Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-34951 | |
Entity Registrant Name | XTANT MEDICAL HOLDINGS, INC. | |
Entity Central Index Key | 0001453593 | |
Entity Tax Identification Number | 20-5313323 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 664 Cruiser Lane | |
Entity Address, City or Town | Belgrade | |
Entity Address, State or Province | MT | |
Entity Address, Postal Zip Code | 59714 | |
City Area Code | (406) | |
Local Phone Number | 388-0480 | |
Title of 12(b) Security | Common stock, par value $0.000001 per share | |
Trading Symbol | XTNT | |
Security Exchange Name | NYSE | |
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 | 130,314,372 | |
Entity Listing, Par Value Per Share | $ 0.000001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 5,379 | $ 5,715 |
Restricted cash | 99 | 208 |
Trade accounts receivable, net of allowance for credit losses and doubtful accounts of $1,012 and $920, respectively | 21,187 | 20,731 |
Inventories | 40,507 | 36,885 |
Prepaid and other current assets | 1,800 | 1,330 |
Total current assets | 68,972 | 64,869 |
Property and equipment, net | 8,837 | 8,692 |
Right-of-use asset | 1,117 | 1,523 |
Goodwill | 7,302 | 7,302 |
Intangible assets, net | 9,220 | 10,085 |
Other assets | 130 | 141 |
Total Assets | 95,578 | 92,612 |
Current Liabilities: | ||
Accounts payable | 6,875 | 7,054 |
Accrued liabilities | 8,676 | 10,419 |
Current portion of lease liability | 794 | 830 |
Current portion of finance lease obligations | 67 | 65 |
Line of credit | 11,899 | 4,622 |
Total current liabilities | 28,311 | 22,990 |
Long-term Liabilities: | ||
Lease liability, less current portion | 376 | 759 |
Finance lease obligation, less current portion | 82 | 116 |
Long-term debt, plus premium and less issuance costs | 21,770 | 17,167 |
Other liabilities | 34 | 231 |
Total Liabilities | 50,573 | 41,263 |
Commitments and Contingencies (note 14) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.000001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.000001 par value; 300,000,000 shares authorized; 130,314,372 shares issued and outstanding as of June 30, 2024 and 130,180,031 shares issued and outstanding as of December 31, 2023 | ||
Additional paid-in capital | 296,451 | 294,330 |
Accumulated other comprehensive (loss) income | (175) | 29 |
Accumulated deficit | (251,271) | (243,010) |
Total Stockholders’ Equity | 45,005 | 51,349 |
Total Liabilities & Stockholders’ Equity | $ 95,578 | $ 92,612 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance of accounts receivable, net | $ 1,012 | $ 920 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 130,314,372 | 130,180,031 |
Common stock, shares outstanding | 130,314,372 | 130,180,031 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 29,943 | $ 20,232 | $ 57,816 | $ 38,176 |
Cost of sales | 11,361 | 7,773 | 21,932 | 15,180 |
Gross Profit | 18,582 | 12,459 | 35,884 | 22,995 |
Operating Expenses | ||||
General and administrative | 7,713 | 4,954 | 15,498 | 9,839 |
Sales and marketing | 13,179 | 8,716 | 25,639 | 15,770 |
Research and development | 636 | 180 | 1,163 | 354 |
Total Operating Expenses | 21,528 | 13,850 | 42,300 | 25,963 |
Loss from Operations | (2,946) | (1,391) | (6,416) | (2,967) |
Other Expense | ||||
Interest expense | (992) | (786) | (1,827) | (1,360) |
Interest income | 85 | |||
Foreign currency exchange gain | 118 | 79 | ||
Other (expense) income | (5) | 7 | ||
Total Other Expense | (879) | (786) | (1,741) | (1,275) |
Net Loss from Operations Before Provision for Income Taxes | (3,825) | (2,177) | (8,157) | (4,242) |
Provision for Income Taxes Current and Deferred | (36) | (13) | (104) | (26) |
Net Loss | $ (3,861) | $ (2,190) | $ (8,261) | $ (4,268) |
Net Loss Per Share: | ||||
Basic | $ (0.03) | $ (0.02) | $ (0.06) | $ (0.04) |
Dilutive | $ (0.03) | $ (0.02) | $ (0.06) | $ (0.04) |
Shares used in the computation: | ||||
Basic | 130,269,710 | 108,897,048 | 130,291,796 | 108,895,327 |
Dilutive | 130,269,710 | 108,897,048 | 130,291,796 | 108,895,327 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net Loss | $ (3,861) | $ (2,190) | $ (8,261) | $ (4,268) |
Other Comprehensive Loss | ||||
Foreign currency translation adjustments | (42) | (204) | ||
Comprehensive Loss | $ (3,903) | $ (2,190) | $ (8,465) | $ (4,268) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2022 | $ 34,171 | $ 277,841 | $ (243,670) | ||
Balance, shares at Dec. 31, 2022 | 108,874,803 | ||||
Common stock issued on vesting of restricted stock units | |||||
Common stock issued on vesting of restricted stock units, shares | 22,245 | ||||
Stock-based compensation | 617 | 617 | |||
Net loss | (2,078) | (2,078) | |||
Balance at Mar. 31, 2023 | 32,710 | 278,458 | (245,748) | ||
Balance, shares at Mar. 31, 2023 | 108,897,048 | ||||
Balance at Dec. 31, 2022 | 34,171 | 277,841 | (243,670) | ||
Balance, shares at Dec. 31, 2022 | 108,874,803 | ||||
Foreign currency translation adjustment | |||||
Net loss | (4,268) | ||||
Balance at Jun. 30, 2023 | 30,959 | 278,897 | (247,938) | ||
Balance, shares at Jun. 30, 2023 | 108,897,048 | ||||
Balance at Mar. 31, 2023 | 32,710 | 278,458 | (245,748) | ||
Balance, shares at Mar. 31, 2023 | 108,897,048 | ||||
Stock-based compensation | 439 | 439 | |||
Foreign currency translation adjustment | |||||
Net loss | (2,190) | (2,190) | |||
Balance at Jun. 30, 2023 | 30,959 | 278,897 | (247,938) | ||
Balance, shares at Jun. 30, 2023 | 108,897,048 | ||||
Balance at Dec. 31, 2023 | 51,349 | 294,330 | 29 | (243,010) | |
Balance, shares at Dec. 31, 2023 | 130,180,031 | ||||
Common stock issued on vesting of restricted stock units | |||||
Common stock issued on vesting of restricted stock units, shares | 44,496 | ||||
Withholding on common stock upon vesting of restricted stock units | (17) | (17) | |||
Withholding of common stock upon vesting of restricted stock units, shares | (7,986) | ||||
Stock-based compensation | 910 | 910 | |||
Foreign currency translation adjustment | (162) | (162) | |||
Net loss | (4,400) | (4,400) | |||
Balance at Mar. 31, 2024 | 47,680 | 295,223 | (133) | (247,410) | |
Balance, shares at Mar. 31, 2024 | 130,216,541 | ||||
Balance at Dec. 31, 2023 | 51,349 | 294,330 | 29 | (243,010) | |
Balance, shares at Dec. 31, 2023 | 130,180,031 | ||||
Foreign currency translation adjustment | (204) | ||||
Net loss | (8,261) | ||||
Balance at Jun. 30, 2024 | 45,005 | 296,451 | (175) | (251,271) | |
Balance, shares at Jun. 30, 2024 | 130,314,372 | ||||
Balance at Mar. 31, 2024 | 47,680 | 295,223 | (133) | (247,410) | |
Balance, shares at Mar. 31, 2024 | 130,216,541 | ||||
Common stock issued on vesting of restricted stock units | |||||
Common stock issued on vesting of restricted stock units, shares | 97,831 | ||||
Stock-based compensation | 1,228 | 1,228 | |||
Foreign currency translation adjustment | (42) | (42) | |||
Net loss | (3,861) | (3,861) | |||
Balance at Jun. 30, 2024 | $ 45,005 | $ 296,451 | $ (175) | $ (251,271) | |
Balance, shares at Jun. 30, 2024 | 130,314,372 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net loss | $ (8,261) | $ (4,268) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,003 | 1,274 |
Gain on sale of fixed assets | (142) | (21) |
Non-cash interest | 218 | 189 |
Stock-based compensation | 2,138 | 1,056 |
Provision for reserve on accounts receivable | 178 | 225 |
Provision for excess and obsolete inventory | 388 | 243 |
Other | 1 | 3 |
Changes in operating assets and liabilities, net of the effects of the acquisition: | ||
Accounts receivable | (688) | (3,116) |
Inventories | (4,130) | (1,733) |
Prepaid and other assets | (469) | (330) |
Accounts payable | (15) | 954 |
Accrued liabilities | (2,064) | 758 |
Net cash used in operating activities | (10,843) | (4,766) |
Investing activities: | ||
Purchases of property and equipment | (1,337) | (870) |
Proceeds from sale of fixed assets | 183 | 55 |
Acquisition of Surgalign SPV, Inc. | (17,000) | |
Net cash used in investing activities | (1,154) | (17,815) |
Financing activities: | ||
Payments on financing leases | (32) | (30) |
Borrowings on line of credit | 59,565 | 36,256 |
Repayments on line of credit | (52,288) | (34,603) |
Proceeds from issuance of long term debt | 5,000 | 5,000 |
Debt issuance costs | (615) | (101) |
Payment of taxes from withholding of common stock on vesting of restricted stock units | (17) | |
Net cash provided by financing activities | 11,613 | 6,522 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (61) | |
Net change in cash and cash equivalents and restricted cash | (445) | (16,059) |
Cash and cash equivalents and restricted cash at beginning of period | 5,923 | 20,507 |
Cash and cash equivalents and restricted cash at end of period | 5,478 | 4,448 |
Reconciliation of cash and cash equivalents and restricted cash reported in the condensed consolidated balance sheets | ||
Cash and cash equivalents | 5,379 | 4,138 |
Restricted cash | 99 | 310 |
Total cash and restricted cash reported in condensed consolidated balance sheets | $ 5,478 | $ 4,448 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) | $ (3,861) | $ (4,400) | $ (2,190) | $ (2,078) | $ (8,261) | $ (4,268) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 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 |
Business Description, Basis of
Business Description, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description, Basis of Presentation and Summary of Significant Accounting Policies | (1) Business Description, Basis of Presentation and Summary of Significant Accounting Policies Business Description and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Xtant Medical Holdings, Inc. (“Xtant”), a Delaware corporation, and its wholly owned subsidiaries, which are jointly referred to herein as “Xtant” or the “Company”. The terms “we,” “us” and “our” also refer to Xtant. All intercompany balances and transactions have been eliminated in consolidation. Xtant is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics and spinal implant systems to facilitate spinal fusion in complex spine, deformity, and degenerative procedures. The accompanying condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual consolidated financial statements, but in the opinion of management include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results that may be achieved in the future for the full year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, which are included in Xtant’s Annual Report on Form 10-K for the year ended December 31, 2023. The accounting policies set forth in those annual consolidated financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated financial statements, except as modified for appropriate interim consolidated financial statement presentation. Liquidity Since our inception, we have financed our operations through primarily operating cash flows, private placements of equity securities and convertible debt, debt facilities, common stock rights offerings, and other debt transactions. For the six months ended June 30, 2024, we incurred a net loss of $ 8.3 10.8 5.5 Debt Use of Estimates The preparation of the condensed consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment; goodwill, intangible assets and liabilities; valuation allowances for trade receivables, inventory, deferred income tax assets and liabilities; current and long-term lease obligations and corresponding right-of-use asset; estimates for the fair value of assets acquired as part of business combinations; and estimates for the fair value of long-term debt, stock options and other equity awards upon which the Company determines stock-based compensation expense. Actual results could differ from those estimates. Restricted Cash Cash and cash equivalents classified as restricted cash on the Company’s condensed consolidated balance sheets are restricted as to withdrawal or use under the terms of certain contractual agreements. The June 30, 2024 and December 31, 2023 balances included lockbox deposits that are temporarily restricted due to timing at the period end. The lockbox deposits are applied against the Company’s line of credit the next business day. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash balances primarily with two financial institutions. These balances generally exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in cash and cash equivalents. Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. No Goodwill Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized. Instead, they are tested for impairment at least annually, and whenever events or circumstances indicate, the carrying amount of the asset may not be recoverable. No Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation The Company accounts for stock-based compensation for restricted stock units at their fair value, based on the closing market price of the Company’s common stock on the date of grant. These costs are recognized on a straight-line basis over the requisite service period, which is usually the vesting period. The Company accounts for stock-based compensation for performance stock units with market-based conditions at their fair value on the date of the award using the Monte Carlo simulation model. These costs are recognized over the requisite service period, which is usually the vesting period, regardless of the likelihood of achievement of the market-based performance criteria. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net loss per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the three and six months ended June 30, 2024 and 2023, as shares issuable upon the exercise of stock options and warrants were anti-dilutive as a result of the net losses incurred for those periods. Our diluted earnings per share is the same as basic earnings per share, as the effects of including 24,597,501 18,885,572 Foreign Currency The Company generates revenues outside the United States in multiple foreign currencies including euros, Swiss francs, British pounds and in U.S. dollar-denominated transactions conducted with customers who generate revenue in currencies other than the U.S. dollar. The Company also incurs operating expenses in euros, Swiss francs and British pounds. All assets and liabilities of foreign subsidiaries which have a functional currency other than the U.S. dollar are translated at the rate of exchange at period-end, while elements of the income statement are translated at the average exchange rates in effect during the period. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income. Foreign currency transaction gains and losses are reported in other income, net. Fair Value of Financial Instruments The carrying values of financial instruments, including trade accounts receivable, accounts payable, accrued liabilities, and long-term debt, approximate their fair values based on terms and related interest rates as of June 30, 2024 and December 31, 2023. |
Acquisition of Coflex and CoFix
Acquisition of Coflex and CoFix Product Lines | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisition of Coflex and CoFix Product Lines | (2) Acquisition of Coflex and CoFix Product Lines On February 28, 2023, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Surgalign SPV, Inc. (“Surgalign SPV”), a wholly owned subsidiary of Surgalign Spine Technologies, Inc., (“Seller”), Seller and Surgalign Holdings, Inc., pursuant to which the Company purchased all of the issued and outstanding shares of common stock of Surgalign SPV, which shares constituted all of the outstanding equity of Surgalign SPV, for an aggregate purchase price of $ 17.0 Immediately prior to the Closing, Seller and its affiliates transferred and assigned to Surgalign SPV, a newly formed entity wholly owned by Seller, certain intellectual property, contractual rights and other assets related to the design, manufacture, sale and distribution of Seller’s Coflex and CoFix products in the United States (the “Coflex Business”). The Coflex and CoFix products have been approved by the U.S. Food and Drug Administration for the treatment of moderate to severe lumbar spinal stenosis in conjunction with decompression and provide minimally invasive, motion preserving stabilization. In conjunction with the Equity Purchase Agreement, on February 28, 2023, the Company entered into a Transition Services Agreement with Surgalign SVP and Seller, whereby Seller agreed to provide, or cause to be provided, to the Company on and after the effective date of the Equity Purchase Agreement, after giving effect to the Closing, certain transitional services related to the transition of the Coflex Business. The Company funded the Purchase Price with cash on hand and approximately $ 5.0 Debt, The Company recorded the purchase of this acquisition using the acquisition method of accounting and, accordingly, recognized the assets acquired at their fair values as of the date of acquisition. The table below represents the allocation of the total consideration for Surgalign SPV’s assets and liabilities based on management’s estimates of their respective fair values as of February 28, 2023 (in thousands): Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Inventories $ 1,589 Equipment 947 Intangible assets 10,940 Net assets acquired 13,476 Goodwill 3,524 Total purchase consideration $ 17,000 The acquisition was recorded by allocating the costs of the net assets acquired based on their estimated fair values at the acquisition date. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The acquisition strengthened the Company’s spine portfolio with the addition of the Coflex Business. Coflex is a differentiated and minimally invasive motion preserving stabilization implant that is premarket approved by the U.S. Food and Drug Administration for the treatment of moderate to severe lumbar spinal stenosis in conjunction with decompression. This potential benefit resulted in the Company paying a premium for the acquisition resulting in the recognition of $ 3.5 |
Acquisition of Surgalign Holdin
Acquisition of Surgalign Holdings, Inc.’s Hardware and Biologics Business | 6 Months Ended |
Jun. 30, 2024 | |
Acquisition Of Surgalign Holdings Inc.s Hardware And Biologics Business | |
Acquisition of Surgalign Holdings, Inc.’s Hardware and Biologics Business | (3) Acquisition of Surgalign Holdings, Inc.’s Hardware and Biologics Business On August 10, 2023, the Company completed the acquisition (the “Transaction”) of the assets of Surgalign Holdings, Inc. (“Surgalign Holdings”), and its subsidiaries used in Surgalign Holdings’ hardware and biologics business. The acquired assets included specified inventory, intellectual property and intellectual property rights, contracts, equipment and other personal property, records, the outstanding equity securities of Surgalign Holdings’ international subsidiaries, and intangibles that were related to Surgalign Holdings’ hardware and biologics business (collectively, the “Assets”). As part of the Transaction, the Company assumed and certain specified liabilities of Surgalign Holdings (collectively, the “Liabilities”), all pursuant to the Asset Purchase Agreement, dated June 18, 2023, between Surgalign Holdings and us (as amended, the “Asset Purchase Agreement”). The Transaction was conducted through a process supervised by the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) in connection with Surgalign Holdings’ bankruptcy proceedings; and therefore, the Company acquired the Assets with limited representations and warranties. The Bankruptcy Court issued a Sale Order on August 9, 2023 approving and authorizing the Transaction. The Company funded the purchase price of $ 5.0 The Company recorded the purchase of the Transaction using the acquisition method of accounting and, accordingly, recognized the assets acquired at their fair values as of the date of acquisition. The table below represents the allocation of the total consideration for Surgalign Holdings’ assets and liabilities based on management’s estimates of their respective fair values as of August 10, 2023 (in thousands): Schedule of Business Acquisitions Cash $ 1,087 Accounts receivable 1,627 Inventories 15,300 Prepaids and other current assets 825 Equipment 2,067 Right-of-use asset 576 Accounts payable (530 ) Accrued liabilities (1,170 ) Current portion of lease liability (238 ) Fixed assets Intangible assets Lease liability, less current portion (338 ) Net assets acquired 19,206 Bargain purchase gain (11,694 ) Deferred tax liability (1,922 ) Goodwill Total purchase consideration $ 5,590 The Transaction was recorded by allocating the costs of the net assets acquired based on their estimated fair values at the acquisition date. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. ASC 805, Business Combinations 11.7 The Company believes that the Transaction will strengthen our growing orthobiologics and spinal fusion device portfolio, while expanding the Company’s commercial footprint with new contracts and distributors. |
Acquisition of NanOss Productio
Acquisition of NanOss Production Operations | 6 Months Ended |
Jun. 30, 2024 | |
Acquisition Of Nanoss Production Operations | |
Acquisition of NanOss Production Operations | (4) Acquisition of NanOss Production Operations On October 23, 2023, the Company acquired the nanOss production operations from RTI Surgical, Inc. (“RTI”) pursuant to an Asset Purchase Agreement dated October 23, 2023 between the Company and RTI (the “Asset Purchase Agreement”). Under the terms of the Asset Purchase Agreement, the Company acquired certain assets, including equipment and inventory, used in RTI’s synthetic bone graft business and assumed from RTI the lease for the nanOss production facility located in Greenville, North Carolina. The purchase price for the assets was $ 2 0.2 0.6 The Company recorded the purchase of this acquisition using the acquisition method of accounting and, accordingly, recognized the assets acquired at their fair values as of the date of acquisition. The table below represents the allocation of the total consideration for certain RTI assets based on management’s estimates of their respective fair values as of October 23, 2023 (in thousands): Schedule of Business Acquisitions Inventories $ 1,150 Fixed assets 267 Intangible assets 220 Net assets acquired 1,637 Goodwill 573 Total purchase consideration $ 2,210 The following unaudited pro forma combined financial information summarizes the results of operations for the periods indicated as if the acquisition of the assets of Surgalign Holdings, Inc., the acquisition of Surgalign SPV, Inc. and the acquisition of nanOss production operations from RTI Surgical, Inc. had been completed as of January 1, 2023 (in thousands): Schedule of Acquisition Pro Forma Information Six Months Ended June 30, 2023 Revenues $ 68,191 Net loss (5,962 ) Pro forma information reflects adjustments that are expected to have a continuing impact on the Company’s results of operations and are directly attributable to the acquisition of the assets of Surgalign Holdings, Inc., the acquisition of Surgalign SPV, Inc. and the acquisition of nanOss production operations from RTI Surgical, Inc. The unaudited pro forma results include adjustments to reflect the amortization of the inventory step-up and the incremental intangible asset amortization to be incurred based on the values of each identifiable intangible asset. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the transactions had occurred as of January 1, 2023 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (5) Revenue In the United States, the Company generates most of its revenue from independent commissioned sales agents. The Company consigns its orthobiologics products to hospitals and consign or loans its spinal implant sets to independent sales agents. The spinal implant sets typically contain the instruments, disposables, and spinal implants required to complete a surgery. Consigned sets are managed by the sales agent to service hospitals that are high volume users for multiple procedures. The Company ships replacement inventory to independent sales agents to replace the consigned inventory used in surgeries. Loaned sets are returned to the Company’s distribution center, replenished, and made available to sales agents for the next surgical procedure. For each surgical procedure, the sales agent reports use of the product by the hospital and, as soon as practicable thereafter, ensures that the hospital provides a purchase order to the Company. Revenue is recognized upon utilization of product. Additionally, the Company sells product directly to domestic and international stocking resellers, original equipment manufacturer resellers and private label resellers. Upon receipt and acceptance of a purchase order from a stocking reseller, the Company ships product and invoices the reseller. The Company recognizes revenue when the control is transferred upon shipment or upon delivery, based on the customer contract terms and legal requirements, and the transfer of title and risk of loss occurs. There is generally no customer acceptance or other condition that prevents the Company from recognizing revenue in accordance with the delivery terms for these sales transactions. In the normal course of business, the Company accepts returns of product that have not been implanted. Product returns are not material to the Company’s consolidated statements of operations. The Company accounts for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. Payment terms are generally net 30 days from invoice date and some customers are offered discounts for early pay. The consideration for goods or services reflects any fixed amount stated per the contract and estimates for any variable consideration, such as returns, discounts or rebates, to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. For certain sales transactions, we incur GPO fees that are based on a contractual percentage of applicable sales and are treated as consideration payable to a customer and recorded as a reduction of revenue. The Company operates in one Summary of Revenues from Product Lines Three Months Ended Percentage of Three Months Ended Percentage of June 30, 2024 Total Revenue June 30, 2023 Total Revenue Orthobiologics $ 16,128 54 % $ 14,315 71 % Spinal implant 13,815 46 % 5,917 29 % Total revenue $ 29,943 100 % $ 20,232 100 % Six Months Ended Percentage of Six Months Percentage of June 30, 2024 Total Revenue June 30, 2023 Total Revenue Orthobiologics $ 31,544 55 % $ 27,867 73 % Spinal implant 26,272 45 % 10,309 27 % Total revenue $ 57,816 100 % $ 38,176 100 % |
Receivables
Receivables | 6 Months Ended |
Jun. 30, 2024 | |
Credit Loss [Abstract] | |
Receivables | (6) Receivables The Company’s provision for current expected credit loss is determined based on historical collection experience adjusted for current economic conditions affecting collectability. Actual customer collections could differ from estimates. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions to the allowance for credit losses are charged to expense. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | (7) Inventories Inventories consist of the following (in thousands): Schedule of Inventories June 30, 2024 December 31, 2023 Raw materials $ 6,834 $ 7,269 Work in process 2,636 1,562 Finished goods 31,037 28,054 Total $ 40,507 $ 36,885 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | (8) Property and Equipment, Net Property and equipment, net are as follows (in thousands): Schedule of Property and Equipment, Net June 30, 2024 December 31, 2023 Equipment $ 7,015 $ 6,858 Computer equipment 1,372 1,330 Computer software 392 230 Leasehold improvements 4,355 4,347 Surgical instruments 15,376 14,648 Assets not yet in service 877 959 Total cost 29,387 28,372 Less: accumulated depreciation (20,550 ) (19,680 ) Property and equipment, net $ 8,837 $ 8,692 Depreciation expense related to property and equipment, including property under finance leases, for the three months ended June 30, 2024 and 2023 was $ 0.5 0.4 1.1 0.7 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (9) Intangible Assets The following table sets forth information regarding intangible assets (in thousands): Schedule of Intangible of Assets June 30, 2024: Weighted Average Life Cost Accumulated Amortization Net Patents 11 $ 2,777 $ (810 ) $ 1,967 Customer List 6 8,000 (1,778 ) 6,222 Tradenames 10 1,190 (159 ) 1,031 $ 11,967 $ (2,747 ) $ 9,220 December 31, 2023: Weighted Average Life Cost Accumulated Amortization Net Patents 11 $ 2,777 $ (672 ) $ 2,105 Customer List 6 8,000 (1,111 ) 6,889 Tradenames 10 1,190 (99 ) 1,091 $ 11,967 $ (1,882 ) $ 10,085 Amortization expense for both the three months ended June 30, 2024 and 2023 was $ 0.5 0.9 0.6 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | (10) Accrued Liabilities Accrued liabilities consist of the following (in thousands): Schedule of Accrued Liabilities June 30, 2024 December 31, 2023 Cash compensation/commissions payable $ 7,144 $ 8,890 Other accrued liabilities 1,532 1,529 Accrued liabilities $ 8,676 $ 10,419 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | (11) Debt Long-term debt consists of the following (in thousands): Schedule of Long-term Debt June 30, 2024 December 31, 2023 Amounts due under the term loan $ 22,000 $ 17,000 Accrued end-of-term payments 254 456 Less: unamortized debt issuance costs (484 ) (289 ) Long-term debt, less issuance costs $ 21,770 $ 17,167 On March 7, 2024, the Company’s term credit agreement was amended and restated to, among other things, extend the maturity date to March 1, 2029 10.0 7.00 6.50 8.0 17.0 March 1, 2029 On May 14, 2024, the term credit agreement was amended to increase the amount of term loans that may be borrowed by $ 5.0 22.0 2.50 6.50 The effective rate of the term loan, inclusive of amortization of debt issuance costs and accretion of the final payment, was 14.65 9.94 5.1 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | (12) Stock-Based Compensation On July 26, 2023, our stockholders approved and adopted the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), which replaced the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) with respect to future grants of equity awards, although the 2018 Plan continues to govern equity awards granted under the 2018 Plan. The 2023 Plan permits the Board of Directors, or a committee thereof, to grant to eligible employees, non-employee directors, and consultants of the Company non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. The Board of Directors may select 2023 Plan participants and determine the nature and amount of awards to be granted. The maximum number of shares of our common stock available for issuance under the 2023 Plan, subject to adjustment pursuant to the terms of the 2023 Plan, is (i) 5,500,000 7,695,812 6,686,090 Stock Options Stock option activity, including options granted under the 2023 Plan and 2018 Plan, was as follows for the six months ended June 30, 2024 and 2023: Schedule of Share-based Compensation, Stock Options Activity 2024 2023 Shares Weighted Average Price Weighted Average Contract (years) Shares Weighted Average Price Weighted Average Contract (years) Outstanding at January 1 4,875,828 $ 1.31 3,360,664 $ 1.51 Granted — — 130,000 0.74 Cancelled or expired (156,243 ) 1.03 (75,460 ) 18.61 Outstanding at June 30 4,719,585 1.32 7.28 3,415,204 1.49 7.7 Exercisable at June 30 2,313,011 1.46 6.22 1,438,894 1.93 7.3 As of June 30, 2024, there was approximately $ 1.6 2.4 years. Restricted Stock Units Restricted stock unit activity for awards granted under the 2023 Plan and 2018 Plan was as follows for the six months ended June 30, 2024 and 2023: Schedule of Restricted Stock Activity 2024 2023 Shares Weighted Average Fair Value at Grant Date Per Share Shares Weighted Average Fair Value at Grant Date Per Share Outstanding at January 1 3,524,675 $ 1.07 3,612,433 $ 0.88 Granted 2,641,549 0.98 186,831 0.71 Vested (142,327 ) 0.67 (22,245 ) 0.65 Cancelled (155,668 ) 1.03 (494,121 ) 0.54 Outstanding at June 30 5,868,229 $ 1.04 3,282,898 $ 0.92 Total compensation expense related to unvested restricted stock units not yet recognized was $ 4.2 3.1 Performance Stock Units In April 2024, the Company began awarding performance stock units, or PSUs, under the 2023 Plan to certain executive officers and key employees. The Company has awarded an aggregate of 1,772,217 0 200 93.34 4.53 0.06 0 Activity for PSU awards granted under the 2023 Plan was as follows for the six months ended June 30, 2024: Schedule of Performance Stock Activity 2024 Shares Weighted Average Fair Value Outstanding at January 1 — $ — Granted 1,772,217 1.49 Forfeited — — Vested — — Outstanding at June 30 1,772,217 $ 1.49 The total compensation cost related to unvested PSUs was $ 2.4 2.7 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Warrants | |
Warrants | (13) Warrants As of June 30, 2024 and December 31, 2023, there were outstanding and exercisable warrants to purchase 12,237,470 12,187,470 1.53 with a weighted average remaining contractual term of 2.3 2.8 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (14) Commitments and Contingencies Litigation We are subject to potential liabilities under government regulations and various claims and legal actions that are pending or may be asserted from time to time. These matters arise in the ordinary course and conduct of our business and may include, for example, commercial, product liability, intellectual property, and employment matters. We intend to continue to defend the Company vigorously in such matters and, when warranted, take legal action against others. Furthermore, we regularly assess contingencies to determine the degree of probability and range of possible loss for potential accrual in our financial statements. An estimated loss contingency is accrued in our financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on our assessment, we have adequately accrued an amount for contingent liabilities currently in existence. We do not accrue amounts for liabilities that we do not believe are probable or that we consider immaterial to our overall financial position. Litigation is inherently unpredictable, and unfavorable resolutions could occur. As a result, assessing contingencies is highly subjective and requires judgment about future events. While we do not believe that the ultimate resolution of any claims and lawsuits will have a material adverse effect upon our consolidated financial position, results of operations or cash flows, it is possible that the amount of ultimate loss may exceed our current accruals and that our cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. Indemnification Arrangements Our indemnification arrangements generally include limited warranties and certain provisions for indemnifying customers against liabilities if our products or services infringe a third-party’s intellectual property rights. To date, we have not incurred any material costs as a result of such warranties or indemnification provisions and have not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (15) Income Taxes Information on the Company’s income taxes for the periods reported is as follows: Schedule of Income Taxes 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income tax expense from continuing operations $ 36 $ 13 $ 104 $ 26 Income from continuing operations before income taxes $ (3,825 ) $ (2,177 ) $ (8,157 ) $ (4,242 ) Effective income tax rate - 1.0 % - 0.6 % - 1.3 % - 0.6 % Our effective tax rate for the for the three and six months ended June 30, 2024 differs from the statutory rate due to a valuation allowance against deferred tax assets, offset by the impact of cash state and foreign taxes. Our effective tax rate for the three and six months ended June 30, 2023 differs from the statutory rate due to a valuation allowance against deferred tax assets, offset by the impact of cash state taxes. As of June 30, 2024, the Company is not currently under examination by tax authorities. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | (16) Supplemental Disclosure of Cash Flow Information Supplemental cash flow information is as follows (in thousands): Schedule of Supplemental Cash Flow Information 2024 2023 Six Months Ended June 30, 2024 2023 Cash paid during the period for: Interest $ 774 $ 1,171 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (17) Related Party Transactions As described in more detail under Note 1, “ Business Description and Summary of Significant Accounting Policies, Related Party Transactions, 56.2 All related party transactions are reviewed and approved by the Audit Committee or the disinterested members of the full Board of Directors. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | (18) Segment and Geographic Information The Company operates in one Schedule of Revenues by Geographical Region 2024 2023 Three Months Ended 2024 2023 United States $ 26,276 $ 19,987 Rest of world 3,667 245 Total revenue $ 29,943 $ 20,232 2024 2023 Six Months Ended 2024 2023 United States $ 51,409 $ 37,501 Rest of world 6,407 675 Total revenue $ 57,816 $ 38,176 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | (19) Subsequent Event On August 7, 2024, the Company entered into a securities purchase agreement with an accredited investor to sell shares of its common stock in a private placement. The Company agreed to issue an aggregate of 7.8 0.64 5.0 |
Business Description, Basis o_2
Business Description, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Xtant Medical Holdings, Inc. (“Xtant”), a Delaware corporation, and its wholly owned subsidiaries, which are jointly referred to herein as “Xtant” or the “Company”. The terms “we,” “us” and “our” also refer to Xtant. All intercompany balances and transactions have been eliminated in consolidation. Xtant is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics and spinal implant systems to facilitate spinal fusion in complex spine, deformity, and degenerative procedures. The accompanying condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. They do not include all disclosures required by generally accepted accounting principles for annual consolidated financial statements, but in the opinion of management include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results that may be achieved in the future for the full year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, which are included in Xtant’s Annual Report on Form 10-K for the year ended December 31, 2023. The accounting policies set forth in those annual consolidated financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated financial statements, except as modified for appropriate interim consolidated financial statement presentation. |
Liquidity | Liquidity Since our inception, we have financed our operations through primarily operating cash flows, private placements of equity securities and convertible debt, debt facilities, common stock rights offerings, and other debt transactions. For the six months ended June 30, 2024, we incurred a net loss of $ 8.3 10.8 5.5 Debt |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment; goodwill, intangible assets and liabilities; valuation allowances for trade receivables, inventory, deferred income tax assets and liabilities; current and long-term lease obligations and corresponding right-of-use asset; estimates for the fair value of assets acquired as part of business combinations; and estimates for the fair value of long-term debt, stock options and other equity awards upon which the Company determines stock-based compensation expense. Actual results could differ from those estimates. |
Restricted Cash | Restricted Cash Cash and cash equivalents classified as restricted cash on the Company’s condensed consolidated balance sheets are restricted as to withdrawal or use under the terms of certain contractual agreements. The June 30, 2024 and December 31, 2023 balances included lockbox deposits that are temporarily restricted due to timing at the period end. The lockbox deposits are applied against the Company’s line of credit the next business day. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash balances primarily with two financial institutions. These balances generally exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in cash and cash equivalents. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. No |
Goodwill | Goodwill Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized. Instead, they are tested for impairment at least annually, and whenever events or circumstances indicate, the carrying amount of the asset may not be recoverable. No |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation The Company accounts for stock-based compensation for restricted stock units at their fair value, based on the closing market price of the Company’s common stock on the date of grant. These costs are recognized on a straight-line basis over the requisite service period, which is usually the vesting period. The Company accounts for stock-based compensation for performance stock units with market-based conditions at their fair value on the date of the award using the Monte Carlo simulation model. These costs are recognized over the requisite service period, which is usually the vesting period, regardless of the likelihood of achievement of the market-based performance criteria. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net loss per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the three and six months ended June 30, 2024 and 2023, as shares issuable upon the exercise of stock options and warrants were anti-dilutive as a result of the net losses incurred for those periods. Our diluted earnings per share is the same as basic earnings per share, as the effects of including 24,597,501 18,885,572 |
Foreign Currency | Foreign Currency The Company generates revenues outside the United States in multiple foreign currencies including euros, Swiss francs, British pounds and in U.S. dollar-denominated transactions conducted with customers who generate revenue in currencies other than the U.S. dollar. The Company also incurs operating expenses in euros, Swiss francs and British pounds. All assets and liabilities of foreign subsidiaries which have a functional currency other than the U.S. dollar are translated at the rate of exchange at period-end, while elements of the income statement are translated at the average exchange rates in effect during the period. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income. Foreign currency transaction gains and losses are reported in other income, net. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of financial instruments, including trade accounts receivable, accounts payable, accrued liabilities, and long-term debt, approximate their fair values based on terms and related interest rates as of June 30, 2024 and December 31, 2023. |
Acquisition of Coflex and CoF_2
Acquisition of Coflex and CoFix Product Lines (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Inventories $ 1,589 Equipment 947 Intangible assets 10,940 Net assets acquired 13,476 Goodwill 3,524 Total purchase consideration $ 17,000 |
Acquisition of Surgalign Hold_2
Acquisition of Surgalign Holdings, Inc.’s Hardware and Biologics Business (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Surgalign Holdings Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Business Acquisitions | Schedule of Business Acquisitions Cash $ 1,087 Accounts receivable 1,627 Inventories 15,300 Prepaids and other current assets 825 Equipment 2,067 Right-of-use asset 576 Accounts payable (530 ) Accrued liabilities (1,170 ) Current portion of lease liability (238 ) Fixed assets Intangible assets Lease liability, less current portion (338 ) Net assets acquired 19,206 Bargain purchase gain (11,694 ) Deferred tax liability (1,922 ) Goodwill Total purchase consideration $ 5,590 |
Acquisition of NanOss Product_2
Acquisition of NanOss Production Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Acquisition Pro Forma Information | Schedule of Acquisition Pro Forma Information Six Months Ended June 30, 2023 Revenues $ 68,191 Net loss (5,962 ) |
Nan Oss Production Operations [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Business Acquisitions | Schedule of Business Acquisitions Inventories $ 1,150 Fixed assets 267 Intangible assets 220 Net assets acquired 1,637 Goodwill 573 Total purchase consideration $ 2,210 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenues from Product Lines | Summary of Revenues from Product Lines Three Months Ended Percentage of Three Months Ended Percentage of June 30, 2024 Total Revenue June 30, 2023 Total Revenue Orthobiologics $ 16,128 54 % $ 14,315 71 % Spinal implant 13,815 46 % 5,917 29 % Total revenue $ 29,943 100 % $ 20,232 100 % Six Months Ended Percentage of Six Months Percentage of June 30, 2024 Total Revenue June 30, 2023 Total Revenue Orthobiologics $ 31,544 55 % $ 27,867 73 % Spinal implant 26,272 45 % 10,309 27 % Total revenue $ 57,816 100 % $ 38,176 100 % |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): Schedule of Inventories June 30, 2024 December 31, 2023 Raw materials $ 6,834 $ 7,269 Work in process 2,636 1,562 Finished goods 31,037 28,054 Total $ 40,507 $ 36,885 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net are as follows (in thousands): Schedule of Property and Equipment, Net June 30, 2024 December 31, 2023 Equipment $ 7,015 $ 6,858 Computer equipment 1,372 1,330 Computer software 392 230 Leasehold improvements 4,355 4,347 Surgical instruments 15,376 14,648 Assets not yet in service 877 959 Total cost 29,387 28,372 Less: accumulated depreciation (20,550 ) (19,680 ) Property and equipment, net $ 8,837 $ 8,692 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible of Assets | The following table sets forth information regarding intangible assets (in thousands): Schedule of Intangible of Assets June 30, 2024: Weighted Average Life Cost Accumulated Amortization Net Patents 11 $ 2,777 $ (810 ) $ 1,967 Customer List 6 8,000 (1,778 ) 6,222 Tradenames 10 1,190 (159 ) 1,031 $ 11,967 $ (2,747 ) $ 9,220 December 31, 2023: Weighted Average Life Cost Accumulated Amortization Net Patents 11 $ 2,777 $ (672 ) $ 2,105 Customer List 6 8,000 (1,111 ) 6,889 Tradenames 10 1,190 (99 ) 1,091 $ 11,967 $ (1,882 ) $ 10,085 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): Schedule of Accrued Liabilities June 30, 2024 December 31, 2023 Cash compensation/commissions payable $ 7,144 $ 8,890 Other accrued liabilities 1,532 1,529 Accrued liabilities $ 8,676 $ 10,419 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands): Schedule of Long-term Debt June 30, 2024 December 31, 2023 Amounts due under the term loan $ 22,000 $ 17,000 Accrued end-of-term payments 254 456 Less: unamortized debt issuance costs (484 ) (289 ) Long-term debt, less issuance costs $ 21,770 $ 17,167 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options Activity | Stock option activity, including options granted under the 2023 Plan and 2018 Plan, was as follows for the six months ended June 30, 2024 and 2023: Schedule of Share-based Compensation, Stock Options Activity 2024 2023 Shares Weighted Average Price Weighted Average Contract (years) Shares Weighted Average Price Weighted Average Contract (years) Outstanding at January 1 4,875,828 $ 1.31 3,360,664 $ 1.51 Granted — — 130,000 0.74 Cancelled or expired (156,243 ) 1.03 (75,460 ) 18.61 Outstanding at June 30 4,719,585 1.32 7.28 3,415,204 1.49 7.7 Exercisable at June 30 2,313,011 1.46 6.22 1,438,894 1.93 7.3 |
Schedule of Restricted Stock Activity | Restricted stock unit activity for awards granted under the 2023 Plan and 2018 Plan was as follows for the six months ended June 30, 2024 and 2023: Schedule of Restricted Stock Activity 2024 2023 Shares Weighted Average Fair Value at Grant Date Per Share Shares Weighted Average Fair Value at Grant Date Per Share Outstanding at January 1 3,524,675 $ 1.07 3,612,433 $ 0.88 Granted 2,641,549 0.98 186,831 0.71 Vested (142,327 ) 0.67 (22,245 ) 0.65 Cancelled (155,668 ) 1.03 (494,121 ) 0.54 Outstanding at June 30 5,868,229 $ 1.04 3,282,898 $ 0.92 |
Schedule of Performance Stock Activity | Activity for PSU awards granted under the 2023 Plan was as follows for the six months ended June 30, 2024: Schedule of Performance Stock Activity 2024 Shares Weighted Average Fair Value Outstanding at January 1 — $ — Granted 1,772,217 1.49 Forfeited — — Vested — — Outstanding at June 30 1,772,217 $ 1.49 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | Information on the Company’s income taxes for the periods reported is as follows: Schedule of Income Taxes 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income tax expense from continuing operations $ 36 $ 13 $ 104 $ 26 Income from continuing operations before income taxes $ (3,825 ) $ (2,177 ) $ (8,157 ) $ (4,242 ) Effective income tax rate - 1.0 % - 0.6 % - 1.3 % - 0.6 % |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information is as follows (in thousands): Schedule of Supplemental Cash Flow Information 2024 2023 Six Months Ended June 30, 2024 2023 Cash paid during the period for: Interest $ 774 $ 1,171 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Revenues by Geographical Region | Schedule of Revenues by Geographical Region 2024 2023 Three Months Ended 2024 2023 United States $ 26,276 $ 19,987 Rest of world 3,667 245 Total revenue $ 29,943 $ 20,232 2024 2023 Six Months Ended 2024 2023 United States $ 51,409 $ 37,501 Rest of world 6,407 675 Total revenue $ 57,816 $ 38,176 |
Business Description, Basis o_3
Business Description, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net loss | $ (3,861,000) | $ (4,400,000) | $ (2,190,000) | $ (2,078,000) | $ (8,261,000) | $ (4,268,000) |
Cash flows from operating activities | (10,843,000) | (4,766,000) | ||||
Cash equivalents | 5,500,000 | 5,500,000 | ||||
Impairments of long-lived assets | 0 | 0 | 0 | 0 | ||
Impairments of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | ||
Warrant [Member] | Restricted Stock [Member] | ||||||
Antidilutive securities | 24,597,501 | 18,885,572 | 24,597,501 | 18,885,572 |
Schedule of Recognized Identifi
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Feb. 28, 2023 |
Business Acquisition [Line Items] | |||
Net assets acquired | $ 11,700 | ||
Goodwill | $ 7,302 | $ 7,302 | |
Surgalign SPV, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Inventories | $ 1,589 | ||
Equipment | 947 | ||
Intangible assets | 10,940 | ||
Net assets acquired | 13,476 | ||
Goodwill | 3,524 | ||
Total purchase consideration | $ 17,000 |
Acquisition of Coflex and CoF_3
Acquisition of Coflex and CoFix Product Lines (Details Narrative) - USD ($) $ in Thousands | Feb. 28, 2023 | Jun. 30, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 7,302 | $ 7,302 | |
Surgalign SPV, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 3,524 | ||
Equity Purchase Agreement [Member] | Surgalign SPV, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price in cash | 17,000 | ||
Indebtedness incurred under term loan | $ 5,000 |
Schedule of Business Acquisitio
Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | Oct. 23, 2023 | Aug. 10, 2023 | Jun. 30, 2024 | Dec. 31, 2023 |
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | $ 7,302 | $ 7,302 | ||
Surgalign Holdings Inc [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cash | $ 1,087 | |||
Accounts receivable | 1,627 | |||
Inventories | 15,300 | |||
Prepaids and other current assets | 825 | |||
Equipment | 2,067 | |||
Right-of-use asset | 576 | |||
Accounts payable | (530) | |||
Accrued liabilities | (1,170) | |||
Current portion of lease liability | (238) | |||
Lease liability, less current portion | (338) | |||
Net assets acquired | 19,206 | |||
Bargain purchase gain | (11,694) | |||
Deferred tax liability | (1,922) | |||
Total purchase consideration | $ 5,590 | |||
Nan Oss Production Operations [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Inventories | $ 1,150 | |||
Fixed assets | 267 | |||
Intangible assets | 220 | |||
Net assets acquired | 1,637 | |||
Goodwill | 573 | |||
Total purchase consideration | $ 2,210 |
Acquisition of Surgalign Hold_3
Acquisition of Surgalign Holdings, Inc.’s Hardware and Biologics Business (Details Narrative) - USD ($) $ in Millions | Aug. 09, 2023 | Dec. 31, 2023 |
Restructuring Cost and Reserve [Line Items] | ||
Purchase consideration | $ 11.7 | |
Surgalign Holdings [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Purchase price consideration | $ 5 |
Schedule of Acquisition Pro For
Schedule of Acquisition Pro Forma Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Schedule Of Acquisition Pro Forma Information | |
Revenues | $ 68,191 |
Net loss | $ (5,962) |
Acquisition of NanOss Product_3
Acquisition of NanOss Production Operations (Details Narrative) - USD ($) $ in Thousands | Oct. 23, 2023 | Jun. 30, 2024 | Dec. 31, 2023 |
Restructuring Cost and Reserve [Line Items] | |||
Goodwill | $ 7,302 | $ 7,302 | |
Nan Oss Production Operations [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Purchase price for the assets | $ 2,210 | ||
Contingent payments | 200 | ||
Goodwill | $ 573 |
Summary of Revenues from Produc
Summary of Revenues from Product Lines (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 29,943 | $ 20,232 | $ 57,816 | $ 38,176 |
Percentage of total revenue | 100% | 100% | 100% | 100% |
Orthobiologics [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 16,128 | $ 14,315 | $ 31,544 | $ 27,867 |
Percentage of total revenue | 54% | 71% | 55% | 73% |
Spinal Implant [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 13,815 | $ 5,917 | $ 26,272 | $ 10,309 |
Percentage of total revenue | 46% | 29% | 45% | 27% |
Revenue (Details Narrative)
Revenue (Details Narrative) | 6 Months Ended |
Jun. 30, 2024 Segment | |
Revenue from Contract with Customer [Abstract] | |
Number of reportable segment | 1 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,834 | $ 7,269 |
Work in process | 2,636 | 1,562 |
Finished goods | 31,037 | 28,054 |
Total | $ 40,507 | $ 36,885 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 29,387 | $ 28,372 |
Less: accumulated depreciation | (20,550) | (19,680) |
Property and equipment, net | 8,837 | 8,692 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 7,015 | 6,858 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,372 | 1,330 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 392 | 230 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,355 | 4,347 |
Surgical Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 15,376 | 14,648 |
Assets Not Yet in Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 877 | $ 959 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expenses | $ 0.5 | $ 0.4 | $ 1.1 | $ 0.7 |
Schedule of Intangible of Asset
Schedule of Intangible of Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 11,967 | $ 11,967 |
Accumulated amortization | (2,747) | (1,882) |
Intangible assets, net | $ 9,220 | $ 10,085 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted avereage life | 11 years | 11 years |
Intangible assets, gross | $ 2,777 | $ 2,777 |
Accumulated amortization | (810) | (672) |
Intangible assets, net | $ 1,967 | $ 2,105 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted avereage life | 6 years | 6 years |
Intangible assets, gross | $ 8,000 | $ 8,000 |
Accumulated amortization | (1,778) | (1,111) |
Intangible assets, net | $ 6,222 | $ 6,889 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted avereage life | 10 years | 10 years |
Intangible assets, gross | $ 1,190 | $ 1,190 |
Accumulated amortization | (159) | (99) |
Intangible assets, net | $ 1,031 | $ 1,091 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0.5 | $ 0.5 | $ 0.9 | $ 0.6 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Cash compensation/commissions payable | $ 7,144 | $ 8,890 |
Other accrued liabilities | 1,532 | 1,529 |
Accrued liabilities | $ 8,676 | $ 10,419 |
Schedule of Long-term Debt (Det
Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Amounts due under the term loan | $ 22,000 | $ 17,000 |
Accrued end-of-term payments | 254 | 456 |
Less: unamortized debt issuance costs | (484) | (289) |
Long-term debt, less issuance costs | $ 21,770 | $ 17,167 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Millions | Jun. 30, 2024 | May 14, 2024 | Mar. 07, 2024 | Mar. 06, 2024 |
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maturity date | Mar. 01, 2029 | |||
Exit increase fees | 2.50% | |||
Exit fees | 6.50% | |||
Line of credit facility remaining borrowing | $ 5.1 | |||
Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit | $ 5 | |||
Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit | $ 22 | |||
Term Credit Agreements [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit issuance costs | 6.50% | 7% | ||
Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit issuance costs | 14.65% | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit issuance costs | 9.94% | |||
Term Loan Commitment [Member] | Agent and Lenders [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, additional borrowing capacity | $ 10 | |||
Revolving Loan Commitment [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 17 | $ 8 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options Activity (Details) - Equity Option [Member] - 2023 and 2018 Equity Incentive Plan [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares, Outstanding, Beginning balance | 4,875,828 | 3,360,664 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.31 | $ 1.51 |
Shares, Granted | 130,000 | |
Weighted Average Exercise Price, Granted | $ 0.74 | |
Shares, Cancelled or expired | (156,243) | (75,460) |
Weighted Average Exercise Price, Cancelled or expired | $ 1.03 | $ 18.61 |
Shares, Outstanding, Ending balance | 4,719,585 | 3,415,204 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 1.32 | $ 1.49 |
Weighted Average Remaining Contract Term (years), Outstanding | 7 years 3 months 10 days | 7 years 8 months 12 days |
Shares, Exercisable, Ending balance | 2,313,011 | 1,438,894 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 1.46 | $ 1.93 |
Weighted Average Remaining Contract Term (years), Exercisable | 6 years 2 months 19 days | 7 years 3 months 18 days |
Schedule of Restricted Stock Ac
Schedule of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] - 2023 and 2018 Equity Incentive Plan [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares Outstanding, Beginning balance | 3,524,675 | 3,612,433 |
Weighted Average Fair Value at Grant Date Per Share, Outstanding, Beginning balance | $ 1.07 | $ 0.88 |
Shares, Granted | 2,641,549 | 186,831 |
Weighted Average Fair Value at Grant Date Per Share, Granted | $ 0.98 | $ 0.71 |
Shares, Vested | (142,327) | (22,245) |
Weighted Average Fair Value at Grant Date Per Share, Vested | $ 0.67 | $ 0.65 |
Shares, Cancelled | (155,668) | (494,121) |
Weighted Average Fair Value at Grant Date Per Share, Cancelled | $ 1.03 | $ 0.54 |
Shares Outstanding, Ending balance | 5,868,229 | 3,282,898 |
Weighted Average Fair Value at Grant Date Per Share, Outstanding, Ending balance | $ 1.04 | $ 0.92 |
Schedule of Performance Stock A
Schedule of Performance Stock Activity (Details) - Performance Shares [Member] - 2023 Equity Incentive Plan [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares Outstanding, Beginning balance | shares | |
Weighted Average Fair Value at Grant Date Per Share, Outstanding, Beginning balance | $ / shares | |
Shares, Granted | shares | 1,772,217 |
Weighted Average Fair Value, Granted | $ / shares | $ 1.49 |
Shares, Forfeited | shares | |
Weighted Average Fair Value, Forfeited | $ / shares | |
Shares, Vested | shares | |
Weighted Average Fair Value, Vested | $ / shares | |
Shares Outstanding, Ending balance | shares | 1,772,217 |
Weighted Average Fair Value at Grant Date Per Share, Outstanding, Ending balance | $ / shares | $ 1.49 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Apr. 30, 2024 | Jul. 26, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unvested employee stock options not yet recognized | $ 4.2 | |||
Weighted average period | 3 years 1 month 6 days | |||
Performance Shares [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average period | 2 years 8 months 12 days | |||
Compensation cost related to unvested stock units | $ 2.4 | |||
Equity Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unvested employee stock options not yet recognized | $ 1.6 | |||
Weighted average period | 2 years 4 months 24 days | |||
2023 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation, description | The maximum number of shares of our common stock available for issuance under the 2023 Plan, subject to adjustment pursuant to the terms of the 2023 Plan, is (i) 5,500,000 shares of common stock; (ii) 7,695,812 shares of common stock remaining available for issuance under the 2018 Plan but not subject to outstanding awards under the 2018 Plan as of July 26, 2023; and (iii) up to 6,686,090 shares of common stock subject to awards outstanding under the 2018 Plan as of July 26, 2023 but only to the extent such awards are subsequently forfeited, cancelled, expire, or otherwise terminate without the issuance of such shares of common stock after such date | |||
Number of shares available for grant | 5,500,000 | |||
2023 Equity Incentive Plan [Member] | Performance Shares [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares awarded | 1,772,217 | 1,772,217 | ||
Volatility rate | 93.34% | |||
Risk-free interest rate | 4.53% | |||
Share price per share | $ 0.06 | |||
Dividend yield | 0% | |||
2023 Equity Incentive Plan [Member] | Performance Shares [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting rights, percentage | 0% | |||
2023 Equity Incentive Plan [Member] | Performance Shares [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting rights, percentage | 200% | |||
2018 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares available for grant | 7,695,812 | |||
Share based compensation, award outstanding | 6,686,090 |
Warrants (Details Narrative)
Warrants (Details Narrative) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Outstanding and exercisable warrants to purchase | 12,237,470 | 12,187,470 |
Weighted average exercise price | $ 1.53 | $ 1.53 |
Weighted average remaining contractual term | 2 years 3 months 18 days | 2 years 9 months 18 days |
Schedule of Income Taxes (Detai
Schedule of Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense from continuing operations | $ 36 | $ 13 | $ 104 | $ 26 |
Net Loss from Operations Before Provision for Income Taxes | $ (3,825) | $ (2,177) | $ (8,157) | $ (4,242) |
Effective income tax rate | 1% | 0.60% | 1.30% | 0.60% |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 774 | $ 1,171 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Jun. 30, 2024 |
OrbiMed Advisors LLC [Member] | |
Ownership percentage | 56.20% |
Schedule of Revenues by Geograp
Schedule of Revenues by Geographical Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 29,943 | $ 20,232 | $ 57,816 | $ 38,176 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 26,276 | 19,987 | 51,409 | 37,501 |
Rest of World [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 3,667 | $ 245 | $ 6,407 | $ 675 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details Narrative) | 6 Months Ended |
Jun. 30, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 1 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - Securities Purchase Agreement [Member] - Private Placement [Member] $ / shares in Units, shares in Millions, $ in Millions | Aug. 06, 2024 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |
Number of shares | shares | 7.8 |
Share price | $ / shares | $ 0.64 |
Gross proceeds of common stock | $ | $ 5 |