Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-35312 | |
Entity Registrant Name | NUWELLIS, INC. | |
Entity Central Index Key | 0001506492 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 68-0533453 | |
Entity Address, Address Line One | 12988 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 | 345-4200 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | NUWE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,383,539 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 1,023 | $ 3,800 |
Accounts receivable | 1,292 | 1,951 |
Inventories, net | 1,967 | 1,997 |
Other current assets | 544 | 461 |
Total current assets | 4,826 | 8,209 |
Property, plant and equipment, net | 630 | 728 |
Operating lease right-of-use asset | 613 | 713 |
Other assets | 120 | 120 |
TOTAL ASSETS | 6,189 | 9,770 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,028 | 2,380 |
Accrued compensation | 706 | 525 |
Current portion of operating lease liability | 226 | 216 |
Other current liabilities | 56 | 51 |
Total current liabilities | 4,016 | 3,172 |
Common stock warrant liability | 8,579 | 2,843 |
Operating lease liability | 428 | 544 |
Total liabilities | 13,023 | 6,559 |
Commitments and contingencies | ||
Mezzanine Equity | ||
Series J Convertible Preferred Stock as of June 30, 2024 and December 31, 2023, par value $0.0001 per share; authorized 600,000 shares, issued and outstanding 88 and 11,950, respectively | 2 | 221 |
Stockholders' equity (deficit) | ||
Preferred stock | 0 | 0 |
Common stock as of June 30, 2024 and December 31, 2023, par value $0.0001 per share; authorized 100,000,000 shares, issued and outstanding 515,744 and 162,356, respectively | 0 | 0 |
Additional paid-in capital | 292,887 | 290,647 |
Accumulated other comprehensive income: | ||
Foreign currency translation adjustment | (42) | (31) |
Accumulated deficit | (299,681) | (287,626) |
Total stockholders' equity (deficit) | (6,836) | 2,990 |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | 6,189 | 9,770 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock | 0 | 0 |
Series F Convertible Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Stockholders' equity (deficit) | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 39,352,000 | 39,352,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 515,744 | 162,356 |
Common stock, shares outstanding (in shares) | 515,744 | 162,356 |
Series J Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Mezzanine equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Mezzanine equity, shares authorized (in shares) | 600,000 | 600,000 |
Mezzanine equity, shares issued (in shares) | 88 | 11,950 |
Mezzanine equity, shares outstanding (in shares) | 88 | 11,950 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 30,000 | 30,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series F Convertible Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 18,000 | 18,000 |
Preferred stock, shares issued (in shares) | 127 | 127 |
Preferred stock, shares outstanding (in shares) | 127 | 127 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss [Abstract] | ||||
Net sales | $ 2,194 | $ 2,075 | $ 4,051 | $ 3,901 |
Cost of goods sold | 720 | 928 | 1,386 | 1,687 |
Gross profit | 1,474 | 1,147 | 2,665 | 2,214 |
Operating expenses: | ||||
Selling, general and administrative | 3,236 | 4,664 | 7,842 | 10,154 |
Research and development | 558 | 1,505 | 1,892 | 2,933 |
Total operating expenses | 3,794 | 6,169 | 9,734 | 13,087 |
Loss from operations | (2,320) | (5,022) | (7,069) | (10,873) |
Other income (expense), net | 6 | 179 | (95) | 302 |
Financing Expense | (5,607) | 0 | (5,607) | 0 |
Change in fair value of warrant liability | 198 | 0 | 720 | (755) |
Loss before income taxes | (7,723) | (4,843) | (12,051) | (11,326) |
Income tax expense | (2) | (2) | (4) | (4) |
Net loss | (7,725) | (4,845) | (12,055) | (11,330) |
Deemed dividend attributable to Series J Convertible Preferred Stock | 0 | 0 | 541 | 0 |
Net loss attributable to common shareholders | $ (7,725) | $ (4,845) | $ (11,514) | $ (11,330) |
Basic loss per share (in dollars per share) | $ (18.85) | $ (127.65) | $ (40.91) | $ (323.15) |
Diluted loss per share (in dollars per share) | $ (18.85) | $ (127.65) | $ (40.91) | $ (323.15) |
Weighted average shares outstanding - basic (in shares) | 409,690 | 37,949 | 294,649 | 35,060 |
Weighted average shares outstanding - diluted (in shares) | 409,690 | 37,949 | 294,649 | 35,060 |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | $ (2) | $ 1 | $ (11) | $ (6) |
Total comprehensive loss | $ (7,727) | $ (4,844) | $ (12,066) | $ (11,336) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Common Stock [Member] Series I Convertible Preferred Stock [Member] | Common Stock [Member] Series J Convertible Preferred Stock [Member] | Additional Paid in Capital [Member] | Additional Paid in Capital [Member] Series I Convertible Preferred Stock [Member] | Additional Paid in Capital [Member] Series J Convertible Preferred Stock [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Other Comprehensive Income [Member] Series I Convertible Preferred Stock [Member] | Accumulated Other Comprehensive Income [Member] Series J Convertible Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Series I Convertible Preferred Stock [Member] | Accumulated Deficit [Member] Series J Convertible Preferred Stock [Member] | Total | Series I Convertible Preferred Stock [Member] | Series J Convertible Preferred Stock [Member] |
Balance at Dec. 31, 2022 | $ 0 | $ 279,736 | $ 38 | $ (267,417) | $ 12,357 | ||||||||||
Balance (in shares) at Dec. 31, 2022 | 15,326 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | $ 0 | 0 | 0 | (6,485) | (6,485) | ||||||||||
Unrealized foreign currency translation adjustment | 0 | 0 | (7) | 0 | (7) | ||||||||||
Unrealized gain on marketable securities | 0 | 0 | 6 | 0 | 6 | ||||||||||
Stock-based compensation | $ 0 | 181 | 0 | 0 | 181 | ||||||||||
Stock-based compensation (in shares) | 0 | ||||||||||||||
Issuance costs related to ATM offering | $ 0 | (11) | 0 | 0 | (11) | ||||||||||
Issuance of common stock from conversion of Convertible Preferred Stock | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Issuance of common stock from conversion of convertible preferred stock (in shares) | 300 | ||||||||||||||
Reclassification of warrants to equity | 0 | 7,623 | 0 | 0 | 7,623 | ||||||||||
Issuance of common stock from exercise of warrants | $ 0 | 0 | 0 | 0 | 0 | ||||||||||
Issuance of common stock from exercise of warrants (in shares) | 18,858 | ||||||||||||||
Balance at Mar. 31, 2023 | $ 0 | 287,529 | 37 | (273,902) | 13,664 | ||||||||||
Balance (in shares) at Mar. 31, 2023 | 34,484 | ||||||||||||||
Balance at Dec. 31, 2022 | $ 0 | 279,736 | 38 | (267,417) | 12,357 | ||||||||||
Balance (in shares) at Dec. 31, 2022 | 15,326 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (11,330) | ||||||||||||||
Balance at Jun. 30, 2023 | $ 0 | 289,845 | (24) | (278,747) | 11,074 | ||||||||||
Balance (in shares) at Jun. 30, 2023 | 53,265 | ||||||||||||||
Balance at Dec. 31, 2022 | $ 0 | 279,736 | 38 | (267,417) | 12,357 | ||||||||||
Balance (in shares) at Dec. 31, 2022 | 15,326 | ||||||||||||||
Balance at Dec. 31, 2023 | $ 0 | 290,647 | (31) | (287,626) | 2,990 | ||||||||||
Balance (in shares) at Dec. 31, 2023 | 162,356 | ||||||||||||||
Balance at Mar. 31, 2023 | $ 0 | 287,529 | 37 | (273,902) | 13,664 | ||||||||||
Balance (in shares) at Mar. 31, 2023 | 34,484 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | $ 0 | 0 | 0 | (4,845) | (4,845) | ||||||||||
Unrealized foreign currency translation adjustment | 0 | 0 | 0 | 0 | (7) | ||||||||||
Unrealized gain on marketable securities | 0 | 0 | (61) | 0 | (61) | ||||||||||
Stock-based compensation | $ 0 | 197 | 0 | 0 | 197 | ||||||||||
Stock-based compensation (in shares) | 0 | ||||||||||||||
Issuance costs related to ATM offering | $ 0 | (98) | 0 | 0 | (98) | ||||||||||
Issuance of common stock from ATM offering, net | $ 0 | 2,217 | 0 | 0 | 2,217 | ||||||||||
Issuance of common stock, net | 18,781 | ||||||||||||||
Balance at Jun. 30, 2023 | $ 0 | 289,845 | (24) | (278,747) | 11,074 | ||||||||||
Balance (in shares) at Jun. 30, 2023 | 53,265 | ||||||||||||||
Balance at Dec. 31, 2023 | $ 0 | 290,647 | (31) | (287,626) | 2,990 | ||||||||||
Balance (in shares) at Dec. 31, 2023 | 162,356 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | $ 0 | 0 | 0 | (4,330) | (4,330) | ||||||||||
Unrealized foreign currency translation adjustment | 0 | 0 | (9) | 0 | (9) | ||||||||||
Stock-based compensation | $ 0 | 158 | 0 | 0 | 158 | ||||||||||
Stock-based compensation (in shares) | 0 | ||||||||||||||
Issuance of common stock from conversion of Convertible Preferred Stock | $ 0 | $ 1,535 | $ 0 | $ 0 | $ 1,535 | ||||||||||
Issuance of common stock from conversion of convertible preferred stock (in shares) | 31,971 | ||||||||||||||
Series J Convertible Preferred Stock deemed dividend | $ 0 | 541 | 0 | 0 | 541 | ||||||||||
Balance at Mar. 31, 2024 | $ 0 | 292,881 | (40) | (291,956) | 885 | ||||||||||
Balance (in shares) at Mar. 31, 2024 | 194,327 | ||||||||||||||
Balance at Dec. 31, 2023 | $ 0 | 290,647 | (31) | (287,626) | 2,990 | ||||||||||
Balance (in shares) at Dec. 31, 2023 | 162,356 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (12,055) | ||||||||||||||
Balance at Jun. 30, 2024 | $ 0 | 292,887 | (42) | (299,681) | (6,836) | ||||||||||
Balance (in shares) at Jun. 30, 2024 | 515,744 | ||||||||||||||
Balance at Mar. 31, 2024 | $ 0 | 292,881 | (40) | (291,956) | 885 | ||||||||||
Balance (in shares) at Mar. 31, 2024 | 194,327 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | $ 0 | 0 | 0 | (7,725) | (7,725) | ||||||||||
Unrealized foreign currency translation adjustment | 0 | 0 | (2) | 0 | (2) | ||||||||||
Stock-based compensation | $ 0 | 115 | 0 | 0 | 115 | ||||||||||
Stock-based compensation (in shares) | 0 | ||||||||||||||
Issuance of common stock, net | $ 0 | (109) | 0 | 0 | (109) | ||||||||||
Issuance of common stock, net | 321,417 | ||||||||||||||
Balance at Jun. 30, 2024 | $ 0 | $ 292,887 | $ (42) | $ (299,681) | $ (6,836) | ||||||||||
Balance (in shares) at Jun. 30, 2024 | 515,744 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Operating Activities: | |||||||
Net loss | $ (7,725) | $ (4,330) | $ (4,845) | $ (6,485) | $ (12,055) | $ (11,330) | |
Adjustments to reconcile net loss to cash flows used in operating activities: | |||||||
Depreciation and amortization | 151 | 169 | |||||
Stock-based compensation expense | 273 | 378 | |||||
Change in fair value of warrant liability | (198) | 0 | (720) | 755 | |||
Warrant financing costs | 5,607 | 0 | 5,607 | 0 | |||
Net realized gain on marketable securities | 0 | (65) | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 659 | 230 | |||||
Inventory, net | 30 | (72) | |||||
Other current assets | (395) | (547) | |||||
Other assets and liabilities | 5 | (20) | |||||
Accounts payable and accrued expenses | 829 | (856) | |||||
Net cash used in operating activities | (5,616) | (11,358) | |||||
Investing Activities: | |||||||
Proceeds from sale of marketable securities | 0 | 578 | |||||
Additions to intangible assets | 0 | (99) | |||||
Purchases of property and equipment | (53) | (64) | |||||
Net cash provided by (used in) investing activities | (53) | 415 | |||||
Financing Activities: | |||||||
Issuance of common stock from offering | 2,403 | 0 | |||||
Proceeds from the exercise of Series J Convertible Preferred Warrants | 500 | 0 | |||||
Proceeds from ATM stock offerings, net | 0 | 2,108 | |||||
Net cash provided by financing activities | 2,903 | 2,108 | |||||
Effect of exchange rate changes on cash | (11) | (6) | |||||
Net decrease in cash and cash equivalents | (2,777) | (8,841) | |||||
Cash and cash equivalents - beginning of period | $ 3,800 | $ 17,737 | 3,800 | 17,737 | $ 17,737 | ||
Cash and cash equivalents - end of period | 1,023 | 8,896 | 1,023 | 8,896 | $ 3,800 | ||
Supplemental cash flow information | |||||||
Issuance of Series J Preferred Stock for exercise of Warrants | 1,857 | 0 | |||||
Issuance of Common Stock for conversion of Series J Preferred Stock | 1,535 | 0 | |||||
Deemed dividend on Series J Preferred Stock | $ 0 | $ 0 | (541) | 0 | |||
Common stock offering costs included in prepaids | $ 306 | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Nature of Business and Basis of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | Note 1 – Nature of Business and Basis of Presentation Nature of Business: In August 2016, the Company acquired the business associated with the Aquadex System (the “Aquadex Business”) from a subsidiary of Baxter International, Inc. (“Baxter”), and refocused its strategy to fully devote its resources to the Aquadex Business. On April 27, 2021, the Company announced that it was changing its name from CHF Solutions, Inc. to Nuwellis, Inc. to reflect the expansion of its customer base from treating fluid imbalance resulting from congestive heart failure to also include critical care and pediatric applications. Principles of Consolidation: These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Going Concern: The Company’s consolidated financial statements have been prepared and presented on a basis assuming it continues as a going concern. During the years ended December 31, 2023 and 2022 and through June 30, 2024, the Company incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. Since the company’s inception and as of June 30 generating additional clinical evidence supporting the efficacy of the Aquadex System, On April 30, the Company closed on a best efforts public offering of 240,571 shares of its common stock, 80,854 shares of its common stock for pre-funded warrants and warrants to purchase up to an aggregate of 482,146 shares of its common stock at a combined public offering price $8.40 per share. All pre-funded warrants were exercised on the date of the offering. Each share of common stock (or prefunded warrant in lieu thereof) was sold together with one warrant to purchase one and a half The common warrants contain a reset of the exercise price, effective upon the Warrant Stockholder Approval, to a price equal to the lesser of (i) the then exercise price, (ii) the lowest volume weighted average price for the five The gross proceeds to the Company from the offering , before On July 24, 2024, the Company announced that it had entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of 469,340 shares of the Company’s common stock at a price of $4.24 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue to the investors warrants to purchase up to 938,680 shares of common stock. The warrants have an exercise price of $3.99 per share, will be exercisable immediately following the date of issuance and will have a term of five years from the date of issuance. The closing of the registered direct offering and the concurrent private placement occurred on or about July 25, 2024, subject to the satisfaction of the customary closing conditions. The gross proceeds to the Company from the registered direct offering and the concurrent private placement, before deducting the placement agent fees and other offering expenses payable by the Company, were approximately $2.0 million. The Company intends to use the net proceeds from the offering for working capital and for general corporate purposes. Understanding the near-term need to raise capital, the Company has recently undertaken steps to reduce our monthly cash burn rate by approximately 40%, balanced against our strategic growth initiatives, which will provide more flexibility in anticipation of tougher capital market conditions for microcap companies like Nuwellis. These reductions include, but are not limited to the following: selected job eliminations, a reduction of the salaries for members of senior management, no merit increases to the base salaries of any named executive officer or employee in 2024 for performance provided during the fiscal year ended December 31, 2023, no cash bonuses to any named executive officer or employee in 2024 for performance provided during the fiscal year ended December 31, 2023, a reduction in Board of Director and committee fees, temporary suspension of company 401k match, travel reductions, and reductions to select professional services. The Company believes that its existing capital resources will be sufficient to support its operating plan through October 31, 2024. However, the Company will seek to raise additional capital to support its growth or other strategic initiatives through debt, equity or a combination thereof. There can be no assurance we will be successful in raising additional capital. Revenue Recognition: For the three months ended June 30, 2024, two customers represented 16% and 12% of net sales. For the six months ended June 30, 2024, two customers each represented 19% and 11% of net sales. For the three months ended June 30, 2023, two customers represented 16% and 13% of net sales. For the six months ended June 30, 2023, two customers each represented 14% and 13% of net sales. Accounts Receivable: Accounts receivable are unsecured, are recorded at net realizable value, and do not bear interest. The Company makes judgments as to its ability to collect outstanding receivables based upon significant patterns of collectability, historical experience, and management’s evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. Payment is generally due 30 days from June 30 June 30 Inventories : Inventories represent finished goods purchased from the Company’s suppliers and are recorded as the lower of cost or net realizable value using the first-in, first-out method. Overhead is allocated to manufactured finished goods inventory based on the normal capacity of the Company’s production facilities. Abnormal amounts of overhead, if any, are expensed as incurred. Inventories consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Finished Goods $ 470 $ 393 Work in Process 307 207 Raw Materials 1,234 1,472 Inventory Reserves (44 ) (75 ) Total $ 1,967 $ 1,997 Loss per Share : Basic loss per share is computed based on the net loss for each period divided by the weighted average number of common shares outstanding. See Note 3 – Stockholders’ Equity below for additional disclosures. Diluted earnings per share is computed based on the net loss allocable to common stockholders for each period divided by the weighted average number of common shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued, and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Potentially dilutive shares of common stock include shares underlying outstanding convertible preferred stock, warrants, stock options and other stock-based awards granted under stock-based compensation plans. The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: June 30 2024 2023 Stock options 3,979 3,164 Warrants to purchase common stock 543,232 37,401 Series F convertible preferred stock 15,240 254 Series J convertible preferred stock 62 — Total 562,513 40,819 The following table reconciles reported net loss with reported net loss per share for each of the three and six months ended June 30: Three months ended June 30 Six months ended June 30 2024 2023 2024 2023 (in thousands, except per share amounts) Net loss $ (7,725 ) $ (4,845 ) $ (12,055 ) $ (11,330 ) Deemed dividend attributable to Series J Convertible Preferred Stock — — 541 — Net loss attributable to common shareholders $ (7,725 ) $ (4,845 ) $ (11,514 ) $ (11,330 ) Weighted average shares outstanding 410 38 295 35 Basic and diluted loss per share $ (18.85 ) $ (127.65 ) $ (40.91 ) $ (323.15 ) Subsequent Events: The Company evaluates events through the date the condensed consolidated financial statements are filed for events requiring adjustment to or disclosure in the condensed consolidated financial statements. See note 9 – Subsequent Events for additional disclosures. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 2 – Revenue Recognition Net Sales: International revenue represents 3% and 5% of net sales for the three months ended June 30, 2024 and 2023, and 4% of net sales for both the six months ended June 30 , 2024 and 2023 , Revenue from product sales is recognized when the customer or distributor obtains control of the product, which occurs at a point in time, most frequently upon shipment of the product or receipt of the product, depending on shipment terms. The Company’s standard shipping terms are FOB shipping point unless the customer requests that control and title to the inventory transfer upon delivery. Revenue is measured as the amount of consideration we expect to receive, adjusted for any applicable estimates of variable consideration and other factors affecting the transaction price, which is based on the invoiced price, in exchange for transferring products. All revenue is recognized when the Company satisfies its performance obligations under the contract. The majority of the Company’s contracts have a single performance obligation and are short term in nature. The Company has entered into extended service plans with customers whose related revenue is recognized over time. This revenue represents less than 1% of net sales for the three and six months ended June 30, 2024 and 2023. The unfulfilled performance obligations related to these extended service plans are included in deferred revenue, which is included in other current liabilities on the condensed consolidated balance sheets. The majority of the deferred revenue is expected to be recognized within one year. Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. Revenue includes shipment and handling fees charged to customers. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. Product Returns : The Company offers customers a limited right of return for its products in case of non-conformity or performance issues. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities using available industry data and its own historical sales and returns information. The Company has received minimal returns to date and believes that future returns of its products will be minimal. Therefore, revenue recognized is not currently impacted by variable consideration related to product returns. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 3 – Stockholders’ Equity Series F Convertible Preferred Stock : On November 27, 2017, the Company closed on an underwritten public offering of Series F convertible preferred stock and warrants to purchase shares of common stock As of July 25, 2024 (the most recent stock offering), the conversion price of the Series F convertible preferred stock was recalculated to $235.85. As of June 30, 2024 and December 31, 2023, 127 shares of the Series F convertible preferred stock remained outstanding. 2023 At-the-Market Program: Supply Agreement Warrants “Supply Agreement” “DaVita” “Pilot” “Ultrafiltration Services Approval” In conjunction with the Supply Agreement, the Company issued DaVita a warrant to purchase up to an aggregate of 36,830 shares of common stock of the Company, par value $0.0001 per share, at an exercise price of $115.49 per share (the “DaVita Warrant” The Company evaluated the accounting treatment for the DaVita Warrant pursuant to ASC 718, “Stock Compensation,” and ASC 480, “Distinguishing Liabilities from Equity,” and concluded that the DaVita Warrant should be classified as an equity instrument on the balance sheet as of June 30, 2024. In accordance with this treatment, the Company’s management concluded none of the performance-based vesting conditions of the DaVita warrant were probable of vesting as of June 30, 2024, and therefore, no expense associated with the DaVita Warrant was recognized in the Company’s financial statements as of that date. The Company will continue to evaluate the probability of achieving the performance milestones associated with the DaVita Supply Agreement and will record the related equity-based expense in its financial statements based on the grant date fair value of the DaVita Warrant when management deems it is probable that the performance-based vesting conditions will be achieved. October 2023 Offering : On October 12, 2023, Nuwellis, Inc. entered into a Placement Agency Agreement with Lake Street Capital Markets, LLC and Maxim Group LLC, pursuant to which the Company issued and sold, in a best efforts registered public offering by the Company, 150,000 units, with each Unit consisting of (A) one share of the Company’s Series J Convertible Redeemable Preferred Stock, par value $0.0001 per share, and (B) one warrant to purchase one-half of one (0.50) share of Series J Convertible Preferred Stock, at a price to the public of $15.00 per Unit, less placement agent fees and commissions. The public offering price of $15.00 per Unit reflects the issuance of the Series J Convertible Preferred Stock with an original issue discount of 40%. The Company also registered under the Registration Statement (as defined below) an additional 362,933 shares of Series J Convertible Preferred Stock that will be issued, if and when the Company’s Board of Directors declares such dividends, as paid in-kind dividends and the shares of Common Stock issuable upon conversion of the Series J Convertible Preferred Stock issued as PIK dividends. The Units, the shares of Series J Convertible Preferred Stock, the Warrants, the PIK Dividend Shares, the PIK Conversion Shares as well as the shares of Series J Convertible Preferred Stock issuable upon exercise of the Warrants and the shares of the Company’s common stock, par value $0.0001 per share, issuable upon conversion of the Series J Convertible Preferred Stock, were offered and sold by the Company pursuant to an effective registration statement on Form S-1. The closing of the Offering contemplated by the Placement Agency Agreement occurred on October 17, 2023. On October 17, 2023, the Company also entered into a warrant agency agreement with the Company’s transfer agent, Equiniti Trust Company, LLC, who will act as warrant agent for the Company, setting forth the terms and conditions of the Warrants sold in this Offering. Each Warrant has an exercise price of $262.50 per one-half of one (0.5) share of Series J Convertible Preferred Stock, is immediately exercisable and will expire three (3) years from the date of issuance. There is no established trading market for the Series J Convertible Preferred Stock or the Warrants and we do not expect a market to develop. In addition, we do not intend to list the Series J Convertible Preferred Stock or the Warrants on The Nasdaq Capital Market or any other national securities exchange or any other nationally recognized trading system. The gross proceeds to the Company from the October 17, 2023, Offering were $2.25 million. Net proceeds were approximately $1.5 million after deducting placement agent fees and commissions and Offering expenses payable by the Company. The Company used the net proceeds from the Offering for working capital and for general corporate purposes. The Series J Convertible Preferred Stock is classified as mezzanine equity and accreted to reflect its redemption value as of each reporting date. The accretion will be reflected as a deemed dividend adjustment to arrive at net loss attributed to common stockholders for earnings per share calculations. The Warrants are recorded as a liability and re-measured at fair value as of each reporting date with fair value changes being recorded as non-operating income or expense. The Warrants were valued on day 1 and exceeded the gross proceeds of the offering. This resulted in a day 1 financing expense of $2.7 million. April 2024 Offering: On April 30, the Company closed on a best efforts public offering of 240,571 shares of its common stock, 80,854 shares of its common stock for pre-funded warrants and warrants to purchase up to an aggregate of 482,146 shares of its common stock at a combined public offering price $8.40 per share. All pre-funded warrants were exercised on the date of the offering. Each share of common stock (or prefunded warrant in lieu thereof) was sold together with one warrant to purchase one and a half The common warrants contain a reset of the exercise price, effective upon the Warrant Stockholder Approval, to a price equal to the lesser of (i) the then exercise price, (ii) the lowest volume weighted average price for the five five The gross proceeds to the Company from the offering, before deducting the placement agent fees and other offering expenses were approximately $2.7 million. The warrants offered in this financing are currently classified as a liability on the balance sheet. An independent valuation of the warrants was performed and reviewed with management, and the valuation at issuance was $7.8 million and at June 30, 2024, was $8.0 million, representing a warrant liability increase of $0.2 million from issuance. The $0.2 million warrant liability increase from issuance has been reported on the Condensed Consolidated Statement of Operations as a “Change in fair value of warrant liability”. The warrant valuation of $8.0 million exceeded the gross proceeds of $2.7 million. Accordingly if the warrant valuation exceeds the gross proceeds, the difference will be recorded as ‘Day 1 interest’. You will find this difference, along with other issuance costs (discounts, legal, printing) reported on the Condensed Consolidated Statement of Operations Underwriter and Placement Agent Fees : In connection with the offerings described above, the Company paid the underwriter or placement agent, as applicable, an aggregate cash fee of either 7% or 8% of the aggregate gross proceeds raised in each of the offerings, except with respect to the issuances made pursuant to the At-the-Market Program, for which the placement fee was equal to 3% of the aggregate gross proceeds. At the Company’s annual meeting of stockholders on June 6, 2024, its stockholders approved a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation to effect such a reverse split of the Company’s outstanding Common Stock at a ratio in the range of 1-for-5 1-for-70 one-for-thirty-five “Reverse Stock Split” “Certificate of Amendment” |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 4 - Stock-Based Compensation Under the fair value recognition provisions of U.S. GAAP for accounting for stock-based compensation the Company measures stock-based compensation expense at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The following table presents the classification of stock-based compensation expense recognized for the periods below: Three months ended June 30 Six months ended June 30 (in thousands) 2024 2023 2024 2023 Selling, general and administrative expense $ 115 $ 179 $ 272 $ 351 Research and development expense — 18 1 27 Total stock-based compensation expense $ 115 $ 197 $ 273 $ 378 During the three months ended June 30, 2024 and 2023, under the 2017 Equity Incentive Plan, and the 2021 Inducement Plan, the Company granted 1 and 267 stock options, respectively, to its directors, officers and employees. During the six months ended June 30, 2024 and 2023, the Company granted 1,264 and 2,937 stock options, respectively, to its directors, officers and employees. Vesting generally occurs over an immediate to 48-month period based on a time-of-service condition. The weighted-average grant date fair value of the stock-options issued during the three months ended June 30, 2024 and 2023 was $8.75 and $103.52 per share, respectively. The weighted-average grant date fair value of the stock options issued during the six months ended June 30, 2024 and 2023 was $24.14 and $258.19 per share, respectively. The total number of stock options outstanding as of June 30, 2024 and June 30, 2023 was 3,979 and 3,164, respectively. The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted during the three and six months ended June 30, 2024 and 2023: Three months ended Six months ended June 30 June 30 2024 2023 2024 2023 Expected volatility 138.70 % 132.13 % 138.70 % 156.35 % Expected Life of options (years) 5.51 6.08 5.51 6.23 Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 3.94 % 3.75 % 3.94 % 4.13 % During the three months ended June 30, 2024 and 2023, 472 and 32 stock options vested, respectively, and 91 and 79 stock options were expired or forfeited during these periods, respectively. During the six months ended June 30, 2024 and 2023, 1,347 and 60 stock options vested, respectively, and 363 and 84 stock options were expired or forfeited during these periods, respectively. During the three and six months ended June 30, 2024 and 2023, no options were exercised. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 5—Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents and warrants. Pursuant to the requirements of Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurement,” the Company’s financial assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories: ● Level 1 - Financial instruments with unadjusted quoted prices listed on active market exchanges. ● Level 2 - Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 - Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques. The fair value of the Company’s common and preferred stock warrant liabilities related to the investor warrants issued in the October 2023, October 2022 and April 2024 public offerings was calculated using a Monte Carlo valuation model and was classified as Level 3 in the fair value hierarchy. The following is a roll-forward of the fair value of the Level 3 warrants: (in thousands) Balance at December 31, 2022 $ 6,868 Change in fair value 755 Issuance of Common Stock for exercise of Series I warrants (7,623 ) October 17, 2023, issuance of Series J warrants 4,965 Exercise of Series J warrants (536 ) Change in fair value (1,586 ) Balance at December 31, 2023 2,843 Exercise of Series J warrants (1,357 ) April 30, 2024, issuance of common warrants 7,993 Change in fair value (900 ) Balance at June 30, 2024 $ 8,579 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | Note 6 – Income Taxes The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of its deferred tax assets. The Company has established a full valuation allowance for its U.S. and foreign deferred tax assets due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying condensed consolidated financial statements. As of June 30, 2024, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties in its Annual Report on Form 10-K for the year ended December 31, 2023. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2024 | |
Operating Leases [Abstract] | |
Operating Leases | Note 7—Operating Leases The Company leases a 23,000 square foot facility located in Eden Prairie, Minnesota for |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 8—Commitments and Contingencies Employee Retirement Plan: Milestone Payment: on vital organs, is appointing As of June 30, 2024, the milestone payment has been paid. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9- Subsequent Events Public Offering: On July 24, 2024, the Company announced that it had entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of 469,340 shares of the Company’s common stock at a price of $4.24 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue to the investors warrants to purchase up to 938,680 shares of common stock. The warrants have an exercise price of $3.99 per share, will be exercisable immediately following the date of issuance and will have a term of five years from the date of issuance. |
Insider Trading Arrangement
Insider Trading Arrangement | 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 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Nature of Business and Basis of Presentation [Abstract] | |
Principles of Consolidation | Principles of Consolidation: These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Going Concern | Going Concern: The Company’s consolidated financial statements have been prepared and presented on a basis assuming it continues as a going concern. During the years ended December 31, 2023 and 2022 and through June 30, 2024, the Company incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. Since the company’s inception and as of June 30 generating additional clinical evidence supporting the efficacy of the Aquadex System, On April 30, the Company closed on a best efforts public offering of 240,571 shares of its common stock, 80,854 shares of its common stock for pre-funded warrants and warrants to purchase up to an aggregate of 482,146 shares of its common stock at a combined public offering price $8.40 per share. All pre-funded warrants were exercised on the date of the offering. Each share of common stock (or prefunded warrant in lieu thereof) was sold together with one warrant to purchase one and a half The common warrants contain a reset of the exercise price, effective upon the Warrant Stockholder Approval, to a price equal to the lesser of (i) the then exercise price, (ii) the lowest volume weighted average price for the five The gross proceeds to the Company from the offering , before On July 24, 2024, the Company announced that it had entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of 469,340 shares of the Company’s common stock at a price of $4.24 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue to the investors warrants to purchase up to 938,680 shares of common stock. The warrants have an exercise price of $3.99 per share, will be exercisable immediately following the date of issuance and will have a term of five years from the date of issuance. The closing of the registered direct offering and the concurrent private placement occurred on or about July 25, 2024, subject to the satisfaction of the customary closing conditions. The gross proceeds to the Company from the registered direct offering and the concurrent private placement, before deducting the placement agent fees and other offering expenses payable by the Company, were approximately $2.0 million. The Company intends to use the net proceeds from the offering for working capital and for general corporate purposes. Understanding the near-term need to raise capital, the Company has recently undertaken steps to reduce our monthly cash burn rate by approximately 40%, balanced against our strategic growth initiatives, which will provide more flexibility in anticipation of tougher capital market conditions for microcap companies like Nuwellis. These reductions include, but are not limited to the following: selected job eliminations, a reduction of the salaries for members of senior management, no merit increases to the base salaries of any named executive officer or employee in 2024 for performance provided during the fiscal year ended December 31, 2023, no cash bonuses to any named executive officer or employee in 2024 for performance provided during the fiscal year ended December 31, 2023, a reduction in Board of Director and committee fees, temporary suspension of company 401k match, travel reductions, and reductions to select professional services. The Company believes that its existing capital resources will be sufficient to support its operating plan through October 31, 2024. However, the Company will seek to raise additional capital to support its growth or other strategic initiatives through debt, equity or a combination thereof. There can be no assurance we will be successful in raising additional capital. |
Revenue Recognition | Revenue Recognition: For the three months ended June 30, 2024, two customers represented 16% and 12% of net sales. For the six months ended June 30, 2024, two customers each represented 19% and 11% of net sales. For the three months ended June 30, 2023, two customers represented 16% and 13% of net sales. For the six months ended June 30, 2023, two customers each represented 14% and 13% of net sales. |
Accounts Receivable | Accounts Receivable: Accounts receivable are unsecured, are recorded at net realizable value, and do not bear interest. The Company makes judgments as to its ability to collect outstanding receivables based upon significant patterns of collectability, historical experience, and management’s evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. Payment is generally due 30 days from June 30 June 30 |
Inventories | Inventories : Inventories represent finished goods purchased from the Company’s suppliers and are recorded as the lower of cost or net realizable value using the first-in, first-out method. Overhead is allocated to manufactured finished goods inventory based on the normal capacity of the Company’s production facilities. Abnormal amounts of overhead, if any, are expensed as incurred. Inventories consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Finished Goods $ 470 $ 393 Work in Process 307 207 Raw Materials 1,234 1,472 Inventory Reserves (44 ) (75 ) Total $ 1,967 $ 1,997 |
Loss per Share | Loss per Share : Basic loss per share is computed based on the net loss for each period divided by the weighted average number of common shares outstanding. See Note 3 – Stockholders’ Equity below for additional disclosures. Diluted earnings per share is computed based on the net loss allocable to common stockholders for each period divided by the weighted average number of common shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued, and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Potentially dilutive shares of common stock include shares underlying outstanding convertible preferred stock, warrants, stock options and other stock-based awards granted under stock-based compensation plans. The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: June 30 2024 2023 Stock options 3,979 3,164 Warrants to purchase common stock 543,232 37,401 Series F convertible preferred stock 15,240 254 Series J convertible preferred stock 62 — Total 562,513 40,819 The following table reconciles reported net loss with reported net loss per share for each of the three and six months ended June 30: Three months ended June 30 Six months ended June 30 2024 2023 2024 2023 (in thousands, except per share amounts) Net loss $ (7,725 ) $ (4,845 ) $ (12,055 ) $ (11,330 ) Deemed dividend attributable to Series J Convertible Preferred Stock — — 541 — Net loss attributable to common shareholders $ (7,725 ) $ (4,845 ) $ (11,514 ) $ (11,330 ) Weighted average shares outstanding 410 38 295 35 Basic and diluted loss per share $ (18.85 ) $ (127.65 ) $ (40.91 ) $ (323.15 ) |
Subsequent Events | Subsequent Events: The Company evaluates events through the date the condensed consolidated financial statements are filed for events requiring adjustment to or disclosure in the condensed consolidated financial statements. See note 9 – Subsequent Events for additional disclosures. |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Nature of Business and Basis of Presentation [Abstract] | |
Inventories | Inventories consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Finished Goods $ 470 $ 393 Work in Process 307 207 Raw Materials 1,234 1,472 Inventory Reserves (44 ) (75 ) Total $ 1,967 $ 1,997 |
Potential Shares of Common Stock not Included in Diluted Net Loss Per Share | The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: June 30 2024 2023 Stock options 3,979 3,164 Warrants to purchase common stock 543,232 37,401 Series F convertible preferred stock 15,240 254 Series J convertible preferred stock 62 — Total 562,513 40,819 |
Reconciliation of Reported Net Loss with Reported Net Loss Per Share | The following table reconciles reported net loss with reported net loss per share for each of the three and six months ended June 30: Three months ended June 30 Six months ended June 30 2024 2023 2024 2023 (in thousands, except per share amounts) Net loss $ (7,725 ) $ (4,845 ) $ (12,055 ) $ (11,330 ) Deemed dividend attributable to Series J Convertible Preferred Stock — — 541 — Net loss attributable to common shareholders $ (7,725 ) $ (4,845 ) $ (11,514 ) $ (11,330 ) Weighted average shares outstanding 410 38 295 35 Basic and diluted loss per share $ (18.85 ) $ (127.65 ) $ (40.91 ) $ (323.15 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stock-Based Compensation [Abstract] | |
Classification of Stock-Based Compensation Expense | The following table presents the classification of stock-based compensation expense recognized for the periods below: Three months ended June 30 Six months ended June 30 (in thousands) 2024 2023 2024 2023 Selling, general and administrative expense $ 115 $ 179 $ 272 $ 351 Research and development expense — 18 1 27 Total stock-based compensation expense $ 115 $ 197 $ 273 $ 378 |
Weighted Average Assumptions used in Black-Scholes Option Pricing Model | The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted during the three and six months ended June 30, 2024 and 2023: Three months ended Six months ended June 30 June 30 2024 2023 2024 2023 Expected volatility 138.70 % 132.13 % 138.70 % 156.35 % Expected Life of options (years) 5.51 6.08 5.51 6.23 Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 3.94 % 3.75 % 3.94 % 4.13 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value of Financial Instruments [Abstract] | |
Roll-Forward of Fair Value of Level 3 Warrants | The following is a roll-forward of the fair value of the Level 3 warrants: (in thousands) Balance at December 31, 2022 $ 6,868 Change in fair value 755 Issuance of Common Stock for exercise of Series I warrants (7,623 ) October 17, 2023, issuance of Series J warrants 4,965 Exercise of Series J warrants (536 ) Change in fair value (1,586 ) Balance at December 31, 2023 2,843 Exercise of Series J warrants (1,357 ) April 30, 2024, issuance of common warrants 7,993 Change in fair value (900 ) Balance at June 30, 2024 $ 8,579 |
Nature of Business and Basis _4
Nature of Business and Basis of Presentation, Nature of Business, Going Concern, Accounts Receivable and Inventories (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 24, 2024 USD ($) $ / shares shares | Apr. 30, 2024 USD ($) Warrant $ / shares shares | Jun. 30, 2024 USD ($) Customer $ / shares | Jun. 30, 2023 Customer | Jun. 30, 2024 USD ($) Customer $ / shares | Jun. 30, 2023 Customer | Dec. 31, 2023 USD ($) Customer | Aug. 13, 2024 $ / shares shares | |
Going Concern [Abstract] | ||||||||
Accumulated deficit | $ (299,681) | $ (299,681) | $ (287,626) | |||||
Reduce our monthly cash burn rate | 40% | |||||||
Merit increases to base salaries of named executive officer or employee | $ 0 | |||||||
Cash bonuses to named executive officer or employee | $ 0 | |||||||
Revenue Recognition [Abstract] | ||||||||
Accounts receivables maximum credit period from invoice date | 30 days | |||||||
Allowance for doubtful accounts | 0 | $ 0 | 0 | |||||
Inventories [Abstract] | ||||||||
Finished Goods | 470 | 470 | 393 | |||||
Work in Process | 307 | 307 | 207 | |||||
Raw Materials | 1,234 | 1,234 | 1,472 | |||||
Inventory Reserves | (44) | (44) | (75) | |||||
Total | $ 1,967 | $ 1,967 | $ 1,997 | |||||
Net Sales [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Number of major customers | Customer | 2 | 2 | 2 | 2 | ||||
Accounts Receivable [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Number of major customers | Customer | 1 | 2 | ||||||
Customer One [Member] | Net Sales [Member] | Customer Concentration Risk [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration risk percentage | 16% | 16% | 19% | 14% | ||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration risk percentage | 27% | 14% | ||||||
Customer Two [Member] | Net Sales [Member] | Customer Concentration Risk [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration risk percentage | 12% | 13% | 11% | 13% | ||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Revenue Recognition [Abstract] | ||||||||
Concentration risk percentage | 15% | |||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Going Concern [Abstract] | ||||||||
Issuance of common stock, net (in shares) | shares | 469,340 | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 938,680 | |||||||
Common stock offering price per share (in dollars per share) | $ / shares | $ 4.24 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.99 | |||||||
Warrant expiry period | 5 years | |||||||
Gross proceeds before deducting placement agent fees and commissions and offering expenses | $ 2,000 | |||||||
April 2024 Offering [Member] | ||||||||
Going Concern [Abstract] | ||||||||
Issuance of common stock, net (in shares) | shares | 240,571 | |||||||
Issuance of common stock for pre-funded warrants (in shares) | shares | 80,854 | |||||||
Warrants to purchase shares of common stock (in shares) | shares | 482,146 | |||||||
Common stock offering price per share (in dollars per share) | $ / shares | $ 8.4 | |||||||
Number of warrants included in each unit | Warrant | 1 | |||||||
Warrants to purchase common shares (in shares) | shares | 1.50 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 14 | |||||||
Warrant expiry period | 5 years | 5 years | ||||||
Gross proceeds before deducting placement agent fees and commissions and offering expenses | $ 2,700 | |||||||
April 2024 Offering [Member] | Subsequent Event [Member] | ||||||||
Going Concern [Abstract] | ||||||||
Warrants to purchase shares of common stock (in shares) | shares | 2,710,734 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.49 | |||||||
April 2024 Offering [Member] | Warrants to Purchase Common Stock [Member] | ||||||||
Going Concern [Abstract] | ||||||||
Warrants to purchase common shares (in shares) | shares | 1 | |||||||
Number of trading days | 5 days | 5 days | ||||||
Floor price per share (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | $ 0.06 | |||||
April 2024 Offering [Member] | Warrants to Purchase Common Stock [Member] | Subsequent Event [Member] | ||||||||
Going Concern [Abstract] | ||||||||
Warrants to purchase shares of common stock (in shares) | shares | 2,710,734 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.49 |
Nature of Business and Basis _5
Nature of Business and Basis of Presentation, Loss Per Share (Details) - USD ($) $ / shares in Units, $ 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 | |
Potential shares of common stock that are not included in the calculation of diluted net loss per share [Abstract] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | 562,513 | 40,819 | ||||
Reported net loss with reported net loss per share [Abstract] | ||||||
Net loss | $ (7,725) | $ (4,330) | $ (4,845) | $ (6,485) | $ (12,055) | $ (11,330) |
Deemed dividend attributable to Series J Convertible Preferred Stock | 0 | 0 | 541 | 0 | ||
Net loss attributable to common shareholders | $ (7,725) | $ (4,845) | $ (11,514) | $ (11,330) | ||
Weighted average shares outstanding - basic (in shares) | 409,690 | 37,949 | 294,649 | 35,060 | ||
Weighted average shares outstanding - diluted (in shares) | 409,690 | 37,949 | 294,649 | 35,060 | ||
Basic loss per share (in dollars per share) | $ (18.85) | $ (127.65) | $ (40.91) | $ (323.15) | ||
Diluted loss per share (in dollars per share) | $ (18.85) | $ (127.65) | $ (40.91) | $ (323.15) | ||
Stock Options [Member] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share [Abstract] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | 3,979 | 3,164 | ||||
Warrants to Purchase Common Stock [Member] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share [Abstract] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | 543,232 | 37,401 | ||||
Series F Convertible Preferred Stock [Member] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share [Abstract] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | 15,240 | 254 | ||||
Series J Convertible Preferred Stock [Member] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share [Abstract] | ||||||
Potential shares of common stock that are not included in the calculation of diluted net loss per share (in shares) | 62 | 0 |
Revenue Recognition (Details)
Revenue Recognition (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Abstract] | ||||
Expected timing of satisfaction, period | 1 year | 1 year | ||
Sales Revenue [Member] | Customer Concentration Risk [Member] | Revenue Recognized over Time [Member] | Maximum [Member] | ||||
Revenue, Performance Obligation [Abstract] | ||||
Percentage of net sales | 1% | 1% | 1% | 1% |
Sales Revenue [Member] | Customer Concentration Risk [Member] | International [Member] | Revenue Recognized over Time [Member] | Maximum [Member] | ||||
Revenue, Performance Obligation [Abstract] | ||||
Percentage of net sales | 3% | 5% | 4% | 4% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jun. 26, 2024 | Jun. 06, 2024 | Apr. 30, 2024 USD ($) Warrant $ / shares shares | Oct. 17, 2023 USD ($) $ / shares shares | Oct. 17, 2023 AUD ($) | Oct. 12, 2023 shares $ / shares | Jun. 19, 2023 Tranches $ / shares shares | Mar. 12, 2019 | Nov. 27, 2017 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Aug. 13, 2024 $ / shares shares | Jul. 25, 2024 $ / shares | |
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Period of warrants expected to vest | 48 months | |||||||||||||||
Gross proceeds from public stock offering | $ | $ 2,403 | $ 0 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock warrant liability | $ | $ 8,579 | $ 8,579 | $ 2,843 | |||||||||||||
Increase in warrant liability | $ | $ (198) | $ 0 | $ (720) | $ 755 | ||||||||||||
Reverse stock split | 0.028 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Reverse stock split | 0.20 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Reverse stock split | 0.014 | |||||||||||||||
At-the-Market Program [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Issuance of common stock, net (in shares) | 18,781 | |||||||||||||||
Gross proceeds from public stock offering | $ | $ 2,300 | |||||||||||||||
Net proceeds from public stock offering | $ | $ 2,100 | |||||||||||||||
Aggregate cash fee paid to underwriter or placement agent | 3% | |||||||||||||||
April 2024 Offering [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Issuance of common stock, net (in shares) | 240,571 | |||||||||||||||
Warrants to purchase shares of common stock (in shares) | 482,146 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 14 | |||||||||||||||
Gross proceeds before deducting placement agent fees and commissions and offering expenses | $ | $ 2,700 | |||||||||||||||
Issuance of common stock for pre-funded warrants (in shares) | 80,854 | |||||||||||||||
Common stock offering price per share (in dollars per share) | $ / shares | $ 8.4 | |||||||||||||||
Number of warrants included in each unit | Warrant | 1 | |||||||||||||||
Warrants to purchase common shares (in shares) | 1.50 | |||||||||||||||
Warrant expiry period | 5 years | 5 years | ||||||||||||||
Gross proceeds before deducting the placement agent fees and other offering expenses | $ | $ 2,700 | |||||||||||||||
Warrants to Purchase Common Stock [Member] | April 2024 Offering [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Warrants to purchase common shares (in shares) | 1 | |||||||||||||||
Number of trading days | 5 days | 5 days | ||||||||||||||
Floor price per share (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | $ 0.06 | |||||||||||||
Supply Agreement [Member] | Maximum [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Period for ultrafiltration services | 10 years | |||||||||||||||
Supply Agreement [Member] | DaVita Warrant [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Warrants to purchase shares of common stock (in shares) | 36,830 | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 115.49 | |||||||||||||||
Number of tranches | Tranches | 4 | |||||||||||||||
Number of warrants vested (in shares) | 0 | |||||||||||||||
Supply Agreement [Member] | DaVita Warrant [Member] | Tranche One [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Percentage of warrants expected to vest | 25% | |||||||||||||||
Supply Agreement [Member] | DaVita Warrant [Member] | Tranche Two [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Percentage of warrants expected to vest | 25% | |||||||||||||||
Period of warrants expected to vest | 12 months | |||||||||||||||
Supply Agreement [Member] | DaVita Warrant [Member] | Tranche Three [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Percentage of warrants expected to vest | 25% | |||||||||||||||
Period of warrants expected to vest | 24 months | |||||||||||||||
Supply Agreement [Member] | DaVita Warrant [Member] | Tranche Four [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Percentage of warrants expected to vest | 25% | |||||||||||||||
Period of warrants expected to vest | 36 months | |||||||||||||||
Supply Agreement [Member] | DaVita Warrant [Member] | Maximum [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Warrants to be exercised for amount of shares ownership percentage in entity | 19.90% | |||||||||||||||
Subsequent Event [Member] | April 2024 Offering [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Warrants to purchase shares of common stock (in shares) | 2,710,734 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.49 | |||||||||||||||
Subsequent Event [Member] | Warrants to Purchase Common Stock [Member] | April 2024 Offering [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Warrants to purchase shares of common stock (in shares) | 2,710,734 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.49 | |||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Number of consecutive trading days considered for expiration | 20 days | |||||||||||||||
Number of consecutive trading days | 30 days | |||||||||||||||
Percentage of volume weighted average price of common stock | 300% | |||||||||||||||
Trading volume for each trading day | $ | $ 7,000 | |||||||||||||||
Preferred stock, shares outstanding (in shares) | 127 | 127 | 127 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Series F Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Aggregate cash fee paid to underwriter or placement agent | 7% | |||||||||||||||
Series F Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Aggregate cash fee paid to underwriter or placement agent | 8% | |||||||||||||||
Series F Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 235.85 | |||||||||||||||
Series J Convertible Preferred Stock [Member] | October 2023 Offering [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Issuance of common stock, net (in shares) | 150,000 | |||||||||||||||
Warrants to purchase shares of common stock (in shares) | 0.5 | |||||||||||||||
Number of shares in one unit (in shares) | 1 | |||||||||||||||
Original issue discount percentage | 40% | |||||||||||||||
Additional shares issuable upon declaration of dividends (in shares) | 362,933 | |||||||||||||||
Common stock offering price per share (in dollars per share) | $ / shares | $ 15 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Number of warrants included in each unit | 1 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Issuance of common stock, net (in shares) | 321,417 | 18,781 | ||||||||||||||
Common Stock [Member] | Series J Convertible Preferred Stock [Member] | October 2023 Offering [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Warrants [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Common stock warrant liability | $ | $ 7,800 | $ 8,000 | $ 8,000 | |||||||||||||
Increase in warrant liability | $ | $ 200 | |||||||||||||||
Warrants [Member] | October 2023 Offering [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Gross proceeds before deducting placement agent fees and commissions and offering expenses | $ | 2,250 | |||||||||||||||
Net proceeds after deducting placement agent fees and commissions and offering expenses | $ | $ 1,500 | |||||||||||||||
Financing expense | $ | $ 2.7 | |||||||||||||||
Warrants [Member] | Series J Convertible Preferred Stock [Member] | October 2023 Offering [Member] | ||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||
Warrants to purchase shares of common stock (in shares) | 0.5 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 262.5 | |||||||||||||||
Warrants term | 3 years | 3 years |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-Based Compensation Expense Items [Abstract] | ||||
Stock-based compensation expense | $ 115 | $ 197 | $ 273 | $ 378 |
Additional Disclosures [Abstract] | ||||
Vesting period | 48 months | |||
Outstanding stock options (in shares) | 3,979 | 3,164 | 3,979 | 3,164 |
Selling, General and Administrative Expense [Member] | ||||
Stock-Based Compensation Expense Items [Abstract] | ||||
Stock-based compensation expense | $ 115 | $ 179 | $ 272 | $ 351 |
Research and Development Expense [Member] | ||||
Stock-Based Compensation Expense Items [Abstract] | ||||
Stock-based compensation expense | $ 0 | $ 18 | $ 1 | $ 27 |
Stock Options [Member] | ||||
Additional Disclosures [Abstract] | ||||
Stock options granted (in shares) | 1 | 267 | 1,264 | 2,937 |
Weighted average grant date fair value of stock options issued (in dollars per share) | $ 8.75 | $ 103.52 | $ 24.14 | $ 258.19 |
Stock options vested (in shares) | 472 | 32 | 1,347 | 60 |
Stock options expired or forfeited (in shares) | 91 | 79 | 363 | 84 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 0 |
Weighted Average Assumptions used in Black-Scholes Option Pricing Model [Abstract] | ||||
Expected volatility | 138.70% | 132.13% | 138.70% | 156.35% |
Expected Life of options (years) | 5 years 6 months 3 days | 6 years 29 days | 5 years 6 months 3 days | 6 years 2 months 23 days |
Expected dividend yield | 0% | 0% | 0% | 0% |
Risk-free interest rate | 3.94% | 3.75% | 3.94% | 4.13% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Warrants [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Roll-Forward of Fair Value of Level 3 Warrants [Roll Forward] | ||
Beginning balance | $ 2,843 | $ 6,868 |
Exercise of warrants | (1,357) | |
Change in fair value | (900) | |
Ending balance | 8,579 | 2,843 |
October 18, 2022 Series I Warrants Issuance [Member] | ||
Roll-Forward of Fair Value of Level 3 Warrants [Roll Forward] | ||
Issuance of Common Stock for exercise of warrants | (7,623) | |
Change in fair value | 755 | |
October 17, 2023 Series J Warrants Issuance [Member] | ||
Roll-Forward of Fair Value of Level 3 Warrants [Roll Forward] | ||
Issuance | 4,965 | |
Exercise of warrants | (536) | |
Change in fair value | $ (1,586) | |
April 30, 2024 Warrants Issuance [Member] | ||
Roll-Forward of Fair Value of Level 3 Warrants [Roll Forward] | ||
Issuance | $ 7,993 |
Operating Leases (Details)
Operating Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) ft² $ / ft² | |
Operating Leases [Abstract] | |
Area of property leased under operating lease | ft² | 23,000 |
Monthly rent and common area maintenance charges | $ | $ 34 |
Annual base rent (per square foot) | 10.5 |
Minimum [Member] | |
Operating Leases [Abstract] | |
Annual increase per square foot (in dollars per square foot) | 0.32 |
Maximum [Member] | |
Operating Leases [Abstract] | |
Annual increase per square foot (in dollars per square foot) | 0.34 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - SeaStar Medical Holding Corporation [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 27, 2022 | |
Commitments and Contingencies [Abstract] | ||
Milestone payment due | $ 450 | |
Payment period after achievement of milestone event | 30 days |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Securities Purchase Agreement [Member] $ / shares in Units, $ in Millions | Jul. 24, 2024 USD ($) $ / shares shares |
Stockholders' equity [Abstract] | |
Issuance of stock (in shares) | shares | 469,340 |
Common stock offering price per share (in dollars per share) | $ / shares | $ 4.24 |
Aggregate purchase of warrants (in shares) | shares | 938,680 |
Warrant exercise price per share (in dollars per share) | $ / shares | $ 3.99 |
Warrant expiry period | 5 years |
Gross proceeds before deducting the placement agent fees and other offering expenses | $ | $ 2 |