024, the Company entered into an exclusive license and option agreement (the "Patent License") with a third-party licensee in connection with a portfolio of 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 nine months ended September 30, 2024. The Company granted the Licensee an exclusive license to the patents and an option to acquire the patents for an additional one-time payment in the mid single-digit millions of dollars for a period of 3 years following the effective date of the Agreement. Upon acquisition of the patents, the Licensee will distribute any resulting proceeds to the Company, including but not limited to any royalties, license fees, settlement payments, or other proceeds generated from the licensing or assertion of the patents, in accordance with a revenue sharing agreement. If the Licensee does not exercise its option to acquire the Patents during a specified option period of 3 years from the effective date of the Agreement, the license terminates, a supplement license fee is owed, and all rights revert back to the Company. Contingent Consideration - T he Company considers such royalties, license fees, settlement payments, or other proceeds as variable or contingent consideration. The Company determined that the amount of variable consideration would be constrained until the period the uncertainty related to the consideration is relieved.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 $0.7 million upon the closing of the Merger disclosed in Note 4. Upon the Company's termination of the Merger Agreement in June 2024, the related contingent consideration liability was derecognized. 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 settled this dispute in June 2024 for a settlement amount of $2.2 million, which resulted in the removal of $4.0 million in convertible promissory note payable, $2.4 million in accrued interest, $0.9 million of accrued expenses, $0.5 million of other liabilities, and $0.4 million in accounts receivable, which resulted in the recognition of a gain on extinguishment of debt of $5.3 million.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Consent and Limited Waiver On October 17, 2024, the Company entered into a Consent and Limited Waiver to Note and Warrant Purchase and Security Agreement (the “Consent and Limited Waiver”) with respect to that certain NWPSA, with the noteholders party thereto (the “Holders”) and NH Expansion Credit Fund Holdings LP, as agent (the “Agent”). The Agent and the Holders agreed to continue to forbear upon exercising remedies in connection with certain existing events of default under the NWPSA until the earlier of (x) the occurrence of an event of default and (y) December 31, 2024. The Consent and Limited Waiver also consents to the repayment in full of amounts owed to HealthTronics, Inc. (“HealthTronics”) pursuant to the Convertible Promissory Note, dated as of August 6, 2020, by and between the Company and HealthTronics, in the original principal amount of approximately $1.4 million (the “HealthTronics Note”); the Private Placement (as defined below) and the Reverse Stock Split if the Company has at least $5.0 million of liquidity following such transactions, which is required pursuant to the minimum liquidity covenant in the NWPSA. The Agent and the Holders have also agreed that any existing event of default that exists due to the Company’s failure to meet the minimum liquidity covenant will be waived if the conditions set forth in the Consent and Limited Waiver, including at least $5.0 million of liquidity following such transactions, are met. As a condition to the effectiveness of the Consent and Limited Waiver, the Agent exercised, on a cashless basis, all warrants issued by the Company to the Agent in exchange for the issuance of 146,302 shares (the “NWPSA Shares”) of the Company’s common stock following the Reverse Stock Split. Private Placement of Common Stock On October 16, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers (the “Purchasers”), for the private placement (the “Private Placement”) of approximately 1.3 million shares (the “Shares”) of common stock at a purchase price of $8.25 per share, in each case, after adjustment to reflect the Reverse Stock Split. The Private Placement closed on October 18, 2024, and aggregate gross proceeds were approximately $10.3 million, before deducting offering expenses. The Company used the net proceeds from the Private Placement to pay all amounts owed pursuant to the Consent and Limited Waiver and that certain letter agreement, dated as of August 8, 2024, between the Company and HealthTronics with respect to the HealthTronics Note, and intends to use the remaining net proceeds for working capital and general corporate purposes, which may include the repayment of other indebtedness. In addition, on October 16, 2024, the Company and the Purchasers entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file the registration statement with the SEC on or before December 17, 2024 (subject to certain exceptions) for purposes of registering the resale of the Placement Shares, to use its commercially reasonable efforts to have such registration statement declared effective within the time period set forth in the Registration Rights Agreement, and to keep the registration statement effective until the date that all Placement Shares have been sold, thereunder or pursuant to Rule 144. The HealthTronics Note was paid in full on October 22, 2024 and all related defaults were thus cured. Note and Warrant Exchange On October 18, 2024, effective upon the implementation of the Reverse Stock Split, the Company issued an aggregate of 3,989,456 shares of common stock in exchange for all outstanding Notes and Common Stock Purchase Warrants (“Warrants”) issued by the Company in private placements in August 2022, November 2022, May 2023, December 2023, January 2024 and June 2024. Pursuant to the Note and Warrant Exchange, (i) each outstanding Note was fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the Note) into shares of common stock at $15.00 per share, (ii) each Warrant with an exercise price of $15.00 per share was exchanged for 0.0024 shares of Common Stock per share subject to such Warrant, and (iii) each Warrant with an exercise price of $25.13 per share was exchanged for approximately 0.0023 shares of Common Stock per share subject to such Warrant. 2024 Equity Incentive Plan

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024		Sep. 30, 2023	Sep. 30, 2024		Sep. 30, 2023
Pay vs Performance Disclosure
Net Loss	$ (20,657)	[1]	$ (23,700)	$ (18,624)	[1]	$ (44,042)
[1]Reflects a one-for-three hundred seventy-five (1:375) reverse stock split of the outstanding shares of the Company's common stock effected on October 18, 2024

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
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)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Accounting	These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP.
Estimates	Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depend on future events, the preparation of condensed consolidated financial statements for any period necessarily involves the use of estimates and assumptions. Actual amounts may differ from these estimates. These condensed consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized herein. 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 principle of Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company allocates the transaction price to all contractual performance obligations included in the contract. If a contract has more than one performance obligation, we allocate the transaction price to each performance obligation based on stand-alone selling price, which depicts the amount of consideration we expect to be entitled in exchange for satisfying each performance obligation. The Company recognizes revenue primarily from the following types of contracts: 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 embedded warranty by reference to the stand-alone extended warranty price. Warranty revenue is recognized over the time that the Company satisfies its performance obligations, which is generally the warranty term. Repairs (parts and labor) and billed freight revenue are recognized at the point in time that the service is performed, or the product is shipped, respectively.
Deferred Offering Costs	Deferred Offering Costs
Recent Accounting Pronouncements	Recent Accounting Pronouncements - In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures which will require companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”). The pronouncement is effective for annual filings for the year ended December 31, 2024. The Company is still assessing the impact of the adoption of this standard but does not expect it to have a material impact on its results of operations, financial position or cash flows. In December 2023, the FASB issued ASU 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.

Net Loss per Share (Tables)

Net Loss per Share (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of 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 Nine Months Ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Weighted average shares outstanding Common shares 3,150 2,323 3,103 1,765 Common shares issuable assuming exercise of nominally priced warrants 35 58 43 58 Weighted average shares outstanding 3,185 2,381 3,146 1,823
Schedule of Anti-dilutive Equity Securities	Nine Months Ended (in thousands) September 30, 2024 September 30, 2023 Common stock options 42 51 Common stock purchase warrants 3,963 2,951 Convertible notes payable, including interest 621 599 4,626 3,601

Accrued Expenses (Tables)

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consist of the following: (in thousands) September 30, 2024 December 31, 2023 Registration penalties $ 1,583 $ 1,583 License fees - 892 Board of directors fees 1,192 942 Employee compensation 2,098 2,298 Other 368 284 $ 5,241 $ 5,999

Senior Secured Debt, in Defau_2

Senior Secured Debt, in Default (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Outstanding Secured Debt	The following table summarizes outstanding senior secured debt, in default: September 30, 2024 December 31, 2023 (in thousands) Principal Debt Discount Carrying Value Accrued Interest Principal Debt Discount Carrying Value Accrued Interest Senior secured debt $ 26,613 $ (2,187) $ 24,426 - $ 21,562 $ (3,284) $ 18,278 $ 3,206 The following table summarizes the amortization and interest expense related to the Senior Secured Note: Three Months Ended Nine Months Ended (In millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Amortization of debt issuance costs and debt discount, included in interest expense $ 0.5 $ 0.5 $ 1.4 $ 1.4 Interest expense $ 2.1 $ 1.8 $ 6.1 $ 5.1

Promissory Notes Payable (Table

Promissory Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Outstanding Notes Payable	The following two tables summarize outstanding notes payable as of September 30, 2024, and December 31, 2023: As of September 30, 2024 (In thousands, except conversion price) Conversion Price Principal Remaining Debt Discount Remaining Embedded Conversion Option Carrying Value Historical convertible promissory notes payable, related parties, in default $ 37.50 1,373 - - 1,373 Convertible notes payable $ 15.00 6,056 (1,401) 162 4,817 Convertible notes payable, related parties $ 15.00 1,662 (240) 43 1,465 Total Convertible Promissory Notes Payable $ 9,091 $ (1,641) $ 205 $ 7,655 As of December 31, 2023 (In thousands, except conversion price) Conversion Price Principal Remaining Carrying Value Acquisition convertible promissory note, in default $ 37.50 4,000 - 4,000 Historical convertible promissory note, related party, in default $ 37.50 1,373 - 1,373 Convertible notes payable $ 15.00 2,639 (1,235) 1,404 Convertible notes payable, related parties $ 15.00 450 (118) 332 Total Convertible Promissory Notes Payable $ 8,462 $ (1,353) $ 7,109

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of 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 September 30, 2024 (in thousands) Fair value at Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability $ 35,509 $ - $ - $ 35,509 Embedded conversion option 205 - - 205 Total fair value $ 35,714 $ - $ - $ 35,714 Fair value measured at December 31, 2023 (in thousands) Fair value at Quoted prices in Significant other observable inputs (Level 2) Significant Warrant liability $ 14,447 $ - $ - $ 14,447 Embedded conversion option 93 - - 93 Total fair value $ 14,540 $ - $ - $ 14,540
Schedule of Warrant and Conversion Option Liability Activity	A summary of the warrant liability activity for the nine months ended September 30, 2024, is as follows: (in thousands, except per share data) Warrants Fair Value Fair Value Balance at December 31, 2023 3,257 $ 4.44 $ 14,447 Issuance 781 4.65 3,633 Exercised warrants (23) 3.75 - Loss on remeasurement of warrant liability - 17,429 Balance at September 30, 2024 4,015 $ 8.84 $ 35,509 A summary of the conversion option liability activity for the nine months ended September 30, 2024, is as follows: (in thousands, except per share data) Conversion Options Balance at December 31, 2023 $ 93 Loss on remeasurement of conversion liability 112 Balance at September 30, 2024 $ 205

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of 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 September 30, 2024 Three Months Ended September 30, 2023 United States International Total United States International Total Consumables and parts revenue $ 5,611 $ 9 $ 5,620 $ 3,133 $ 25 $ 3,158 System revenue 3,649 12 3,661 1,607 18 1,625 License fees and other - 10 10 38 - 38 Product Revenue $ 9,260 $ 31 $ 9,291 $ 4,778 $ 43 $ 4,821 Rental Income 69 - 69 132 - 132 Total Revenue $ 9,329 $ 31 $ 9,360 $ 4,910 $ 43 $ 4,953 Nine Months Ended September 30, Nine Months Ended September 30, 2023 United States International Total United States International Total Consumables and parts revenue $ 14,773 $ 106 $ 14,879 $ 8,620 $ 76 $ 8,696 System revenue 7,061 83 7,144 3,763 132 3,895 License fees and other - 30 30 121 15 136 Product Revenue $ 21,834 $ 219 $ 22,053 $ 12,504 $ 223 $ 12,727 Rental Income 255 - 255 677 - 677 Total Revenue $ 22,089 $ 219 $ 22,308 $ 13,181 $ 223 $ 13,404

Concentration of Credit Risks_2

Concentration of Credit Risks and Limited Suppliers (Tables)	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
Schedules of Concentration of Credit Risk and Limited Suppliers	The percentage of accounts receivable from major customers of the Company for the periods indicated were as follows: Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Revenue: Customer A 15 % n/a n/a n/a The Company currently purchases most of its product component materials from single suppliers and the loss of any of these suppliers could result in a disruption in the Company’s production. The percentage of purchases from major vendors of the Company that exceeded ten percent of total purchases for the three and nine months ended September 30, 2024, and 2023 were as follows: Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Purchases: Vendor A 33 % 22 % 25 % 19 % Vendor B n/a 23 % n/a 16 % Vendor C n/a 20 % n/a 10 %

Nature of the Business and Ba_2

Nature of the Business and Basis of Presentation (Details)	Oct. 18, 2024
Subsequent Event
Product Information [Line Items]
Stock split ratio, common stock	0.0027

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) $ in Millions	1 Months Ended
	Jun. 30, 2024 USD ($)
Accounting Policies [Abstract]
Deferred offering costs expensed during the period	$ 0.5

Net Loss per Share - Narrative

Net Loss per Share - Narrative (Details)	Sep. 30, 2024 $ / shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrant exercise price (in dollars per share)	$ 3.75
$0.01 Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrant exercise price (in dollars per share)	$ 0.01

Net Loss per Share - Weighted A

Net Loss per Share - Weighted Average Shares Outstanding (Details) - shares		3 Months Ended		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Common shares (in shares)		3,150,000	2,323,000	3,103,000	1,765,000
Common shares issuable assuming exercise of nominally priced warrants (in shares)		35,000	58,000	43,000	58,000
Weighted average shares outstanding, basic (in shares)	[1]	3,185,000	2,381,000	3,146,000	1,823,000
Weighted average shares outstanding, diluted (in shares)	[1]	3,185,000	2,381,000	3,146,000	1,823,000
[1]eflects a one-for-three hundred seventy-five (1:375) reverse stock split of the outstanding shares of the Company's common stock effected on October 18, 2024

Net Loss per Share - Anti Dilut

Net Loss per Share - Anti Dilutive Equity Securities (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive equity securities (in shares)	4,626	3,601
Common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive equity securities (in shares)	42	51
Common stock purchase warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive equity securities (in shares)	3,963	2,951
Convertible notes payable, including interest
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive equity securities (in shares)	621	599

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Registration penalties	$ 1,583	$ 1,583
License fees	0	892
Board of directors fees	1,192	942
Employee compensation	2,098	2,298
Other	368	284
Total accrued expenses	$ 5,241	$ 5,999

Senior Secured Debt, in Defau_3

Senior Secured Debt, in Default - Outstanding Secured Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Feb. 28, 2022	Aug. 31, 2020
Debt Conversion [Line Items]
Principal	$ 9,091	$ 8,462
Debt Discount	(1,641)	(1,353)
Carrying Value	24,426	18,278
Senior secured debt
Debt Conversion [Line Items]
Principal	26,613	21,562	$ 18,000	$ 15,000
Debt Discount	(2,187)	(3,284)
Carrying Value	24,426	18,278
Accrued Interest	$ 0	$ 3,206
Senior secured debt | Second Amendment to Note and Warrant Purchase and Security Agreement
Debt Conversion [Line Items]
Principal			$ 3,000

Senior Secured Debt, in Defau_4

Senior Secured Debt, in Default - Senior Secured Promissory Note Payable, in Default (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Feb. 28, 2022	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Aug. 31, 2020
Debt Conversion [Line Items]
Principal		$ 9,091		$ 8,462
Warrant exercise price (in dollars per share)		$ 3.75
Senior Secured Promissory Notes Payable
Debt Conversion [Line Items]
Principal	$ 18,000	$ 26,613		$ 21,562	$ 15,000
Debt instrument, basis spread on variable rate		3%
Interest rate		9%
PIK interest		3%
Additional default accrued interest rate		5%
Senior Secured Promissory Notes Payable | NWPSA
Debt Conversion [Line Items]
Consent fee			$ 700
Senior Secured Promissory Notes Payable | Second Amendment to Note and Warrant Purchase and Security Agreement
Debt Conversion [Line Items]
Principal	$ 3,000
Senior Secured Promissory Notes Payable | Second Amendment to Note and Warrant Purchase and Security Agreement | First Warrant
Debt Conversion [Line Items]
Warrant exercise price (in dollars per share)	$ 67.50
Warrants to purchase common stock (in shares)	43,200
Senior Secured Promissory Notes Payable | Second Amendment to Note and Warrant Purchase and Security Agreement | Second Warrant
Debt Conversion [Line Items]
Warrants to purchase common stock (in shares)	54,933

Senior Secured Debt, In Defau_5

Senior Secured Debt, In Default - Amortization and Interest Expense Related to the Senior Secured Note (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Conversion [Line Items]
Amortization of debt issuance costs and debt discount, included in interest expense			$ 4,792	$ 5,656
Senior Secured Promissory Notes Payable
Debt Conversion [Line Items]
Amortization of debt issuance costs and debt discount, included in interest expense	$ 500	$ 500	1,400	1,400
Interest expense	$ 2,100	$ 1,800	$ 6,100	$ 5,100

Promissory Notes Payable - Sche

Promissory Notes Payable - Schedule of Outstanding Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Conversion [Line Items]
Principal	$ 9,091	$ 8,462
Remaining Debt Discount	(1,641)	(1,353)
Remaining Embedded Conversion Option	205
Carrying Value	$ 7,655	$ 7,109
Acquisition convertible promissory note, in default
Debt Conversion [Line Items]
Conversion Price (in dollars per share)		$ 37.50
Principal		$ 4,000
Remaining Debt Discount		0
Carrying Value		$ 4,000
Historical convertible promissory note, related party, in default
Debt Conversion [Line Items]
Conversion Price (in dollars per share)	$ 37.50	$ 37.50
Principal	$ 1,373	$ 1,373
Remaining Debt Discount	0	0
Remaining Embedded Conversion Option	0
Carrying Value	$ 1,373	$ 1,373
Convertible notes payable
Debt Conversion [Line Items]
Conversion Price (in dollars per share)	$ 15	$ 15
Principal	$ 6,056	$ 2,639
Remaining Debt Discount	(1,401)	(1,235)
Remaining Embedded Conversion Option	162
Carrying Value	$ 4,817	$ 1,404
Convertible notes payable, related parties
Debt Conversion [Line Items]
Conversion Price (in dollars per share)	$ 15	$ 15
Principal	$ 1,662	$ 450
Remaining Debt Discount	(240)	(118)
Remaining Embedded Conversion Option	43
Carrying Value	$ 1,465	$ 332

Promissory Notes Payable - Conv

Promissory Notes Payable - Convertible Notes Payable, Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions

1 Months Ended

3 Months Ended

9 Months Ended

May 31, 2024

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Jun. 30, 2024

Jan. 31, 2024

Dec. 31, 2023

Jul. 31, 2023

May 31, 2023

Nov. 30, 2022

Aug. 31, 2022

Debt Conversion [Line Items]

Aggregate principal amount

$ 9,091

$ 9,091

$ 8,462

Warrant exercise price (in dollars per share)

$ 3.75

$ 3.75

Amount converted

$ 1,200

Interest converted

$ 200

Shares issued in debt conversion (in shares)

0.1

Acquisition convertible promissory note, in default

Debt Conversion [Line Items]

Aggregate principal amount

$ 4,000

Conversion price (in dollars per share)

$ 37.50

Related Party

Debt Conversion [Line Items]

Interest expense

$ 346

$ 938

$ 1,056

$ 2,379

Related Party | Acquisition convertible promissory note, in default

Debt Conversion [Line Items]

Aggregate principal amount

$ 500

Interest rate

12%

ABS Promissory Notes

Debt Conversion [Line Items]

Aggregate principal amount

$ 4,600

Interest expense

100

Interest rate

0%

Securities Purchase Agreement and Future Advance Convertible Promissory Notes

Debt Conversion [Line Items]

Interest expense

$ 1,500

$ 1,300

$ 4,300

$ 6,000

Conversion price (in dollars per share)

$ 15

$ 15

Debt instrument, term

12 months

Interest rate

15%

15%

Number of trading days

5 days

Securities Purchase Agreement and Future Advance Convertible Promissory Notes | ABS Promissory Notes

Debt Conversion [Line Items]

Aggregate principal amount

$ 1,300

$ 4,600

$ 1,900

$ 1,200

$ 4,000

$ 16,200

Securities Purchase Agreement and Future Advance Convertible Promissory Notes | Maximum

Debt Conversion [Line Items]

Conversion price (in dollars per share)

$ 3.75

$ 3.75

Share price (in dollars per share)

$ 15

$ 15

Securities Purchase Agreement and Future Advance Convertible Promissory Notes | First Warrant

Debt Conversion [Line Items]

Warrants to purchase common stock (in shares)

1.9

Warrant exercise price (in dollars per share)

$ 25.13

Securities Purchase Agreement and Future Advance Convertible Promissory Notes | Second Warrant

Debt Conversion [Line Items]

Warrants to purchase common stock (in shares)

1.9

Warrant exercise price (in dollars per share)

$ 15

Asset-Backed Secured Promisso_2

Asset-Backed Secured Promissory Notes (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Debt Conversion [Line Items]
Aggregate principal amount		$ 9,091		$ 9,091		$ 8,462
Loss on extinguishment of debt		$ 0	$ 0	(5,205)	$ 0
ABS Promissory Notes
Debt Conversion [Line Items]
Aggregate principal amount	$ 4,600
Percentage of original issue discount	33.33%
Interest rate	0%
Proceeds from issuance of secured debt	$ 3,000
Interest expense				100
Loss on extinguishment of debt				$ 100

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	$ 35,714	$ 14,540
Warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	35,509	14,447
Embedded conversion option
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	205	93
Quoted prices in active markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	0	0
Quoted prices in active markets (Level 1) | Warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	0	0
Quoted prices in active markets (Level 1) | Embedded conversion option
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	0	0
Significant other observable inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	0	0
Significant other observable inputs (Level 2) | Warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	0	0
Significant other observable inputs (Level 2) | Embedded conversion option
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	0	0
Significant unobservable inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	35,714	14,540
Significant unobservable inputs (Level 3) | Warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	35,509	14,447
Significant unobservable inputs (Level 3) | Embedded conversion option
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total fair value	$ 205	$ 93

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details)	Sep. 30, 2024 $ / shares	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)	$ 3.75
Probability of closing merger	90%
Exchange ratio
Class of Warrant or Right [Line Items]
Warrants measurement input		0.003
$0.04 Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)	$ 15
$0.04 Warrants | Exchange ratio
Class of Warrant or Right [Line Items]
Warrants measurement input	0.90
$0.067 Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)	$ 25.13
$0.067 Warrants | Exchange ratio
Class of Warrant or Right [Line Items]
Warrants measurement input	0.85

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Warrant Liability Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Warrants Outstanding
Warrants outstanding, beginning balance (in shares) | shares	3,257
Issuance (in shares) | shares	781
Exercised warrants (in shares) | shares	(23)
Loss on remeasurement of warrant liability (in shares) | shares	0
Warrants outstanding, ending balance (in shares) | shares	4,015
Fair Value per Share
Warrants outstanding, beginning balance (in dollars per share) | $ / shares	$ 4.44
Issuance (in dollars per share) | $ / shares	4.65
Warrant exercise price (in dollars per share) | $ / shares	3.75
Warrants outstanding, ending balance (in dollars per share) | $ / shares	$ 8.84
Warrant liability
Fair Value
Balance at December 31, 2023 | $	$ 14,447
Issuance | $	3,633
Exercised warrants | $	0
Loss on remeasurement of warrant liability | $	17,429
Balance at September 30, 2024 | $	$ 35,509

Fair Value Measurements - Embed

Fair Value Measurements - Embedded Conversion Option (Details) - Option Liability $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Conversion Options Outstanding
Balance at December 31, 2023	$ 93
Loss on remeasurement of conversion liability	112
Balance at September 30, 2024	$ 205

Revenue - Disaggregation of Rev

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Product Revenue	$ 9,291	$ 4,821	$ 22,053	$ 12,727
Rental Income	69	132	255	677
Total Revenue	9,360	4,953	22,308	13,404
Consumables and parts revenue
Disaggregation of Revenue [Line Items]
Product Revenue	5,620	3,158	14,879	8,696
System revenue
Disaggregation of Revenue [Line Items]
Product Revenue	3,661	1,625	7,144	3,895
License fees and other
Disaggregation of Revenue [Line Items]
Product Revenue	10	38	30	136
United States
Disaggregation of Revenue [Line Items]
Product Revenue	9,260	4,778	21,834	12,504
Rental Income	69	132	255	677
Total Revenue	9,329	4,910	22,089	13,181
United States | Consumables and parts revenue
Disaggregation of Revenue [Line Items]
Product Revenue	5,611	3,133	14,773	8,620
United States | System revenue
Disaggregation of Revenue [Line Items]
Product Revenue	3,649	1,607	7,061	3,763
United States | License fees and other
Disaggregation of Revenue [Line Items]
Product Revenue	0	38	0	121
International
Disaggregation of Revenue [Line Items]
Product Revenue	31	43	219	223
Rental Income	0	0	0	0
Total Revenue	31	43	219	223
International | Consumables and parts revenue
Disaggregation of Revenue [Line Items]
Product Revenue	9	25	106	76
International | System revenue
Disaggregation of Revenue [Line Items]
Product Revenue	12	18	83	132
International | License fees and other
Disaggregation of Revenue [Line Items]
Product Revenue	$ 10	$ 0	$ 30	$ 15

Concentration of Credit Risks_3

Concentration of Credit Risks and Limited Suppliers (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue Benchmark | Customer Concentration Risk | Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	15%
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Vendor A
Concentration Risk [Line Items]
Concentration risk, percentage	33%	22%	25%	19%
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Vendor B
Concentration Risk [Line Items]
Concentration risk, percentage		23%		16%
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Vendor C
Concentration Risk [Line Items]
Concentration risk, percentage		20%		10%

License and Option Agreement (D

License and Option Agreement (Details) - License and Option Agreement - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Mar. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
One-time payment received from licensee	$ 2.5
Option to purchase patents, term		3 years

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Feb. 29, 2024
Loss Contingencies [Line Items]
Decrease in accrued expenses				$ (763)	$ 1,326
Decrease in accounts receivable				(66)	(253)
Gain on extinguishment of debt		$ 0	$ 0	$ 5,205	$ 0
Celularity
Loss Contingencies [Line Items]
Litigation settlement	$ 2,200
Decrease in convertible notes payable	4,000
Decrease in accrued interest	2,400
Decrease in accrued expenses	900
Decrease in other liabilities	500
Decrease in accounts receivable	400
Gain on extinguishment of debt	$ 5,300
SEP Acquisition Corp.
Loss Contingencies [Line Items]
Contingent payment						$ 700

Subsequent Events (Details)

Subsequent Events (Details) $ / shares in Units, $ in Thousands	Oct. 18, 2024 USD ($) $ / shares shares	Oct. 17, 2024 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares	Aug. 06, 2020 USD ($)
Subsequent Event [Line Items]
Aggregate principal amount | $			$ 9,091	$ 8,462
Common stock, par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001
Warrant exercise price (in dollars per share) | $ / shares			$ 3.75
Convertible Promissory Note | Convertible Debt
Subsequent Event [Line Items]
Aggregate principal amount | $					$ 1,400
Subsequent Event
Subsequent Event [Line Items]
Minimum liquidity following private placement and reverse stock split | $		$ 5,000
Purchase price (in dollars per share) | $ / shares	$ 8.25
Interest paid on outstanding principal upon accelerated maturity, percentage	0.15
Conversion price (in dollars per share) | $ / shares	$ 15
Number of shares available for issuance | shares	1,400,000
Subsequent Event | $15.00 Warrants
Subsequent Event [Line Items]
Warrant exercise price (in dollars per share) | $ / shares	$ 15
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares	0.0024
Subsequent Event | $25.13 Warrants
Subsequent Event [Line Items]
Warrant exercise price (in dollars per share) | $ / shares	$ 25.13
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares	0.0023
Subsequent Event | Private Placement
Subsequent Event [Line Items]
Shares issued (in shares) | shares	1,300,000
Aggregate gross proceeds | $	$ 10,300
Subsequent Event | Conversion of Warrants
Subsequent Event [Line Items]
Shares issued for settlement of debt and warrants (in shares) | shares	146,302
Subsequent Event | Conversion of Debt and Warrants
Subsequent Event [Line Items]
Shares issued for settlement of debt and warrants (in shares) | shares	3,989,456