Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-40518 | ||
Entity Registrant Name | Miromatrix Medical Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-1285782 | ||
Entity Address, Address Line One | 6455 Flying Cloud Drive, Suite 107 | ||
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 | 942-6000 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | MIRO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 73,529,097 | ||
Entity Common Stock, Shares Outstanding | 27,233,263 | ||
Auditor Firm ID | 23 | ||
Auditor Name | BAKER TILLY US, LLP | ||
Auditor Location | Minneapolis, Minnesota | ||
Entity Central Index Key | 0001527096 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 5,208,005 | $ 52,811,531 |
Restricted cash | 800,100 | 800,100 |
Short-term investments | 19,989,489 | |
Receivable from Reprise Biomedical, Inc. | 930,355 | 17,819 |
Interest receivable | 107,861 | |
Tenant improvement allowance receivable | 1,256,950 | |
Prepaid expenses and other current assets | 274,952 | 450,873 |
Total current assets | 27,310,762 | 55,337,273 |
Deferred offering costs | 232,899 | |
Right of use asset | 1,673,575 | |
Property and equipment, net | 5,545,694 | 5,591,726 |
Total assets | 34,762,930 | 60,928,999 |
Current liabilities: | ||
Current portion of long-term debt | 333,849 | |
Current portion of deferred royalties | 979,167 | 488,368 |
Accounts payable | 1,584,929 | 2,094,854 |
Current portion of financing lease obligations | 44,157 | 58,037 |
Current portion of lease liability | 389,649 | |
Current portion of tenant improvement obligation | 160,462 | |
Accrued expenses | 1,948,376 | 1,428,622 |
Total current liabilities | 4,946,278 | 4,564,192 |
Deferred royalties, net | 491,733 | 491,733 |
Long-term debt | 385,997 | 385,997 |
Deferred rent | 207,204 | |
Financing lease obligations, net | 11,689 | 52,768 |
Lease liability, net | 2,720,781 | |
Tenant improvement obligation, net | 1,029,629 | |
Accrued interest | 99,048 | 71,592 |
Total liabilities | 8,655,526 | 6,803,115 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock, par value $0.00001; 190,000,000 shares authorized; 20,944,109 issued and outstanding as of December 31, 2022 and 20,385,645 issued and outstanding as of December 31, 2021 | 209 | 204 |
Additional paid-in capital | 130,119,106 | 128,177,594 |
Accumulated deficit | (104,011,911) | (74,051,914) |
Total shareholders' equity | 26,107,404 | 54,125,884 |
Total liabilities and shareholders' equity | $ 34,762,930 | $ 60,928,999 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 23, 2021 | Dec. 31, 2020 |
Balance Sheets | ||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||
Common stock, authorized (in shares) | 190,000,000 | 190,000,000 | 190,000,000 | 30,000,000 |
Common stock, issued (in shares) | 20,944,109 | 20,385,645 | ||
Common stock, outstanding (in shares) | 20,944,109 | 20,385,645 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statements of Operations | ||
Licensing revenue | $ 953,470 | $ 33,066 |
Revenue from Contract with Customer, Product and Service | us-gaap:LicenseMember | us-gaap:LicenseMember |
Cost of goods sold | $ 500,000 | $ 500,000 |
Cost, Product and Service | us-gaap:LicenseMember | us-gaap:LicenseMember |
Gross profit (loss) | $ 453,470 | $ (466,934) |
Operating expenses: | ||
Research and development | 18,303,386 | 10,755,959 |
Regulatory and clinical | 1,646,162 | 551,494 |
Quality | 2,148,483 | 547,129 |
General and administration | 8,719,869 | 4,643,473 |
Total operating expenses | 30,817,900 | 16,498,055 |
Operating loss | (30,364,430) | (16,964,989) |
Interest income | 333,469 | 1,973 |
Interest expense | (47,732) | (613,882) |
Amortization of discount on note | (62,638) | |
Change in fair value of derivative | 246,962 | |
Research grants | 118,696 | 393,034 |
Equity loss in affiliate | (223,633) | |
Gain on sale of equity investment | 1,983,912 | |
Gain on debt extinguishment | 568,505 | |
Net loss | $ (29,959,997) | $ (14,670,756) |
Net loss per share, basic (in dollar per share) | $ (1.45) | $ (1.28) |
Net loss per share, diluted (in dollar per share) | $ (1.45) | $ (1.28) |
Weighted average shares used in computing net loss per share, basic (in shares) | 20,727,952 | 11,484,598 |
Weighted average shares used in computing net loss per share, diluted (in shares) | 20,727,952 | 11,484,598 |
Statements of Shareholders' Equ
Statements of Shareholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2020 | $ 22 | $ 8,346,943 | $ (59,381,158) | $ (51,034,193) |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 2,185,822 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock-based compensation expense | 622,159 | 622,159 | ||
Exercise of stock options | $ 5 | 903,575 | $ 903,580 | |
Exercise of stock options (in shares) | 462,866 | 462,866 | ||
Exercise of stock warrants | $ 1 | 71,474 | $ 71,475 | |
Exercise of stock warrants (in shares) | 127,886 | |||
Conversion of preferred stock to common stock | $ 111 | 66,553,049 | 66,553,160 | |
Conversion of preferred stock to common stock (in shares) | 11,092,314 | |||
Note payable and accrued interest converted to common stock | $ 10 | 7,152,389 | 7,152,399 | |
Note payable and accrued interest converted to common stock (in shares) | 996,757 | |||
Sales of common stock, net of expenses | $ 55 | 44,528,005 | 44,528,060 | |
Sales of common stock, net of expenses (in shares) | 5,520,000 | |||
Net loss | (14,670,756) | (14,670,756) | ||
Balance at end of period at Dec. 31, 2021 | $ 204 | 128,177,594 | (74,051,914) | 54,125,884 |
Balance at end of period (in shares) at Dec. 31, 2021 | 20,385,645 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock-based compensation expense | 1,151,473 | 1,151,473 | ||
Exercise of stock options | $ 3 | 379,294 | $ 379,297 | |
Exercise of stock options (in shares) | 340,938 | 340,938 | ||
Exercise of stock warrants | $ 2 | 414,096 | $ 414,098 | |
Exercise of stock warrants (in shares) | 191,559 | |||
Issuance of restricted shares (in shares) | 37,542 | |||
Shares tendered in payment of option price and income tax withholdings | (3,351) | (3,351) | ||
Shares tendered in payment of option price and income tax withholdings (in shares) | (11,575) | |||
Net loss | (29,959,997) | (29,959,997) | ||
Balance at end of period at Dec. 31, 2022 | $ 209 | $ 130,119,106 | $ (104,011,911) | $ 26,107,404 |
Balance at end of period (in shares) at Dec. 31, 2022 | 20,944,109 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (29,959,997) | $ (14,670,756) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 1,108,431 | 167,907 |
Stock-based compensation | 1,151,473 | 622,159 |
Loss on disposal of property and equipment | 758 | 5,459 |
Non-cash interest income | (107,861) | |
Amortization of premium/discount on investments | 36,636 | |
Deferred rent | 207,204 | |
Amortization of tenant improvement allowance | (66,859) | |
Amortization of discount on note | 62,638 | |
Change in fair value of derivative | (246,962) | |
Gain on debt extinguishment | (568,505) | |
Equity loss in affiliate | 223,633 | |
Gain on sale of equity investment | (1,983,912) | |
Changes in operating assets and liabilities: | ||
Receivable from Reprise Biomedical, Inc. | (912,536) | (2,617) |
Grant receivable | 100,000 | |
Prepaid expenses | 175,921 | (320,297) |
Operating lease right of use asset | (3,070,870) | |
Tenant improvement receivable reimbursement | 1,256,950 | |
Accounts payable and accrued expenses | 500,628 | 1,066,718 |
Accrued interest | 27,456 | 594,961 |
Operating lease liability | 3,110,430 | |
Net cash used in operating activities | (26,682,581) | (14,809,229) |
Cash flows from investing activities: | ||
Purchase of investments | (26,026,125) | |
Proceeds from maturity of investments | 6,000,000 | |
Proceeds from sale of equity-method investment | 2,000,000 | |
Purchases of property and equipment | (1,063,157) | (3,383,116) |
Net cash used in investing activities | (21,089,282) | (1,383,116) |
Cash flows from financing activities: | ||
Payments on long-term debt | (333,849) | (88,883) |
Payments on financing lease obligations | (54,959) | (33,888) |
Proceeds from financing lease obligations | 87,567 | |
Payments on offering costs | (232,899) | |
Proceeds from sale of common stock, net | 44,528,060 | |
Proceeds from sale of preferred stock, net | 19,891,670 | |
Employee taxes paid for shares withheld | (3,351) | |
Proceeds from stock warrant exercises | 414,098 | 71,475 |
Proceeds from stock option exercises | 379,297 | 903,580 |
Net cash provided by financing activities | 168,337 | 65,359,581 |
Net (decrease) increase in cash and cash equivalents | (47,603,526) | 49,167,236 |
Cash, cash equivalents and restricted cash at beginning of period | 53,611,631 | 4,444,395 |
Cash, cash equivalents and restricted cash at end of period | 6,008,105 | 53,611,631 |
Cash and cash equivalents | 5,208,005 | 52,811,531 |
Restricted cash | 800,100 | 800,100 |
Cash, cash equivalents and restricted cash at end of period | 6,008,105 | 53,611,631 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 20,276 | 22,453 |
Purchases of property and equipment in accounts payable and accrued expenses | 2,057,443 | |
Forgiveness of paycheck protection program loan | $ 568,505 | |
Leased assets obtained in exchange for new operating lease liabilities | $ 1,986,172 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | MIROMATRIX MEDICAL INC. Notes to the Financial Statements NOTE 1 — DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Miromatrix Medical Inc. (the “Company”) is a life sciences company pioneering a novel technology for bioengineering fully transplantable organs to help save and improve patients’ lives. Founded in 2009, the Company is one of a small group of companies at the forefront of developing alternatives to human-donor organ transplants, and within this small group of companies there are important differences between the technologies being developed. The Company’s proprietary technology is a scalable platform that uses a two-step method of decellularization and recellularization designed to remove the porcine cells from the organs obtained from pigs and replace them with unmodified human cells. The Company’s initial development focus is on bioengineering livers and kidneys, and the Company’s technology platform is also applicable to bioengineering other organs including hearts, lungs and pancreases. The Company has collaborations with Baxter International Inc. (“Baxter”), CareDx, Inc. (“CareDx”), the Mayo Clinic, the Mount Sinai Health System and the Texas Heart Institute, and we have received strategic investments from Baxter, CareDx and DaVita Inc. Basis of Preparation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) applicable to annual reports of companies filing as a smaller reporting company. In the opinion of management, the accompanying financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, stockholders’ equity and cash flows for the presented periods. The Company has evaluated subsequent events occurring after the date of the financial statements for events requiring recording or disclosure in the financial statements. Reclassifications Certain reclassifications to previously reported financial information on the Balance Sheets and Statements of Operations have been made to conform to the current period presentation. Amended and Restated Charter On May 20, 2021, the Company’s Board of Directors (the “Board”) and stockholders approved an amendment and restatement of the Company’s then-existing certificate of incorporation (the “Pre-IPO Certificate”) to create, among other changes, a Series C Convertible Preferred Stock (“Series C Stock”). The Series C Stock would convert into shares of the Company’s common stock upon the Company’s initial public offering at 80% of the price at which the common stock is being sold in the initial public offering (see Note 2). June 2021 Amended and Restated Charter Prior to the completion of the initial public offering of the Company’s common stock (the “IPO”), the Company's Board and stockholders approved an amendment (the “Charter Amendment”) to the Pre-IPO Certificate and an amended and restated certificate of incorporation (“Post-IPO Certificate”) that became effective on June 23, 2021. The Charter Amendment increased the number of authorized shares of the Company’s common stock from 30,000,000 to 190,000,000 and authorized 10,000,000 shares of undesignated preferred stock. Under the Post-IPO Certificate, the Company is authorized to issue two classes of stock, Common Stock and Preferred Stock. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short maturity of those instruments. The Company deposits its cash in high credit quality financial institutions. The balances, at times, may exceed federally insured limits. The Company has not experienced any losses from maintaining balances in excess of the federally insured limits. As of December 31, 2022 and 2021, the Company had $5,208,005 and $52,811,531, respectively, held as cash or invested in money market funds which are classified as a Level 1 fair valued measured asset since these funds are traded on a regular basis. Investments The Company has invested its excess cash in U.S. Treasury securities. The Company intends and has the ability to hold these investments to maturity. Securities with original maturity dates of more than three months are reported as held-to-maturity investments and are recorded at amortized cost, which approximates fair value due to the negligible risk of changes in value due to interest rates. Deferred Offering Costs Deferred offering costs are expenses directly related to the Shelf Registration Statement on Form S-3 filed with the SEC on July 1, 2022 and declared effective on July 11, 2022 (the “Shelf Registration”). These costs consist of legal, accounting, printing and filing fees that the Company has capitalized, including fees incurred by the independent registered public accounting firm directly related to the Shelf Registration. Deferred costs associated with the Shelf Registration will be reclassified to additional paid-in capital on a pro-rata basis when the Company completes offerings under the Shelf Registration. Any remaining deferred offering costs will be charged to the statement of operations at the earlier of when it becomes probable that the offering will not result in the receipt of proceeds from the issuance of securities or at the end of the three-year life of the Shelf Registration. Equity Method Investments Investments in 20% to 50%-owned companies are accounted for under the equity method as the Company can exercise significant influence, but not control, over such investments. The equity method requires that gains (losses) are recognized in other income (expense), net in the statements of operations. The Company spun out its acellular business to Reprise Biomedical, Inc. (“Reprise”) on June 30, 2019, retaining a 45% ownership in Reprise. In November 2020, the Company’s ownership decreased to 18%. Even though the Company’s ownership dropped below 20% in November 2020, the Company still had significant influence over the activities of Reprise due to common board members. In March 2021, the Company sold its remaining ownership interest in Reprise. The Company recorded its equity method share of losses in Reprise from January 1, 2021 to March 15, 2021 in the statements of operations (see Note 5). Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right of use assets and lease liabilities on the balance sheets. The right of uses assets and lease liabilities are recognized as the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses the interest rate available for the lowest-grade debt in the marketplace. The right of use asset is also adjusted for any lease payments made and lease incentives. The Company’s lease terms may include options to extend or terminate the lease typically at its own discretion. The Company does not include renewal options in the right of use asset and lease liability. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of related assets which range from three Patents Costs associated with the submission of a patent application are expensed as incurred given the uncertainty of the patents resulting in probable future economic benefits to the Company and are included in general and administration expenses on the statements of operations. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers (ASC 606), which the Company adopted effective January 1, 2019. The Company recognizes revenue for product sales when a contract and performance obligation is identified and control of the promised goods or services is transferred to the Company’s customers, which occurs at a point in time, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under our agreements, we perform the following steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) each performance obligation is satisfied. For agreements that include sales-based royalties and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur after the minimum guarantee is satisfied, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company assesses the collectability of the consideration and only recognizes revenue when the collectability of the consideration is deemed probable. The Company re-assesses the collectability of the consideration on a periodic basis, typically quarterly, and recognizes revenue deemed probable of being collected. Cost of Goods Sold Cost of goods sold consists of royalty expenses. Research and Development Costs Research and development expenses consist primarily of engineering, product development, consulting services, materials, depreciation and other costs associated with products and technologies in development. These expenses include employee and non-employee compensation, including stock-based compensation, supplies, materials, consulting, related travel expenses and facility costs. Expenditures for research and development activities are charged to operations as incurred. Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards on the grant date. The Company also determines the fair value of non-statutory stock options issued to consultants based on the fair value of the consultant’s commitment at the date of grant. Compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy the service condition is recognized in the period of the forfeiture. Under the applicable accounting guidance for equity incentive awards issued to non-employees, the date at which the fair value of such awards is measured is equal to the earlier of: 1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached; or 2) the date at which the counterparty ’ s performance is complete. The Company recognizes stock-based compensation expense for the fair value of the vested portion of the non-employee awards in the statements of operations. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model (the “ Black-Scholes model ” ), which requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted average period of time that the options granted are expected to be outstanding), the volatility of common stock and an assumed risk-free interest rate. The Company uses the “ simplified method ” to determine the expected term of the stock option. Volatility is based on an average of the historical volatilities of the common stock of publicly-traded companies with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The expected dividend assumption is based on the Company ’ s history of not paying dividends and its expectation that it will not declare dividends for the foreseeable future (see Note 9). Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, and accounts payable. Historically, the Company’s credit losses have been insignificant. Income Taxes The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As of December 31, 2022 and 2021, the Company did not have any material uncertain tax positions. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. The Company provides for deferred taxes at the enacted tax rate that is expected to apply when the temporary differences reverse. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related benefits. The Company has elected to recognize interest on tax deficiencies as interest expense and income tax penalties as general and administration expense. For the years ended December 31, 2022 and 2021, the Company recognized no interest or penalties (see Note 10). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Because we have reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods as all potentially dilutive shares consisting of stock options and warrants were antidilutive in those periods (see Note 16). Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) The Company determines if an arrangement is a lease at inception. Operating leases are included in right of use assets and lease liabilities on the balance sheets. The right of use assets and lease liabilities are recognized as the present value of the future minimum lease payments over the lease term at commencement date. The right of use asset is also adjusted for any lease payments made and excludes lease incentives and initial direct costs incurred. As most leases do not provide an implicit rate, and the Company does not have a readily available incremental borrowing rate, the Company uses the interest rate available for the lowest-grade debt in the marketplace based on the information available at commencement date in determining the present value of future payments. The standard provides a number of optional practical expedients in transition. The Company elected to exercise the package of practical expedients, which, among other things, allows the Company to carryforward the determining lease classification and lease term. As a result of adopting the new standard, the Company recognized right of use assets of $1,882,696 and lease liabilities of $2,020,839 as of January 1, 2022. Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation for the year ended December 31, 2022. Specifically, prior to the adoption of ASC 842, the Company presented capital leases together with long-term debt on the balance sheets. Financing leases (previously capital leases) are now presented separately on the balance sheets. In addition, prior to the adoption of ASC 842, the Company presented the non-cash change in deferred rent as deferred rent within the operating section of the statement of cash flows. This balance is now presented on the operating lease right of use asset line within the operating section of the statement of cash flows. The adoption of this standard did not have a material impact on income or cash flows (see Note 14). Accounting Pronouncements Not Yet Adopted The FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 2 — INITIAL PUBLIC OFFERING In June 2021, the Company completed the IPO in which the Company sold 5,520,000 shares of its common stock at a price to the public of $9.00 per share, which included the sale of 720,000 shares of common stock as a result of the full exercise of the underwriter’s overallotment option. The Company received proceeds of $49,679,945, excluding underwriting discounts and commissions, which was recorded to additional paid-in capital. The Company’s common stock commenced trading on the Nasdaq Capital Market on June 24, 2021 under the trading symbol “MIRO.” Upon the closing of the IPO, all shares of the then-outstanding convertible preferred stock were converted on their respective terms into a total of 12,139,071 shares of common stock. This resulted in a reclassification of $73,705,437 to additional paid-in capital. Offering costs incurred by the Company were $1,707,673, excluding underwriting commissions and discounts, which were recorded to additional paid-in capital. The Company issued the underwriter in the IPO a warrant to purchase up to 276,000 shares of its common stock. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENTS | |
INVESTMENTS | NOTE 3 — INVESTMENTS The Company has invested its excess cash in U.S. Treasury securities. The Company intends and has the ability to hold these investments to maturity. Securities with original maturity dates of more than three months are reported as held-to-maturity investments and are recorded at amortized cost, which approximates fair value due to the negligible risk of changes in value due to interest rates. All investments held on December 31, 2022 had contractual maturities of less than one year. Amortized Unrealized Unrealized Fair Cost Holding Gains Holding Losses Value Short-term: U.S. Treasury notes $ 19,989,489 $ — $ 187,089 $ 19,802,400 Total $ 19,989,489 $ — $ 187,089 $ 19,802,400 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
LAB EQUIPMENT, FURNITURE, LEASEHOLD IMPROVEMENTS AND CONSTRUCTION IN PROGRESS | |
LAB EQUIPMENT, FURNITURE, LEASEHOLD IMPROVEMENTS AND CONSTRUCTION IN PROGRESS | NOTE 4 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: December 31, December 31, 2022 2021 Lab equipment $ 1,977,436 $ 1,549,416 Leasehold improvements 3,392,220 3,239,307 Furniture, fixtures and computers 2,022,894 1,671,793 7,392,550 6,460,516 Less accumulated depreciation and amortization (1,846,856) (868,790) $ 5,545,694 $ 5,591,726 Depreciation and amortization expense was $1,108,431 and $167,907 for the years ended December 31, 2022 and 2021, respectively. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY METHOD INVESTMENT | |
EQUITY METHOD INVESTMENT | NOTE 5 — EQUITY METHOD INVESTMENT The Company previously manufactured and sold acellular medical devices in the hernia mesh and wound care markets through a separately identifiable business unit (the “Acellular Business”). On June 30, 2019, the Acellular Business was spun-out to Reprise. At the time of the spin-out the common stock of Reprise was valued at $1.00 per share and therefore the Company recognized a gain of $4,495,500 on its Reprise common stock holdings. At the time of the spin-out and until November 15, 2020, the Company owned 4,500,000 shares of common stock of Reprise, which represented 45% ownership in Reprise. In November 2020, the Company sold 2,700,000 shares of common stock of Reprise for $3,000,000 and retained an 18% ownership interest in Reprise. The Company sold its remaining shares of Reprise in March 2021 for $2,000,000. The Company recorded its equity method shares of losses from January 1, 2021 to March 15, 2021 in the statement of operations. Financial information from the financial statements of Reprise is summarized as follows: Period Ended March 15, 2021 Net sales $ 93,985 Gross margin $ 47,708 Net loss $ (1,376,522) Miromatrix Medical Inc. share of net loss $ (223,633) |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | NOTE 6 — ACCRUED EXPENSES Accrued expenses consisted of the following as of: December 31, December 31, 2022 2021 Wages $ 1,434,675 $ 704,502 Pre-clinical study costs 200,000 — Taxes 112,974 101,221 Legal 80,794 37,000 Key opinion leader compensation 18,700 25,500 Royalties 3,422 2,000 Facility costs — 242,892 Supplies — 127,505 Other 97,811 188,002 Accrued expenses $ 1,948,376 $ 1,428,622 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | NOTE 7 — FAIR VALUE MEASUREMENT The fair value of the Company’s financial instruments reflects the amount that the Company estimates that it would receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The Company uses a three-tier valuation hierarchy based upon observable and non-observable inputs to measure fair value: ● Level 1: Inputs that include quoted prices in active markets for identical assets and liabilities. ● Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company classifies cash and cash equivalents, as well as restricted cash, as Level 1 in the fair value hierarchy. The Company classifies its investments in U.S. Treasury notes as Level 1 in the fair value hierarchy. While the market for these securities are highly liquid and active, quoted prices for these securities may at times be derived from pricing models which use observable inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and other reference data including market research publications. The Company classified its equity method investments as Level 3 securities. The Company determined that a promissory note issued in March 2020 (“March 2020 Note”) contained a change in control provision which is a level 3 embedded derivative and is required to be bifurcated. In accordance with ASC 815, Derivatives and Hedging The table below discloses changes in value of the Company’s embedded derivative liabilities discussed above. Derivative liability balance at December 31, 2020 $ 246,962 Gain recognized to revalue derivative instrument at fair value (246,962) Derivative liability balance at December 31, 2021 $ — |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
DEBT | NOTE 8 — DEBT In January 2012, the Company signed an unsecured promissory note with the Regents of the University of Minnesota (the “University”) for $405,559. Commencing on January 1, 2016 the promissory note bore interest at 3.0% per annum, compounded monthly. On or before January 31, 2018, the Company was required to make monthly principal and interest payments of $7,737 until the note was paid in full. The note matured on December 31, 2022 and paid in full during 2022. As of December 31, 2022 and 2021, the principal outstanding on this loan was $0 and $83,849, respectively. In association with the promissory note, the Company issued the University warrants to purchase 80,000 shares of the Company’s common stock at an exercise price of $1.69, which were exercised in the second quarter of 2022. In May 2015, the Company entered into a loan agreement with the Minnesota Department of Employment and Economic Development under which the Company borrowed $250,000. The loan did not bear interest, was due in a lump sum payment on April 1, 2022 and was uncollateralized. As of December 31, 2022 and 2021, the balance outstanding on this loan was $0 and $250,000, respectively. In January 2019, the Company issued the University a promissory note in the amount of $385,997 in satisfaction of the Company’s minimum royalty obligation for the year ended December 31, 2018. The note bears interest at 6.0% per annum, compounded annually, and is due on January 31, 2025. As of both December 31, 2022 and 2021, the balance outstanding on this loan was $385,997. In addition, the Company issued the University a 10-year Future principal maturities for debt are as follows: Amounts Due in the Years Ending December 31, 2023 $ — 2024 — 2025 385,997 Total future maturities payments 385,997 Less current portion — Long-term debt $ 385,997 The weighted average interest rate on the current portion of debt was 0.8% as of December 31, 2021. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY | |
EQUITY | NOTE 9 — EQUITY Common Stock The Company is authorized to issue 190,000,000 shares of common stock, with a par value of $0.00001. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of common stockholders. Subject to preferences that may be applicable to any outstanding preferred shares, each share of common stock is entitled to share pro rata in any distributions. In any distribution of capital assets, holders of common stock are entitled to receive pro rata the assets remaining after payment of liabilities and liquidation preferences on any outstanding preferred stock. At December 31, 2022 and 2021, there were 20,944,109 and 20,385,645 shares of common stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.00001. As of December 31, 2022 and 2021, there were no shares of preferred stock issued and outstanding. Equity Incentive Plans In May 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of stock options, restricted stock units and other awards to employees, directors and consultants of the Company. Shares of common stock underlying outstanding awards under the 2019 Plan (defined below) and the 2021 Plan that expire, are forfeited, are retained by the Company to satisfy any exercise price or any tax withholding, repurchased by the Company at their original purchase price or settled in cash may be added to the number of shares of common stock available for issuance under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will automatically increase on the first day of each fiscal year, beginning January 1, 2022, in the amount equal to the lesser of (a) 4.5% of the total number of shares of common stock outstanding as of December 31 of the immediately preceding calendar year, (b) 600,000 shares of common stock, or (c) such lesser number of shares as determined by the Board of Directors. On January 1, 2023, the number of shares reserved for issuance under the 2021 Plan automatically increased by 600,000 shares of common stock. The Company also maintains its prior stock option plans adopted in 2010 (the “2010 Plan”) and 2019 (the “2019 Plan”) The Company ceased making awards under the 2010 Plan upon adoption of the 2019 Plan and similarly under the 2019 Plan upon stockholder approval of the 2021 Plan. As of December 31, 2022, there were 2,330,853 and 267,000 options outstanding under the 2010 Plan and 2019 Plan, respectively. As of December 31, 2022, there were 1,233,833 stock options and 239,198 restricted stock units outstanding under the 2021 Plan. As of December 31, 2022, there were 767,427 shares of common stock available for issuance under the 2021 Plan. Stock Options The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option grants with the following weighted average assumptions: 2022 2021 Expected life (years) 6.1 6.0 Risk-free interest rate 1.88 % 1.23 % Expected dividend yield — — Expected volatility 39.8 % 40.0 % The Company recognizes stock option compensation expense based on the grant date fair value of the award. The Company issues new common shares for stock options exercised. Stock option activity for the years ended December 31, 2022 and 2021 was as follows: 2022 2021 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of the year 3,526,138 $ 3.99 3,768,730 $ 3.15 Granted 963,000 $ 3.90 424,833 $ 8.59 Exercised (340,938) $ 1.25 (462,866) $ 1.95 Canceled or expired (316,514) $ 4.85 (204,559) $ 2.62 Options outstanding at end of the year 3,831,686 $ 4.12 3,526,138 $ 3.99 Options exercisable 2,729,561 $ 3.84 2,976,089 $ 3.42 The weighted average fair value of options granted for the years ending December 31, 2022 and 2021 was $1.58 and $3.42 per share, respectively. As of December 31, 2022, there were 3,831,686 common stock options outstanding with a weighted average remaining contractual life of 5.38 years. 3.88 years. The intrinsic value of the outstanding options as of December 31, 2022 and 2021 was $237,150 and $4,155,492, respectively. The intrinsic value of the exercisable options as of December 31, 2022 and 2021 was $212,510 and $3,995,176, respectively. The intrinsic value of options exercised for the years ended December 31, 2022 and 2021 was $762,264 and $2,412,480, respectively. The Company recognized $671,628 and $514,318 of stock-based compensation expense related to option grants during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was $1,744,777 of unrecognized compensation costs related to stock option grants which is expected to be recognized over the remaining vesting period during the years ending December 31, 2023, 2024, 2025, and 2026. The Company issues new common shares for options exercised. Restricted Stock Units The Company recognizes restricted stock unit (“RSU”) compensation expense based on the grant date fair value of the award. Each RSU is eligible to vest over time and settle into one newly issued share of Company common stock. RSU activity for the years ended December 31, 2022 and 2021 was as follows: 2022 2021 Weighted Weighted Average Grant Average Grant Date Fair Date Fair Shares Value Shares Value Unvested at beginning of the year 51,331 $ 8.29 — $ — Granted 236,174 $ 3.98 51,331 $ 8.29 Vested (37,542) $ 7.30 — $ — Canceled (10,765) $ 4.40 — $ — Unvested at end of the year 239,198 $ 4.20 51,331 $ 8.29 The Company recognized $473,045 and $107,841 of stock-based compensation expense related to restricted stock units during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was $741,499 of unrecognized compensation costs related to restricted stock units which is expected to be recognized over the remaining vesting period during the years ending December 31, 2023, 2024, 2025 and 2026. Employee Stock Purchase Plan The Company accounts for employee stock purchases made under its 2021 Employee Stock Purchase Plan (“2021 ESPP”), using the estimated grant date fair value in accordance with Accounting Standards Codification, Topic ASC 718, Stock Compensation There were 300,000 shares of common stock initially reserved for issuance under the 2021 ESPP. In addition, the 2021 ESPP contains a provision which provides for an automatic annual share increase on January 1 of each year, in an amount equal to the lesser of (i) 1% of the total number of shares outstanding as of December 31 of the immediately preceding calendar year, (ii) 200,000 shares or (iii) such number of shares as determined by the Board. As of December 31, 2022, there were 500,000 shares of common stock available for issuance under the 2021 ESPP. On January 1, 2023, the number of shares reserved for issuance under the 2021 ESPP automatically increased by 200,000 shares of common stock. There were no shares issued under the 2021 ESPP during the year ended December 31, 2022. Stock Warrants Stock warrant activity for the years ended December 31, 2022 and 2021 was as follows: Common warrants Warrants outstanding December 31, 2020 707,669 Granted 276,000 Exercised (82,790) Terminated (105,500) Warrants outstanding December 31, 2021 795,379 Granted — Exercised (191,559) Expired (4,629) Warrants outstanding December 31, 2022 599,191 Weighted average exercise price: December 31, 2022 $ 6.16 December 31, 2021 $ 5.18 Weighted average remaining contractual life in years: December 31, 2022 2.55 December 31, 2021 2.79 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 10 — INCOME TAXES A reconciliation of income tax expense computed using the federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2022 and 2021 is as follows: 2022 2021 Federal statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 12.0 6.0 Research and development tax credits 38.3 6.6 Stock compensation and other 0.3 (16.5) Change in valuation allowance (71.6) (17.1) Effective income tax rate — % — % The components of the Company’s deferred taxes for the years ended December 31, 2022 and 2021 are as follows: 2022 2021 Deferred tax assets: Capitalized research and development expenses $ 16,378,000 $ 66,000 Net operating loss carryforwards 10,102,000 6,939,000 Research and development credit 5,290,000 4,113,000 Option and warrant expense 2,134,000 1,910,000 Asset valuation reserves and other 980,000 103,000 Total deferred tax assets 34,884,000 13,131,000 Deferred tax liabilities Depreciation and amortization (318,000) — Total deferred tax liabilities (318,000) — Valuation allowance (34,566,000) (13,131,000) Net deferred tax assets $ — $ — The Company had no income tax expense due to the operating losses incurred for the years ended December 31, 2022 and 2021. Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s net deferred tax assets and has determined that it is more likely than not that the Company will not recognize the benefits of the net deferred tax assets. As a result, the Company has recorded a full valuation allowance at December 31, 2022 and 2021. The valuation allowance increased by $21,435,000 and $2,511,000 for the years ended December 31, 2022 and 2021 primarily due to the Company’s operating losses, respectively. At December 31, 2022, the Company had $40,468,000 of federal and $20,715,000 of state net operating loss carryforwards, respectively. If not utilized, these carryforwards expire in the years 2031 through 2041. The ultimate utilization of the net operating loss carryforwards may be limited in the future due to changes in the ownership of the Company. We may experience an ownership change in connection in the future as a result of subsequent changes in our stock ownership, some of which are outside our control; and we are do not currently intend to take any steps to prohibit any subsequent changes in our stock ownership in order to avoid such an ownership change. If an ownership change has occurred in the past or occurs in the future, we may not be able to use a material portion of our NOLs and other tax attributes to offset future taxable income or taxes if we attain profitability. This limitation, if applicable, has not been determined by the Company. As of December 31, 2022 and 2021, the Company has no uncertain tax positions. The Company recognizes both interest and penalties associated with unrecognized tax benefits as a component of income tax expense. The Company has not recorded any interest or penalties for unrecognized tax benefits for the years ended December 31, 2022 and 2021. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 11 — EMPLOYEE BENEFIT PLANS The Company’s employees are eligible to participate in a defined contribution benefit plan. Employees may contribute a percentage of their wages, subject to limits established by the Internal Revenue Code. The Company may elect to make discretionary contributions to the plan. Total contribution expense for the year ended December 31, 2022 was $26,942. There were no discretionary contributions during the year ended December 31, 2021. |
SIGNIFICANT CUSTOMERS
SIGNIFICANT CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT CUSTOMERS | |
SIGNIFICANT CUSTOMERS | NOTE 12 — SIGNIFICANT CUSTOMERS The Company had one customer that accounted for 100% of total revenue for the years ended December 31, 2022 and 2021. The current receivable for this customer is included in Receivable from Reprise Biomedical, Inc. on the balance sheets. The long-term receivable related to minimum royalties from this customer has been completely reserved against due to uncertainty regarding collectability (See Note 15). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 — COMMITMENTS AND CONTINGENCIES Patent License Agreement Under an Exclusive Patent License Agreement between the Company and the University, the Company is required to make minimum royalty payments to the University of $500,000 per year. Under the Patent and Know-How License Agreement with Reprise, Reprise has minimum royalty obligations to the Company of $500,000 per year (See Note 15). |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | NOTE 14 — LEASES The Company leases its corporate headquarters, which houses its research and development operations and office space. The lease term began in August 2021 and is scheduled to terminate in May 2029. The Company has one option to extend the term for a period of five years. The depreciable life of assets and leasehold improvements is limited by the expected lease term. The lease provided a tenant improvement allowance of $1,256,950, which was received by the Company during the first quarter of 2022. The tenant improvement allowance is included in the calculation of the right of use asset and lease liability. The Company also leases equipment that are accounted for as financing leases. Financing lease assets are classified as lab equipment within property and equipment on the balance sheets. Supplemental balance sheet information for the Company is as follows: Leases Classification December 31, 2022 Assets Operating lease assets Right of use asset $ 1,673,575 Financing lease assets Property and equipment, net of accumulated depreciation $ 81,325 Liabilities Current Operating Current portion of lease liability $ 389,649 Financing Current portion of financing lease obligations $ 44,157 Noncurrent Operating Lease liability, net $ 2,720,781 Financing Financing lease obligations, net $ 11,689 Information on the Company’s lease costs are as follows: Year Ended Lease cost Classification December 31, 2022 Operating lease cost Operating expenses: General and administrative $ 329,341 Financing lease cost Amortization of leased assets Depreciation and amortization $ 37,919 Interest on lease liabilities Interest expense $ 5,319 Variable lease cost (1) Operating expenses: General and administrative $ 208,574 (1) Variable lease costs consist primarily of taxes, insurance and common area maintenance costs for the Company’s operating lease. Future payments for the Company’s leases are as follows: Amounts Due in Years Ending Operating Leases Financing Leases Total 2023 $ 511,669 $ 46,298 $ 557,967 2024 527,020 12,030 539,050 2025 542,830 — 542,830 2026 559,115 — 559,115 2027 575,889 — 575,889 Thereafter 847,731 — 847,731 Total lease payments 3,564,254 58,328 3,622,582 Less imputed interest (453,824) (2,482) (456,306) Present value of lease liabilities $ 3,110,430 $ 55,846 $ 3,166,276 Additional information related to leases is as follows: Lease term and discount rate December 31, 2022 Weighted-average remaining term (years) Operating lease 6.4 Financing leases 1.1 Weighted-average discount rate Operating lease 4.2 % Financing leases 6.6 % Disclosures Related to Periods Prior to Adoption of New Lease Standard Capital Leases In October 2018, the Company signed a lease agreement for a piece of equipment that is being accounted for as a capitalized lease. The total cost of the equipment was $102,026. The lease bears interest at 7.2% and the Company will make 60 monthly payments of $1,863 until the lease is paid in full. As of December 31, 2021, the amount outstanding on the lease was $38,271. The lease is secured by the piece of equipment. In July 2021, the Company signed a lease agreement for a piece of equipment that is being accounted for as a capitalized lease. The total cost of the equipment was $44,251. The lease bears interest at 5.0% and the Company will make 24 monthly payments of $1,941 until the lease is paid in full. As of December 31, 2021, the amount outstanding on the lease was $33,597. The lease is secured by the piece of equipment. In September 2021, the Company signed a lease agreement for a piece of equipment that is being accounted for as a capitalized lease. The total cost of the equipment was $43,317. The lease bears interest at 6.8% and the Company will make 36 monthly payments of $1,337 until the lease is paid in full. As of December 31, 2021, the amount outstanding on the lease was $38,937. The lease is secured by the piece of equipment. Operating Leases The Company entered into operating leases primarily for its corporate headquarters, which houses its research and development operations and office space. Total expense under operating leases for the year ended December 31, 2021 was $384,903. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 15 — RELATED PARTY TRANSACTIONS A corporation owned by a former director of the Company who resigned as a director in June 2021 received payments for providing a consultant to the Company of $768 and $6,690 for the years December 31, 2022 and 2021, respectively. The Company received $33,066 for the year ended December 31, 2021, as royalty related to the spin-out of the acellular business to Reprise. As of December 31, 2021, the Company had a long-term receivable of $920,404 related to the minimum royalty due from Reprise. Due to the uncertainty regarding collectability, it was determined the contract did not meet the requirements of ASC 606 and the Company fully reserved against the receivables. Reprise was not a related party for the year ended December 31, 2022. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | NOTE 16 — NET LOSS PER SHARE Basic net loss per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing the weighted average number of common shares outstanding, after taking into consideration all dilutive potential shares outstanding during the period. Due to the existence of net losses for the years ended December 31, 2022 and 2021, basic and diluted net loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted average shares outstanding because such securities would have had an antidilutive impact due to losses reported for the periods presented: Year Ended December 31, 2022 2021 Common stock options outstanding 3,831,686 3,526,138 Common stock warrants 599,191 795,379 Restricted stock units 239,198 51,331 Total common stock equivalents 4,670,075 4,372,848 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17 SUBSEQUENT EVENTS In March 2023, the Company completed a public offering pursuant to which it sold an aggregate of 6,250,000 shares of our common stock at a public offering price of $1.60 per share to certain investors. The offering closed on March 10, 2023, resulting in net proceeds of approximately $8.8 million, after deducting underwriting discounts and commissions and other offering expenses. Piper Sandler & Co. acted as the book-running manager and Craig-Hallum Capital Group acted as the lead manager for the offering. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Preparation | Basis of Preparation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) applicable to annual reports of companies filing as a smaller reporting company. In the opinion of management, the accompanying financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, stockholders’ equity and cash flows for the presented periods. The Company has evaluated subsequent events occurring after the date of the financial statements for events requiring recording or disclosure in the financial statements. |
Reclassification | Reclassifications Certain reclassifications to previously reported financial information on the Balance Sheets and Statements of Operations have been made to conform to the current period presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short maturity of those instruments. The Company deposits its cash in high credit quality financial institutions. The balances, at times, may exceed federally insured limits. The Company has not experienced any losses from maintaining balances in excess of the federally insured limits. As of December 31, 2022 and 2021, the Company had $5,208,005 and $52,811,531, respectively, held as cash or invested in money market funds which are classified as a Level 1 fair valued measured asset since these funds are traded on a regular basis. |
Investments | Investments The Company has invested its excess cash in U.S. Treasury securities. The Company intends and has the ability to hold these investments to maturity. Securities with original maturity dates of more than three months are reported as held-to-maturity investments and are recorded at amortized cost, which approximates fair value due to the negligible risk of changes in value due to interest rates. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs are expenses directly related to the Shelf Registration Statement on Form S-3 filed with the SEC on July 1, 2022 and declared effective on July 11, 2022 (the “Shelf Registration”). These costs consist of legal, accounting, printing and filing fees that the Company has capitalized, including fees incurred by the independent registered public accounting firm directly related to the Shelf Registration. Deferred costs associated with the Shelf Registration will be reclassified to additional paid-in capital on a pro-rata basis when the Company completes offerings under the Shelf Registration. Any remaining deferred offering costs will be charged to the statement of operations at the earlier of when it becomes probable that the offering will not result in the receipt of proceeds from the issuance of securities or at the end of the three-year life of the Shelf Registration. |
Equity Method Investments | Equity Method Investments Investments in 20% to 50%-owned companies are accounted for under the equity method as the Company can exercise significant influence, but not control, over such investments. The equity method requires that gains (losses) are recognized in other income (expense), net in the statements of operations. The Company spun out its acellular business to Reprise Biomedical, Inc. (“Reprise”) on June 30, 2019, retaining a 45% ownership in Reprise. In November 2020, the Company’s ownership decreased to 18%. Even though the Company’s ownership dropped below 20% in November 2020, the Company still had significant influence over the activities of Reprise due to common board members. In March 2021, the Company sold its remaining ownership interest in Reprise. The Company recorded its equity method share of losses in Reprise from January 1, 2021 to March 15, 2021 in the statements of operations (see Note 5). |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right of use assets and lease liabilities on the balance sheets. The right of uses assets and lease liabilities are recognized as the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses the interest rate available for the lowest-grade debt in the marketplace. The right of use asset is also adjusted for any lease payments made and lease incentives. The Company’s lease terms may include options to extend or terminate the lease typically at its own discretion. The Company does not include renewal options in the right of use asset and lease liability. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of related assets which range from three |
Patents | Patents Costs associated with the submission of a patent application are expensed as incurred given the uncertainty of the patents resulting in probable future economic benefits to the Company and are included in general and administration expenses on the statements of operations. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers (ASC 606), which the Company adopted effective January 1, 2019. The Company recognizes revenue for product sales when a contract and performance obligation is identified and control of the promised goods or services is transferred to the Company’s customers, which occurs at a point in time, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under our agreements, we perform the following steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) each performance obligation is satisfied. For agreements that include sales-based royalties and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur after the minimum guarantee is satisfied, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company assesses the collectability of the consideration and only recognizes revenue when the collectability of the consideration is deemed probable. The Company re-assesses the collectability of the consideration on a periodic basis, typically quarterly, and recognizes revenue deemed probable of being collected. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold consists of royalty expenses. |
Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of engineering, product development, consulting services, materials, depreciation and other costs associated with products and technologies in development. These expenses include employee and non-employee compensation, including stock-based compensation, supplies, materials, consulting, related travel expenses and facility costs. Expenditures for research and development activities are charged to operations as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards on the grant date. The Company also determines the fair value of non-statutory stock options issued to consultants based on the fair value of the consultant’s commitment at the date of grant. Compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy the service condition is recognized in the period of the forfeiture. Under the applicable accounting guidance for equity incentive awards issued to non-employees, the date at which the fair value of such awards is measured is equal to the earlier of: 1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached; or 2) the date at which the counterparty ’ s performance is complete. The Company recognizes stock-based compensation expense for the fair value of the vested portion of the non-employee awards in the statements of operations. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model (the “ Black-Scholes model ” ), which requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted average period of time that the options granted are expected to be outstanding), the volatility of common stock and an assumed risk-free interest rate. The Company uses the “ simplified method ” to determine the expected term of the stock option. Volatility is based on an average of the historical volatilities of the common stock of publicly-traded companies with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The expected dividend assumption is based on the Company ’ s history of not paying dividends and its expectation that it will not declare dividends for the foreseeable future (see Note 9). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, and accounts payable. Historically, the Company’s credit losses have been insignificant. |
Income Taxes | Income Taxes The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As of December 31, 2022 and 2021, the Company did not have any material uncertain tax positions. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. The Company provides for deferred taxes at the enacted tax rate that is expected to apply when the temporary differences reverse. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related benefits. The Company has elected to recognize interest on tax deficiencies as interest expense and income tax penalties as general and administration expense. For the years ended December 31, 2022 and 2021, the Company recognized no interest or penalties (see Note 10). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Because we have reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods as all potentially dilutive shares consisting of stock options and warrants were antidilutive in those periods (see Note 16). |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements The FASB issued ASU No. 2016-02, Leases (Topic 842) The Company determines if an arrangement is a lease at inception. Operating leases are included in right of use assets and lease liabilities on the balance sheets. The right of use assets and lease liabilities are recognized as the present value of the future minimum lease payments over the lease term at commencement date. The right of use asset is also adjusted for any lease payments made and excludes lease incentives and initial direct costs incurred. As most leases do not provide an implicit rate, and the Company does not have a readily available incremental borrowing rate, the Company uses the interest rate available for the lowest-grade debt in the marketplace based on the information available at commencement date in determining the present value of future payments. The standard provides a number of optional practical expedients in transition. The Company elected to exercise the package of practical expedients, which, among other things, allows the Company to carryforward the determining lease classification and lease term. As a result of adopting the new standard, the Company recognized right of use assets of $1,882,696 and lease liabilities of $2,020,839 as of January 1, 2022. Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation for the year ended December 31, 2022. Specifically, prior to the adoption of ASC 842, the Company presented capital leases together with long-term debt on the balance sheets. Financing leases (previously capital leases) are now presented separately on the balance sheets. In addition, prior to the adoption of ASC 842, the Company presented the non-cash change in deferred rent as deferred rent within the operating section of the statement of cash flows. This balance is now presented on the operating lease right of use asset line within the operating section of the statement of cash flows. The adoption of this standard did not have a material impact on income or cash flows (see Note 14). Accounting Pronouncements Not Yet Adopted The FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENTS | |
Schedule of amortized cost and estimated fair values of investments | Amortized Unrealized Unrealized Fair Cost Holding Gains Holding Losses Value Short-term: U.S. Treasury notes $ 19,989,489 $ — $ 187,089 $ 19,802,400 Total $ 19,989,489 $ — $ 187,089 $ 19,802,400 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LAB EQUIPMENT, FURNITURE, LEASEHOLD IMPROVEMENTS AND CONSTRUCTION IN PROGRESS | |
Schedule of lab equipment, furniture, leasehold improvements and construction in progress | December 31, December 31, 2022 2021 Lab equipment $ 1,977,436 $ 1,549,416 Leasehold improvements 3,392,220 3,239,307 Furniture, fixtures and computers 2,022,894 1,671,793 7,392,550 6,460,516 Less accumulated depreciation and amortization (1,846,856) (868,790) $ 5,545,694 $ 5,591,726 |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY METHOD INVESTMENT | |
Schedule of financial information from the financial statements of Reprise | Period Ended March 15, 2021 Net sales $ 93,985 Gross margin $ 47,708 Net loss $ (1,376,522) Miromatrix Medical Inc. share of net loss $ (223,633) |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES | |
Schedule of current accrued expenses | December 31, December 31, 2022 2021 Wages $ 1,434,675 $ 704,502 Pre-clinical study costs 200,000 — Taxes 112,974 101,221 Legal 80,794 37,000 Key opinion leader compensation 18,700 25,500 Royalties 3,422 2,000 Facility costs — 242,892 Supplies — 127,505 Other 97,811 188,002 Accrued expenses $ 1,948,376 $ 1,428,622 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENT | |
Schedule of changes in value of the Company's embedded derivative liabilities | Derivative liability balance at December 31, 2020 $ 246,962 Gain recognized to revalue derivative instrument at fair value (246,962) Derivative liability balance at December 31, 2021 $ — |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
Schedule of future principal maturities for debt | Amounts Due in the Years Ending December 31, 2023 $ — 2024 — 2025 385,997 Total future maturities payments 385,997 Less current portion — Long-term debt $ 385,997 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY | |
Schedule of stock option activity | 2022 2021 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of the year 3,526,138 $ 3.99 3,768,730 $ 3.15 Granted 963,000 $ 3.90 424,833 $ 8.59 Exercised (340,938) $ 1.25 (462,866) $ 1.95 Canceled or expired (316,514) $ 4.85 (204,559) $ 2.62 Options outstanding at end of the year 3,831,686 $ 4.12 3,526,138 $ 3.99 Options exercisable 2,729,561 $ 3.84 2,976,089 $ 3.42 |
Schedule of weighted average assumptions | 2022 2021 Expected life (years) 6.1 6.0 Risk-free interest rate 1.88 % 1.23 % Expected dividend yield — — Expected volatility 39.8 % 40.0 % |
Summary of restricted stock unit activity | 2022 2021 Weighted Weighted Average Grant Average Grant Date Fair Date Fair Shares Value Shares Value Unvested at beginning of the year 51,331 $ 8.29 — $ — Granted 236,174 $ 3.98 51,331 $ 8.29 Vested (37,542) $ 7.30 — $ — Canceled (10,765) $ 4.40 — $ — Unvested at end of the year 239,198 $ 4.20 51,331 $ 8.29 |
Schedule of stock warrant activity | Common warrants Warrants outstanding December 31, 2020 707,669 Granted 276,000 Exercised (82,790) Terminated (105,500) Warrants outstanding December 31, 2021 795,379 Granted — Exercised (191,559) Expired (4,629) Warrants outstanding December 31, 2022 599,191 Weighted average exercise price: December 31, 2022 $ 6.16 December 31, 2021 $ 5.18 Weighted average remaining contractual life in years: December 31, 2022 2.55 December 31, 2021 2.79 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of reconciliation of income tax expense computed using federal statutory income tax rate to Company's effective income tax rate | 2022 2021 Federal statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 12.0 6.0 Research and development tax credits 38.3 6.6 Stock compensation and other 0.3 (16.5) Change in valuation allowance (71.6) (17.1) Effective income tax rate — % — % |
Schedule of components of deferred taxes | 2022 2021 Deferred tax assets: Capitalized research and development expenses $ 16,378,000 $ 66,000 Net operating loss carryforwards 10,102,000 6,939,000 Research and development credit 5,290,000 4,113,000 Option and warrant expense 2,134,000 1,910,000 Asset valuation reserves and other 980,000 103,000 Total deferred tax assets 34,884,000 13,131,000 Deferred tax liabilities Depreciation and amortization (318,000) — Total deferred tax liabilities (318,000) — Valuation allowance (34,566,000) (13,131,000) Net deferred tax assets $ — $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of supplemental condensed balance sheet information | Leases Classification December 31, 2022 Assets Operating lease assets Right of use asset $ 1,673,575 Financing lease assets Property and equipment, net of accumulated depreciation $ 81,325 Liabilities Current Operating Current portion of lease liability $ 389,649 Financing Current portion of financing lease obligations $ 44,157 Noncurrent Operating Lease liability, net $ 2,720,781 Financing Financing lease obligations, net $ 11,689 |
Schedule of lease costs | Year Ended Lease cost Classification December 31, 2022 Operating lease cost Operating expenses: General and administrative $ 329,341 Financing lease cost Amortization of leased assets Depreciation and amortization $ 37,919 Interest on lease liabilities Interest expense $ 5,319 Variable lease cost (1) Operating expenses: General and administrative $ 208,574 |
Schedule of future payments, Operating leases | Amounts Due in Years Ending Operating Leases Financing Leases Total 2023 $ 511,669 $ 46,298 $ 557,967 2024 527,020 12,030 539,050 2025 542,830 — 542,830 2026 559,115 — 559,115 2027 575,889 — 575,889 Thereafter 847,731 — 847,731 Total lease payments 3,564,254 58,328 3,622,582 Less imputed interest (453,824) (2,482) (456,306) Present value of lease liabilities $ 3,110,430 $ 55,846 $ 3,166,276 |
Schedule of future payments, Financing leases | Future payments for the Company’s leases are as follows: Amounts Due in Years Ending Operating Leases Financing Leases Total 2023 $ 511,669 $ 46,298 $ 557,967 2024 527,020 12,030 539,050 2025 542,830 — 542,830 2026 559,115 — 559,115 2027 575,889 — 575,889 Thereafter 847,731 — 847,731 Total lease payments 3,564,254 58,328 3,622,582 Less imputed interest (453,824) (2,482) (456,306) Present value of lease liabilities $ 3,110,430 $ 55,846 $ 3,166,276 |
Schedule of lease term and discount rate | Lease term and discount rate December 31, 2022 Weighted-average remaining term (years) Operating lease 6.4 Financing leases 1.1 Weighted-average discount rate Operating lease 4.2 % Financing leases 6.6 % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER SHARE | |
Schedule of potentially dilutive securities | Year Ended December 31, 2022 2021 Common stock options outstanding 3,831,686 3,526,138 Common stock warrants 599,191 795,379 Restricted stock units 239,198 51,331 Total common stock equivalents 4,670,075 4,372,848 |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Charter (Details) | Jun. 23, 2021 class shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | May 20, 2021 | Dec. 31, 2020 shares |
Capital stock | |||||
Common stock, authorized (in shares) | 190,000,000 | 190,000,000 | 190,000,000 | 30,000,000 | |
Preferred stock , authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||
Number of classes of stock | class | 2 | ||||
Series C Convertible Preferred Stock | |||||
Capital stock | |||||
Stock conversion, percentage common stock price | 80% |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | $ 5,208,005 | $ 52,811,531 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Equity Method Investments (Details) - Reprise | Nov. 30, 2020 | Nov. 14, 2020 | Jun. 30, 2019 |
Equity method investments | |||
Ownership interest (as a percent) | 18% | 45% | 45% |
Maximum | |||
Equity method investments | |||
Ownership interest (as a percent) | 20% |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - Machinery and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Property, plant and equipment | |
Estimated useful lives | 3 years |
Maximum | |
Property, plant and equipment | |
Estimated useful lives | 5 years |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | ||
Interest and penalties | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND S_8
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Pronouncements | ||
Right of use asset | $ 1,673,575 | |
Lease liabilities | $ 3,110,430 | |
Cumulative Effect, Period of Adoption, Adjustment | ASU 2016 02, Leases | ||
Accounting Pronouncements | ||
Right of use asset | $ 1,882,696 | |
Lease liabilities | $ 2,020,839 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Common Warrants | ||
Public offerings | ||
Warrants issued (in shares) | 276,000 | 276,000 |
Common Stock | ||
Public offerings | ||
Sale of common stock (in shares) | 5,520,000 | |
Conversion of preferred stock to common stock (in shares) | 12,139,071 | |
Additional Paid-in Capital | ||
Public offerings | ||
Conversion of preferred stock to common stock | $ 73,705,437 | |
IPO | ||
Public offerings | ||
Sale of common stock (in shares) | 5,520,000 | |
Share price (in dollars per share) | $ 9 | |
Proceeds from sale of common stock | $ 49,679,945 | |
Offering costs recorded to additional paid-in capital | $ 1,707,673 | |
Over-allotment option | ||
Public offerings | ||
Sale of common stock (in shares) | 720,000 |
INVESTMENTS - Amortized Cost an
INVESTMENTS - Amortized Cost and Estimated Fair Value (Details) | Dec. 31, 2022 USD ($) |
Investments | |
Amortized Cost | $ 19,989,489 |
Unrealized Holding Losses | 187,089 |
Fair Value | 19,802,400 |
U.S. Treasury notes, Short-term | |
Investments | |
Amortized Cost | 19,989,489 |
Unrealized Holding Losses | 187,089 |
Fair Value | $ 19,802,400 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | ||
Property and equipment, gross | $ 7,392,550 | $ 6,460,516 |
Less accumulated depreciation and amortization | (1,846,856) | (868,790) |
Property and equipment, net | 5,545,694 | 5,591,726 |
Depreciation and amortization | 1,108,431 | 167,907 |
Lab equipment | ||
Property, plant and equipment | ||
Property and equipment, gross | 1,977,436 | 1,549,416 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property and equipment, gross | 3,392,220 | 3,239,307 |
Furniture and fixtures & computers | ||
Property, plant and equipment | ||
Property and equipment, gross | $ 2,022,894 | $ 1,671,793 |
EQUITY METHOD INVESTMENT - Repr
EQUITY METHOD INVESTMENT - Reprise (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Nov. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2021 | Nov. 14, 2020 | |
Equity method investments | |||||
Proceeds from sale of equity-method investment | $ 2,000,000 | ||||
Reprise Biomedical, Inc. | |||||
Equity method investments | |||||
Gain on sale of equity method investment | $ 4,495,500 | ||||
Number of equity method investment shares owned | 4.5 | ||||
Ownership interest (as a percent) | 18% | 45% | 45% | ||
Number of equity method investment shares sold | 2.7 | ||||
Proceeds from sale of equity-method investment | $ 2,000,000 | $ 3,000,000 | |||
Reprise Biomedical, Inc. | |||||
Equity method investments | |||||
Share price (in dollars per share) | $ 1 |
EQUITY METHOD INVESTMENT - Inco
EQUITY METHOD INVESTMENT - Income Statement (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity method investments | |||
Net sales | $ 953,470 | $ 33,066 | |
Gross margin | 453,470 | (466,934) | |
Miromatrix Medical Inc. share of net loss | $ (29,959,997) | $ (14,670,756) | |
Reprise Biomedical, Inc. | |||
Equity method investments | |||
Net sales | $ 93,985 | ||
Gross margin | 47,708 | ||
Net loss | (1,376,522) | ||
Miromatrix Medical Inc. share of net loss | $ (223,633) |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ACCRUED EXPENSES | ||
Wages | $ 1,434,675 | $ 704,502 |
Pre-clinical study costs | 200,000 | |
Taxes | 112,974 | 101,221 |
Legal | 80,794 | 37,000 |
Key opinion leader compensation | 18,700 | 25,500 |
Royalties | 3,422 | 2,000 |
Facility costs | 242,892 | |
Supplies | 127,505 | |
Other | 97,811 | 188,002 |
Accrued expenses | $ 1,948,376 | $ 1,428,622 |
FAIR VALUE MEASUREMENT - Change
FAIR VALUE MEASUREMENT - Changes (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
FAIR VALUE MEASUREMENT | |
(Gain) Loss recognized to revalue derivative instrument at fair value | $ (246,962) |
Level 3 | |
FAIR VALUE MEASUREMENT | |
Embedded derivative liability | |
Derivative liability beginning balance | 246,962 |
(Gain) Loss recognized to revalue derivative instrument at fair value | $ (246,962) |
DEBT - Agreements (Details)
DEBT - Agreements (Details) - USD ($) | 1 Months Ended | ||||||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2012 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2016 | May 31, 2015 | |
Debt | |||||||
Long-term debt outstanding | $ 385,997 | ||||||
Warrants, Regents of the University of Minnesota | |||||||
Debt | |||||||
Number of warrants issued | 80,000 | ||||||
Warrant exercise price (in dollars per share) | $ 1.69 | ||||||
Warrants, University of Minnesota | |||||||
Debt | |||||||
Number of warrants issued | 20,587 | ||||||
Term of warrant | 10 years | ||||||
Warrant exercise price (in dollars per share) | $ 3.75 | ||||||
Promissory Note, Regents of the University of Minnesota, Due December 31, 2022 | |||||||
Debt | |||||||
Face value of debt | $ 405,559 | ||||||
Interest rate (as a percent) | 3% | ||||||
Periodic payment frequency | monthly | ||||||
Amount of periodic principal and interest payments | $ 7,737 | ||||||
Long-term debt outstanding | 0 | $ 83,849 | |||||
Loan, Minnesota Department of Employment and Economic Development | |||||||
Debt | |||||||
Face value of debt | $ 250,000 | ||||||
Long-term debt outstanding | 0 | 250,000 | |||||
Promissory Note, University of Minnesota, Due January 31, 2025 | |||||||
Debt | |||||||
Face value of debt | $ 385,997 | ||||||
Interest rate (as a percent) | 6% | ||||||
Long-term debt outstanding | $ 385,997 | $ 385,997 |
DEBT - Debt Maturities (Details
DEBT - Debt Maturities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Amounts Due in the Twelve Months Ending March 31 | ||
2025 | $ 385,997 | |
Total future maturities payments | 385,997 | |
Less current portion | $ (333,849) | |
Long-term debt | $ 385,997 | $ 385,997 |
Current portion of debt | ||
Amounts Due in the Twelve Months Ending March 31 | ||
Weighted average interest rate (as a percent) | 0.80% |
EQUITY - Common Stock (Details)
EQUITY - Common Stock (Details) | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Jun. 23, 2021 shares | Dec. 31, 2020 shares |
EQUITY | ||||
Common stock, authorized (in shares) | 190,000,000 | 190,000,000 | 190,000,000 | 30,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||
Number of votes | Vote | 1 | |||
Common stock, issued (in shares) | 20,944,109 | 20,385,645 | ||
Common stock, outstanding (in shares) | 20,944,109 | 20,385,645 |
EQUITY - Preferred Stock (Detai
EQUITY - Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 23, 2021 |
EQUITY | |||
Preferred stock , authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Preferred stock, issued (in shares) | 0 | 0 | |
Preferred stock, outstanding (in shares) | 0 | 0 |
EQUITY - Equity Incentive Plans
EQUITY - Equity Incentive Plans (Details) - shares | Jan. 01, 2023 | Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based compensation | |||||
Options outstanding (in shares) | 3,831,686 | 3,526,138 | 3,768,730 | ||
2010 Plan | |||||
Share-based compensation | |||||
Options outstanding (in shares) | 2,330,853 | ||||
2019 Plan | |||||
Share-based compensation | |||||
Options outstanding (in shares) | 267,000 | ||||
2021 Plan | |||||
Share-based compensation | |||||
Maximum annual increase in shares reserved for issuance, as a percent of total shares of common stock outstanding | 4.50% | ||||
Maximum number of additional shares reserved for issuance annually | 600,000 | ||||
Options outstanding (in shares) | 1,233,833 | ||||
Number of shares of common stock available for issuance | 767,427 | ||||
2021 Plan | Subsequent event | |||||
Share-based compensation | |||||
Increase in number of shares reserved for issuance during the period | 600,000 | ||||
2021 Plan | Restricted stock units | |||||
Share-based compensation | |||||
Units outstanding (in shares) | 239,198 |
EQUITY - Option Pricing (Detail
EQUITY - Option Pricing (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based compensation | ||
Expected life (years) | 6 years 1 month 6 days | 6 years |
Risk-free interest rate | 1.88% | 1.23% |
Expected volatility | 39.80% | 40% |
EQUITY - Stock Option Activity
EQUITY - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of options granted - Shares | ||
Options outstanding at beginning of the period (in shares) | 3,526,138 | 3,768,730 |
Granted (in shares) | 963,000 | 424,833 |
Exercised (in shares) | (340,938) | (462,866) |
Canceled or expired (in shares) | (316,514) | (204,559) |
Options outstanding at end of the period (in shares) | 3,831,686 | 3,526,138 |
Options exercisable (in shares) | 2,729,561 | 2,976,089 |
Summary of options granted - Weighted Average Exercise Price | ||
Options outstanding at beginning of the period (in dollars per share) | $ 3.99 | $ 3.15 |
Granted (in dollars per share) | 3.90 | 8.59 |
Exercised (in dollars per share) | 1.25 | 1.95 |
Canceled or expired (in dollars per share) | 4.85 | 2.62 |
Options outstanding at end of the period (in dollars per share) | 4.12 | 3.99 |
Options exercisable (in dollars per share) | 3.84 | 3.42 |
Weighted average fair value of options granted (in dollars per share) | $ 1.58 | $ 3.42 |
Weighted average remaining contractual term, Options outstanding | 5 years 4 months 17 days | |
Weighted average remaining contractual term, Options exercisable | 3 years 10 months 17 days | |
Intrinsic value, Options outstanding | $ 237,150 | $ 4,155,492 |
Intrinsic value, Options exercisable | 212,510 | 3,995,176 |
Intrinsic value, Options exercised | 762,264 | 2,412,480 |
Unrecognized compensation costs | 1,744,777 | |
Stock options | ||
Summary of options granted - Weighted Average Exercise Price | ||
Stock based compensation | $ 671,628 | $ 514,318 |
EQUITY - Restricted Stock Units
EQUITY - Restricted Stock Units (Details) - Restricted stock units - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based compensation | ||
Number of common shares issued upon vesting of each RSU | 1 | |
Unvested at beginning of the year | 51,331 | 0 |
Granted (in shares) | 236,174 | 51,331 |
Vested (in shares) | (37,542) | |
Canceled (in shares) | (10,765) | |
Unvested at end of the year | 239,198 | 51,331 |
Granted, Weighted average grant date fair value (in dollars per share) | $ 3.98 | $ 8.29 |
Vested, Weighted average grant date fair value (in dollars per share) | 7.30 | |
Canceled, Weighted average grant date fair value (in dollars per share) | 4.40 | |
Unvested, Weighted average grant date fair value (in dollars per share) | $ 4.20 | $ 8.29 |
Stock based compensation | $ 473,045 | $ 107,841 |
Unrecognized compensation costs | $ 741,499 |
EQUITY - Employee Stock Purchas
EQUITY - Employee Stock Purchase Plan (Details) - 2021 ESPP - shares | 12 Months Ended | |
Jan. 01, 2023 | Dec. 31, 2022 | |
Share-based compensation | ||
Number of shares reserved for issuance | 300,000 | |
Maximum annual increase in shares reserved for issuance, as a percent of total shares of common stock outstanding | 1% | |
Maximum number of additional shares reserved for issuance annually | 200,000 | |
Stock available for issuance (in shares) | 500,000 | |
Number of shares issued, ESPP | 0 | |
Subsequent event | ||
Share-based compensation | ||
Automatic increase in shares reserved for issuance (in shares) | 200,000 |
EQUITY - Stock Warrants (Detail
EQUITY - Stock Warrants (Details) - Common Warrants - $ / shares | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' DEFICIT AND MEZZANINE EQUITY | |||
Warrants outstanding, beginning balance (in shares) | 795,379 | 707,669 | |
Granted (in shares) | 276,000 | 276,000 | |
Exercised (in shares) | (191,559) | (82,790) | |
Expired/Terminated (in shares) | (4,629) | (105,500) | |
Warrants outstanding, ending balance (in shares) | 599,191 | 795,379 | |
Weighted average exercise price (in dollars per share) | $ 6.16 | $ 5.18 | |
Weighted average remaining contractual life in years | 2 years 6 months 18 days | 2 years 9 months 14 days |
INCOME TAXES - Rate reconciliat
INCOME TAXES - Rate reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of income tax expense | ||
Federal statutory rate (as a percent) | 21% | 21% |
State income tax, net of federal benefit (as a percent) | 12% | 6% |
Research and development tax credits (as a percent) | 38.30% | 6.60% |
Stock compensation and other (as a percent) | 0.30% | (16.50%) |
Change in valuation allowance (as a percent) | (71.60%) | (17.10%) |
Effective income tax rate (as a percent) |
INCOME TAXES - Deferred Tax (De
INCOME TAXES - Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Capitalized research and development expenses | $ 16,378 | $ 66 |
Net operating loss carryforwards | 10,102 | 6,939 |
Research and development credit | 5,290 | 4,113 |
Option and warrant expense | 2,134 | 1,910 |
Asset valuation reserves and other | 980 | 103 |
Total deferred tax assets | 34,884 | 13,131 |
Deferred tax liabilities: | ||
Depreciation and amortization | (318) | |
Total deferred tax liabilities | (318) | |
Valuation allowance | (34,566) | (13,131) |
Net deferred tax assets |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Income taxes | $ 0 | $ 0 |
Increase in valuation allowance | 21,435 | 2,511 |
Amount of uncertain tax positions | 0 | 0 |
Amount of interest or penalties for unrecognized tax benefits | 0 | $ 0 |
Federal income tax | ||
INCOME TAXES | ||
Operating loss carry-forwards | 40,468 | |
State income tax | ||
INCOME TAXES | ||
Operating loss carry-forwards | $ 20,715 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
EMPLOYEE BENEFIT PLANS | ||
Contribution expense | $ 26,942 | |
Discretionary contributions | $ 0 |
SIGNIFICANT CUSTOMERS (Details)
SIGNIFICANT CUSTOMERS (Details) - Revenue - Customer - One customer - customer | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SIGNIFICANT CUSTOMERS | ||
Number of customers | 1 | 1 |
Concentration risk, percentage | 100% | 100% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Patent License Agreement (Details) | Dec. 31, 2022 USD ($) |
Reprise Biomedical, Inc. | Patent and Know-How License Agreement | |
Agreements | |
Minimum royalty payments to be received per year from related party | $ 500,000 |
University | Patent License Agreement | |
Agreements | |
Minimum royalty payments to be paid per year | $ 500,000 |
LEASES - Agreements (Details)
LEASES - Agreements (Details) - Building | 1 Months Ended | 3 Months Ended |
Aug. 31, 2021 item | Mar. 31, 2022 USD ($) | |
Leases | ||
Number of options to extend | item | 1 | |
Option to extend term | 5 years | |
Tenant improvement allowance received during the period | $ | $ 1,256,950 |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease assets, Right of use asset | $ 1,673,575 | |
Financing lease assets | $ 81,325 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position | Property and equipment, net | |
Liabilities | ||
Current Operating - Current portion of lease liability | $ 389,649 | |
Current Financing - Current portion of financing lease obligations | 44,157 | $ 58,037 |
Noncurrent Operating - Lease liability, net | 2,720,781 | |
Noncurrent Financing - Financing lease obligations, net | $ 11,689 | $ 52,768 |
LEASES - Lease costs (Details)
LEASES - Lease costs (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lease cost | |
Operating lease cost - Operating expenses: General and administrative | $ 329,341 |
Financing lease cost | |
Amortization of leased assets - Depreciation and amortization | 37,919 |
Interest on lease liabilities - Interest expense | 5,319 |
Variable lease cost - Operating expenses: General and administrative | $ 208,574 |
LEASES - Lease payments (Detail
LEASES - Lease payments (Details) | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 511,669 |
2024 | 527,020 |
2025 | 542,830 |
2026 | 559,115 |
2027 | 575,889 |
Thereafter | 847,731 |
Total lease payments | 3,564,254 |
Less imputed interest | (453,824) |
Present value of lease liabilities | $ 3,110,430 |
Operating Lease, Liability, Statement of Financial Position | Current portion of lease liability, Lease liability, net |
Financing Leases | |
2023 | $ 46,298 |
2024 | 12,030 |
Total lease payments | 58,328 |
Less imputed interest | (2,482) |
Present value of lease liabilities | $ 55,846 |
Finance Lease, Liability, Statement of Financial Position | Current portion of financing lease obligations, Financing lease obligations, net |
Total Operating and Financing Leases | |
2023 | $ 557,967 |
2024 | 539,050 |
2025 | 542,830 |
2026 | 559,115 |
2027 | 575,889 |
Thereafter | 847,731 |
Total lease payments | 3,622,582 |
Less imputed interest | (456,306) |
Present value of lease liabilities | $ 3,166,276 |
LEASES - Additional information
LEASES - Additional information (Details) | Dec. 31, 2022 |
LEASES | |
Weighted-average remaining term (in years) - Operating leases | 6 years 4 months 24 days |
Weighted-average remaining term (in years) - Financing leases | 1 year 1 month 6 days |
Weighted-average discount rate - Operating lease (as a percent) | 4.20% |
Weighted-average discount rate - Financing lease (as a percent) | 6.60% |
LEASES - Prior to adoption of A
LEASES - Prior to adoption of ASU - Capital leases (Details) | 1 Months Ended | |||
Sep. 30, 2021 USD ($) payment | Jul. 31, 2021 USD ($) payment | Oct. 31, 2018 USD ($) payment | Dec. 31, 2021 USD ($) | |
Capital Lease, October 2018 | ||||
Capital lease obligations | ||||
Capitalized lease | $ 102,026 | |||
Interest rate (as a percent) | 7.20% | |||
Number of monthly payments | payment | 60 | |||
Periodic payment frequency | monthly | |||
Amount of periodic principal and interest payments | $ 1,863 | |||
Lease outstanding | $ 38,271 | |||
Capital Lease, July 2021 | ||||
Capital lease obligations | ||||
Capitalized lease | $ 44,251 | |||
Interest rate (as a percent) | 5% | |||
Number of monthly payments | payment | 24 | |||
Periodic payment frequency | monthly | |||
Amount of periodic principal and interest payments | $ 1,941 | |||
Lease outstanding | $ 33,597 | |||
Capital Lease, September 2021 | ||||
Capital lease obligations | ||||
Capitalized lease | $ 43,317 | |||
Interest rate (as a percent) | 6.80% | |||
Number of monthly payments | payment | 36 | |||
Periodic payment frequency | monthly | |||
Amount of periodic principal and interest payments | $ 1,337 | |||
Lease outstanding | $ 38,937 |
LEASES - Prior to adoption of_2
LEASES - Prior to adoption of ASU - Operating leases (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
LEASES | |
Operating lease expense | $ 384,903 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Corporation owned by former director | Consulting services | ||
RELATED PARTY TRANSACTIONS | ||
Consulting services | $ 768 | $ 6,690 |
Reprise Biomedical, Inc. | Patent and Know-How License Agreement | ||
RELATED PARTY TRANSACTIONS | ||
Royalty | 33,066 | |
Long term receivables | 920,404 | |
Reserve against receivable | $ 920,404 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
NET LOSS PER SHARE | ||
Potentially dilutive securities | 4,670,075 | 4,372,848 |
Stock options | ||
NET LOSS PER SHARE | ||
Potentially dilutive securities | 3,831,686 | 3,526,138 |
Common stock warrants | ||
NET LOSS PER SHARE | ||
Potentially dilutive securities | 599,191 | 795,379 |
Restricted stock units | ||
NET LOSS PER SHARE | ||
Potentially dilutive securities | 239,198 | 51,331 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event - March 2023 Offering $ / shares in Units, shares in Thousands, $ in Millions | Mar. 10, 2023 USD ($) $ / shares shares |
SUBSEQUENT EVENTS | |
Sale of common stock (in shares) | shares | 6,250 |
Share price (in dollars per share) | $ / shares | $ 1.60 |
Proceeds from sale of common stock | $ | $ 8.8 |