Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ECOR | |
Entity Registrant Name | electroCore, Inc. | |
Entity Central Index Key | 0001560258 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,749,221 | |
Entity File Number | 001-38538 | |
Entity Tax Identification Number | 20-3454976 | |
Entity Address, Address Line One | 200 Forge Way | |
Entity Address, Address Line Two | Suite 205 | |
Entity Address, City or Town | Rockaway | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07866 | |
City Area Code | (973) | |
Local Phone Number | 290-0097 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 11,908 | $ 17,712 |
Restricted cash | 250 | 250 |
Accounts receivable, net | 213 | 401 |
Inventories, net | 2,478 | 1,982 |
Prepaid expenses and other current assets | 525 | 828 |
Total current assets | 15,374 | 21,173 |
Inventories, noncurrent | 1,451 | 2,194 |
Property and equipment, net | 34 | 50 |
Operating lease right of use assets, net | 550 | 565 |
Other assets, net | 891 | 774 |
Total assets | 18,300 | 24,756 |
Current liabilities: | ||
Accounts payable | 2,001 | 2,129 |
Accrued expenses and other current liabilities | 3,770 | 4,842 |
Current portion of operating lease liabilities | 77 | 74 |
Total current liabilities | 5,848 | 7,045 |
Noncurrent liabilities: | ||
Operating lease liabilities, noncurrent | 605 | 625 |
Total liabilities | 6,453 | 7,670 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock, par value $0.001 per share; 10,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 0 shares issued and outstanding at March 31, 2023 and 71,173 issued and outstanding at December 31, 2022 ($0.001 per share liquidation value) | ||
Common Stock, par value $0.001 per share; 500,000,000 shares authorized at March 31, 2023 and December 31, 2022; 4,745,781 shares issued and outstanding at March 31, 2023 and 4,744,886 shares issued and outstanding at December 31, 2022 | 5 | 5 |
Additional paid-in capital | 164,092 | 163,520 |
Accumulated deficit | (152,237) | (146,370) |
Accumulated other comprehensive (loss) income | (13) | (69) |
Total equity | 11,847 | 17,086 |
Total liabilities and equity | $ 18,300 | $ 24,756 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 71,173 |
Preferred stock, shares outstanding | 0 | 71,173 |
Preferred stock, liquidation value per shares | $ 0.001 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,745,781 | 4,744,886 |
Common stock, shares outstanding | 4,745,781 | 4,744,886 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 2,780 | $ 1,899 |
Cost of goods sold | 458 | 360 |
Gross profit | 2,322 | 1,539 |
Operating expenses | ||
Research and development | 1,809 | 934 |
Selling, general and administrative | 6,710 | 6,186 |
Total operating expenses | 8,519 | 7,120 |
Loss from operations | (6,197) | (5,581) |
Other (income) expense | ||
Interest and other income | (119) | (4) |
Other expense | 5 | |
Total other (income) expense | (119) | 1 |
Loss before income taxes | (6,078) | (5,582) |
Benefit from income taxes | 211 | |
Net loss | $ (5,867) | |
Net loss per share of common stock - Basic | $ (1.24) | $ (1.2) |
Net loss per share of common stock - Diluted | $ (1.24) | $ (1.2) |
Weighted average common shares outstanding - Basic | 4,743 | 4,652 |
Weighted average common shares outstanding - Diluted | 4,743 | 4,652 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement Of Income And Comprehensive Loss [Abstract] | ||
Net loss | $ (5,867) | $ (5,582) |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment | 56 | (27) |
Other comprehensive (loss) income | 56 | (27) |
Comprehensive loss | $ (5,811) | $ (5,609) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) |
Balances at Dec. 31, 2021 | $ 36,582 | $ 5 | $ 160,772 | $ (124,208) | $ 13 | |
Balances, shares at Dec. 31, 2021 | 4,714 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (5,582) | (5,582) | ||||
Other comprehensive income | (27) | (27) | ||||
Issuance of stock related to employee compensation plans, net of forfeitures | ||||||
Issuance of stock related to employee compensation plans, net of forfeitures, shares | 1 | |||||
Share based compensation | 777 | 777 | ||||
Balances at Mar. 31, 2022 | 31,750 | $ 5 | 161,549 | (129,790) | (14) | |
Balances, shares at Mar. 31, 2022 | 4,715 | |||||
Balances at Dec. 31, 2022 | 17,086 | $ 5 | 163,520 | (146,370) | (69) | |
Balances, shares at Dec. 31, 2022 | 71 | 4,745 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (5,867) | (5,867) | ||||
Other comprehensive income | 56 | 56 | ||||
Issuance of stock related to employee compensation plans, net of forfeitures | ||||||
Issuance of stock related to employee compensation plans, net of forfeitures, shares | 1 | |||||
Preferred stock redemption | ||||||
Preferred stock redemption, shares | (71) | |||||
Share based compensation | 572 | 572 | ||||
Balances at Mar. 31, 2023 | $ 11,847 | $ 5 | $ 164,092 | $ (152,237) | $ (13) | |
Balances, shares at Mar. 31, 2023 | 4,746 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (5,867) | $ (5,582) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 572 | 777 |
Depreciation and amortization | 122 | 106 |
Net noncash lease expense | 15 | 13 |
Inventory reserve charge | 75 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 188 | 75 |
Inventories | (51) | 399 |
Prepaid expenses and other current assets | 303 | 252 |
Accounts payable | (128) | 692 |
Accrued expenses and other current liabilities | (1,072) | (1,497) |
Operating lease liabilities | (17) | (15) |
Net cash used in operating activities | (5,860) | (4,780) |
Cash flows from investing activities: | ||
Net cash provided by investing activities | ||
Cash flows from financing activities: | ||
Net cash provided by financing activities | ||
Effect of changes in exchange rates on cash and cash equivalents | 56 | (27) |
Net decrease in cash and cash equivalents and restricted cash | (5,804) | (4,807) |
Cash and cash equivalents and restricted cash – beginning of period | 17,962 | 34,689 |
Cash and cash equivalents and restricted cash – end of period | 12,158 | 29,882 |
Supplemental cash flows disclosures: | ||
Proceeds from sale of state net operating losses | 211 | |
Interest paid | $ 2 | $ 2 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2023 | |
The Company | |
The Company | Note 1 electroCore, Inc. and its subsidiaries (“electroCore” or the “Company”) is a commercial stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation (“nVNS”) technology platform. The Company’s focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellbeing and human performance in the United States and select overseas markets. electroCore, headquartered in Rockaway, NJ, has two wholly owned subsidiaries: electroCore UK Ltd and electroCore Germany GmbH. The Company has paused operations in Germany, with sales into the country and the rest of Europe being managed by electroCore UK Ltd. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 . Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the the United States (“U.S. GAAP”) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2023 . The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. At a special stockholders meeting held on February 13, 2023, the Company's stockholders approved an amendment to the Company's certificate of incorporation to effect of a reverse stock split of the Company's common stock at a ratio between 1-for-5 to 1-for-50 in order to achieve a minimum bid price of $1.00 per share for a minimum of 10 consecutive trading days, as required for continued listing of the common stock on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The board of directors authorized a 1-for-15 ratio for the reverse stock split, which became effective on February 15, 2023. The accompanying condensed consolidated financial statements and notes to condensed consolidated financial statements give retroactive effect to the reverse stock split for all prior periods presented. (b) Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (c) 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, trade credits, rebates, co-payment assistance and sales returns, valuation of inventory, estimated useful life of licensed products and cloud computing arrangements, stock compensation, incremental borrowing rate and contingencies. (d) Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash to the balance reflected on the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023: (in thousands) March 31, 2023 Cash and cash equivalents $ 11,908 Restricted cash 250 Total cash, cash equivalents and restricted cash $ 12,158 As of March 31, 2023 and December 31, 2022, cash equivalents represented funds held in a money market account. (e) Restricted Cash The Company's restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its new corporate credit card arrangement with Citibank,N.A. (f) Licensed Products The Company licenses a portion of its devices through its cash pay channels. The cost of these licensed devices is capitalized and included in Other Assets in the accompanying Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 2022, and is being recognized as cost of goods sold on the straight-line method over the estimated 12-36 month useful life of the devices. If certain licensed devices are returned and no longer meet quality specifications or the carrying amount of certain licensed devices are no longer deemed to be recoverable, the Company records a charge to cost of goods sold to write down such licensed devices to zero. The net book value of these licensed devices at March 31, 2023 and December 31, 2022 was $ 725,000 |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 3 Months Ended |
Mar. 31, 2023 | |
Significant Risks and Uncertainties | |
Significant Risks and Uncertainties | Note 3 . Significant Risks and Uncertainties Going Concern The Company has experienced significant net losses and cash used in operations, and it expects to continue to incur net losses and cash used in operations for the near future as it works to increase market acceptance of its medical devices and wellness products. The Company has never been profitable and has incurred net losses and cash used in operations in each year since its inception. The United States Department of Veteran Affairs comprised 64.5% of the Company's revenue during the three months ended March 31, 2023. The Company expects that a majority of our remaining 2023 sales will be made pursuant to its qualifying contract under the Federal Supply Schedule, or FSS, which was secured by the Company in December 2018, as well as open market sales to individual facilities within the government channels. The FSS is scheduled to expire on January 15, 2024. The Company intends to request an extension of the FSS from the United States Department of Veteran Affairs, but there is no assurance the FSS will be renewed, if at all, or renewed at terms favorable to the Company. The Company’s expected cash requirements for the next 12 months and beyond are largely based on the commercial success of its products. There are significant risks and uncertainties as to its ability to achieve these operating results. Due to the risks and uncertainties, the Company may need to reduce its activities significantly more than its current operating plan and cash flow projections assume in order to fund its operations beyond one year of the date the accompanying financial statements are issued. There can be no assurance that the Company will have sufficient cash flow and liquidity to fund its planned activities, which could force it to significantly reduce or curtail its activities and, ultimately, potentially cease operations. There is no assurance that the Company will generate sufficient funds through its operating results or financing activities, and accordingly, these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date the accompanying financial statements are issued. The accompanying financial statements do not include any adjustment that might result from the outcome of this uncertainty. Concentration of Revenue Risks The Company earns a significant amount of its revenue (i) in the United States from the Department of Veterans Affairs and Department of Defense ("VA/DoD") pursuant to its qualifying contract under the FSS and open market sales to individual Department of Veterans Affairs facilities, and (ii) in the United Kingdom from the National Health Service. The VA/DoD and National Health Service comprise those customers of the Company that each account for 10% or more of total net sales during the three months ended The following table reflects the respective concentration as a percentage of the Company's net sales: Three months ended March 31, 2023 2022 Revenue channel: VA/DoD 64.5 % 66.4 % National Health Service 10.1 % 13.0 % During the three months ended one and two facilities, respectively, accounted for more than 10% of total VA/DoD net sales. During the three months ended March 31, 2023 and 2022, one facility accounted for more than 10% of net sales from the National Health Service. Foreign Currency Exchange The Company has foreign currency exchange risk related to revenue and operating expenses in currencies other than the local currencies in which it operates. The Company is exposed to currency risk from the potential changes in functional currency values of its assets, liabilities, and cash flows denominated in foreign currencies . |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Revenue | Note 4 Revenue Geographical Net Sales The following table presents net sales disaggregated by geographic market: Three months ended March 31, (in thousands) 2023 2022 Product revenue United States $ 2,370 $ 1,594 United Kingdom 321 266 Other 43 39 License revenue Japan 46 — Total Net Sales $ 2,780 $ 1,899 The Company generally invoices the customer and recognizes revenue once its performance obligations are satisfied, at which point payment is unconditional. Agreed upon payment terms with customers are within 30 days of shipment. Accordingly, contracts with customers do not include a significant financing component. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventories | |
Inventories | Note 5 . Inventories As of March 31, 2023 and December 31, 2022 , inventories consisted of the following: (in thousands) March 31, 2023 December 31, 2022 Raw materials $ 871 $ 944 Work in process 2,480 2,879 Finished goods 578 353 Total inventories, net 3,929 4,176 Less: noncurrent inventories 1,451 2,194 Current inventories $ 2,478 $ 1,982 The reserve for obsolete inventory was $738,000 and $668,000 as of March 31, 2023 and , respectively. The Company records charges for obsolete inventory in cost of goods sold. As of March 31, 2023 and December 31, 2022, noncurrent inventory was comprised of approximately $0.5 million and $0.1 million $1.0 million |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | Note 6 Leases For each of the three months ended March 31, 2023 and 2022 the Company recognized lease expense of $ . This expense does not include non- lease components associated with the lease agreements as the Company elected not to include such charges as part of the lease expense. Supplemental Balance Sheet Information for Operating Leases: (in thousands) March 31, 2023 December 31, 2022 Operating leases: Operating lease right of use assets $ 550 $ 565 Operating lease liabilities: Current portion of operating lease liabilities 77 74 Noncurrent operating lease liabilities 605 625 Total operating lease liabilities $ 682 $ 699 Weighted average remaining lease term (in years) 5.9 6.1 Weighted average discount rate 13.8 % 13.8 % Future minimum lease payments under non-cancellable operating leases as of : (in thousands) Remainder of 2023 $ 123 2024 168 2025 171 2026 161 2027 157 2028 and thereafter 216 Total future minimum lease payments 996 Less: Amounts representing interest (314 ) Total $ 682 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 7 . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of and consisted of the following: (in thousands) March 31, 2023 December 31, 2022 Accrued professional fees $ 610 $ 524 Accrued bonuses and incentive compensation 880 2,042 Accrued litigation legal fees expense 1,001 1,001 Accrued insurance expense — 264 Accrued vacation and other employee related expenses 534 534 Accrued severance and other related charges 301 — Accrued valued-added tax 162 133 Deferred revenue 17 152 Other 265 192 $ 3,770 $ 4,842 Finance and Security Agreement On July 5, 2022, the Company entered into a Commercial Insurance Premium Finance and Security Agreement (the " 2022 2022 783,000 nine 2.49% 87,900 March 31, 2023. During the three months ended March 31, 2023, the Company recognized $2,035 in interest expense. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8 . Shareholders' Equity Dividend Preferred On December 2, 2022, the Company's board of directors declared a dividend of one one Each share of Series A Preferred Stock entitled the holder thereof to 1,000,000 votes per share, and each fraction of a share of Series A Preferred Stock had a ratable number of votes. Thus, each one The Company was not solely in control of the redemption of the shares of Series A Preferred Stock since the holders had the option of deciding whether to vote in respect of the above described Reverse Stock Split, which determined whether a given holder’s shares of Series A Preferred Stock were redeemed in the Initial Redemption or the Subsequent Redemption (as defined below). Since the redemption of the Series A Preferred Stock was not solely in the control of the Company, the shares of Series A Preferred Stock were classified within mezzanine equity in the Company’s Condensed Consolidated Balance Sheets. The shares of Series A Preferred Stock were measured at redemption value. The value of the shares of Series A Preferred Stock as of December 31, 2022 was $0. As noted below, all outstanding shares of Series A Preferred Stock were redeemed as of February 13, 2023. Reverse Stock Split On February 13, 2023, the Company held a special meeting (the “Special Meeting”) of stockholders of the Company. At the Special Meeting, the Company’s shareholders voted to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-5 and 1-for-50. Following the Special Meeting, the board of directors of the Company approved a 1-for-15 Reverse Stock Split. The Reverse Stock Split became effective on February 15, 2023. Upon the effectiveness of the Reverse Stock Split, every 15 shares of common stock were automatically combined and converted into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, all fractional shares received a cash payment based on the closing sales price on the Nasdaq Capital Market of the Company’s common stock on February 14, 2023. Redemption and Elimination of Series A Preferred Stock All shares of Series A Preferred Stock that were not present in person or by proxy as of immediately prior to the opening of the polls at the Special Meeting were automatically redeemed by the Company (the “Initial Redemption”). Any outstanding shares of Series A Preferred Stock that had not been so redeemed were redeemed automatically upon the approval at the Special Meeting of the Reverse Stock Split (the “Subsequent Redemption”). Each share of Series A Preferred Stock redeemed was entitled to receive an amount equal to $0.01 in cash for each 10 whole shares of Series A Preferred Stock owned immediately prior to the Redemption. On March 6, 2023, the Company filed a certificate of elimination (the “Certificate of Elimination”), with the Secretary of State of the State of Delaware with respect to the Series A Preferred Stock. The Certificate of Elimination (i) eliminated the previous designation of 80,000 shares of Series A Preferred Stock from the Company’s Certificate of Incorporation, none of which were outstanding at the time of the filing of the Certificate of Elimination, and (ii) caused such shares of Series A Preferred Stock to resume their status as authorized but unissued and non-designated shares of preferred stock. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Net Loss Per Share | Note 9 Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Restricted stock and unit awards, stock options, and warrants have not been included in the diluted loss per share calculation as their inclusion would have had an anti-dilutive effect. The potential common stock equivalents that have been excluded from the computation of diluted loss per share consist of the following: Three months ended March 31, (in thousands) 2023 2022 Outstanding stock options 437 422 Nonvested restricted stock and unit awards 123 91 Stock purchase warrants 1 14 561 527 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 10. Income Taxes The Company may be eligible, from time to time, to receive cash from the sale of its net operating losses under New Jersey's Department of the Treasury - Division of Taxation NOL Transfer Program. On January 10, 2023, the Company received a net cash amount of $211,000 from the sale of its New Jersey state net operating losses. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Stock Based Compensation | |
Stock Based Compensation | Note 11 . Stock Based Compensation The following table presents a summary of activity related to stock options during the three months ended March 31, 2023: Number of Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding, January 1, 2023 $ 440 $ 55.65 7.5 Granted 3 Exercised — Cancelled (6 ) Outstanding, March 31, 2023 $ 437 $ 55.74 7.2 Exercisable, March 31, 2023 $ 284 $ 75.84 6.7 The intrinsic value is calculated as the difference between the fair market value at March 31, 2023 and the exercise price per share of the stock options. As of March 31, 2023, all o he options granted to employees generally vest over a three four-year The following table presents a summary of activity related to restricted and deferred stock units (“Stock Units”) granted during the three months ended : Number of Shares (in thousands) Weighted Average Grant Date Fair Value Nonvested, January 1, 2023 127 $ 11.85 Granted — Vested (4 ) Cancelled — Nonvested, March 31, 2023 123 $ 11.81 In general, Stock Units granted to employees vest over two four Immediately following the Company’s annual meeting of stockholders, the Company generally grants each non-employee director an equity award that vests over a 12 The Company recognized stock compensation expense for its equity awards as follows: Three months ended March 31, (in thousands) 2023 2022 Selling, general and administrative $ 510 $ 705 Research and development 57 66 Cost of goods sold 5 6 Total expense $ 572 $ 777 Total unrecognized compensation cost related to unvested awards as of was $23.2 million and is expected to be recognized over the next one and one-half Valuation Information for Stock-Based Compensation The fair value of each stock option award during the three months ended and 2022 was estimated on the date of grant using the Black-Scholes model. Expected volatility was based on historical common stock volatility of the Company’s peers. Beginning in December 2022, the Company began incorporating its historical common stock volatility at a weighting of 50% of the total composite volatility rate. During the remainder of 2023, the Company will continue to evaluate the volatility rate used to value stock options. The risk-free interest rate was based on the average U.S. Treasury rate that most closely resembled the expected life of the related award. The expected term of the award was calculated using the simplified method. No dividend was assumed as the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the three months ended March 31, 2023 and 2022 Three months ended March 31, 2023 2022 Fair value at grant date $ 3.46 $ 8.10 Expected volatility 114.0 % 84.0 % Risk-free interest rate 3.9 % 1.6 % Expected holding period, in years 6.0 6.0 Dividend yield — % — % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 12 Commitments and Contingencies Stockholders Litigation On July 8, 2019, and August 1, 2019, purported stockholders of the Company served putative class action lawsuits in the Superior Court of New Jersey for Somerset County, captioned Paul Kuehl vs. electroCore, Inc., et al., Docket No. SOM-L 000876-19 and Shirley Stone vs. electroCore, Inc., et al., Docket No. SOM-L 001007-19, respectively. In addition to the Company, the defendants include present and past directors and officers, Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for its IPO; and two of the Company’s stockholders. On August 15, 2019, the Superior Court entered an order consolidating the Kuehl and Stone actions, which proceeded under Docket No. SOM-L 000876-19. Each plaintiff was appointed a co-lead plaintiff. The plaintiffs filed a consolidated amended complaint, which sought certification of a class of stockholders who purchased common stock in the IPO or whose purchases are traceable to that offering. The consolidated amended complaint alleged that the defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act with respect to the registration statement and related prospectus for the IPO. The complaint sought unspecified compensatory damages, interest, costs and attorneys’ fees. On October 31, 2019, the Company and the other defendants filed a motion to dismiss the complaint or in the alternative to stay the action in favor of the pending federal action (discussed below). On February 21, 2020, the court granted the defendants’ motion to dismiss the consolidated amended complaint with prejudice. On March 2, 2020, the court entered an amended order dismissing the consolidated amended complaint with prejudice. On March 27, 2020, the plaintiffs filed a notice of appeal with the N.J. Superior Court – Appellate Division. The appeal was argued on September 27, 2021. On October 8, 2021, the Appellate Division issued an order reversing the decision of the Superior Court. The case has been remanded to the Superior Court for oral argument on the motion to dismiss. On November 11, 2021, the defendants filed a supplemental motion to dismiss based on the forum selection clause in our certificate of incorporation's. On December 10, 2021, the Superior Court heard argument of the original motion to dismiss and the supplemental motion to dismiss based on the federal forum selection clause. On December 14, 2021, the Superior Court granted the supplemental motion to dismiss based on the federal forum selection clause with prejudice and granted the original motion to dismiss without prejudice. On January 27, 2022, the plaintiffs filed a notice of appeal to the Appellate Division. On April 15, 2022, the plaintiffs filed their appeal brief. The brief of defendant-appellees was filed on May 16, 2022. The appeal was fully briefed and oral argument was heard on April 19, 2023. On September 26, 2019, and October 31, 2019, purported stockholders of the Company served putative class action lawsuits in the United States District Court for the District of New Jersey captioned Allyn Turnofsky vs. electroCore, Inc., et al., Case 3:19-cv-18400, and Priewe vs. electroCore, Inc., et al., Case 1:19-cv-19653, respectively. In addition to the Company, the defendants include present and past directors and officers, and Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for the IPO. The plaintiffs each seek to represent a class of stockholders who (i) purchased the Company’s common stock in the IPO or whose purchases are traceable to the IPO, or (ii) who purchased common stock between the IPO and September 25, 2019. The complaints each alleged that the defendants violated Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, with respect to (i) the registration statement and related prospectus for the IPO, and (ii) certain post-IPO disclosures filed with the SEC. The complaints sought unspecified compensatory damages, interest, costs and attorneys’ fees. The Priewe case was voluntarily dismissed on February 19, 2020. In the Turnofsky case, on November 25, 2019, several plaintiffs and their counsel moved to be selected as lead plaintiff and lead plaintiff’s counsel. On April 24, 2020, the Court granted the motion of Carole Tibbs and the firm Bragar, Eagel & Squire, P.C. On July 17, 2020, the plaintiffs filed an amended complaint in Turnofsky. In addition to the prior claims, the amended complaint added an additional director defendant and two investors as defendants and adds a claim against the Company and the underwriters for violating Section 12(a)(2) of the Securities Act. On September 15, 2020, the Company and the other defendants filed a motion to dismiss the amended complaint for failure to state a claim. On November 6, 2020, the plaintiffs filed their opposition to the motion to dismiss. The Company and the other defendants filed reply papers in support of the motion on December 7, 2020. Argument of the motion to dismiss occurred on June 18, 2021. On August 13, 2021, the Court dismissed the amended complaint with leave to re-plead. On October 4, 2021, the plaintiffs filed a second amended complaint in the Turnofsky case. The defendants have moved to dismiss. Briefing on the motion was complete on January 7, 2022. On July 5, 2022, the case was reassigned to Judge Zahid N. Quraishi, who has ordered that he will consider the pending motion to dismiss in due course. Argument of the motion has not yet been scheduled. On March 4, 2021, purported stockholder Richard Maltz brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Richard Maltz, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04135. The defendants include present and past directors and officers of the Company. The plaintiff purports to pursue derivative claims on behalf of the Company in connection with the IPO and actions occurring between the IPO and September 25, 2019. The complaint alleges that demand on the board of directors is excused. The complaint purports to allege claims against the defendants for violating Section 14(a) of the Exchange Act, breaching fiduciary duties, unjust enrichment and waste of corporate assets. The complaint also purports to allege claims for contribution in connection with the Turnofsky case described above, pursuant to Section 11(f) of the Securities Act and Sections 10(b) and 21D of the Exchange Act. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees; declaratory relief; and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation. On March 8, 2021, purported stockholder Erin Yuson brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Erin Yuson, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04481. The defendants include present and past directors and officers of the Company. The plaintiff purports to pursue derivative claims on behalf of the Company in connection with a 2019 proxy statement and actions occurring from the IPO through September 25, 2019. The complaint alleges that demand on the board of directors is excused. The complaint purports to allege claims against the defendants for violating Section 14(a) of the Exchange Act and breaching fiduciary duties. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees; declaratory relief; and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation. The plaintiffs in the Maltz and Yuson derivative actions agreed to consolidate and stay those actions. The actions are stayed until and through the resolution of any motion for summary judgment in the Turnofsky federal securities class action. A stipulation to that effect was filed by the plaintiffs on April 14, 2021, and ordered by the court on April 30, 2021. These cases also have been re-assigned to Judge Quraishi. The Company intends to continue to vigorously defend itself in these matters. However, in light of, among other things, the preliminary stage of these litigation matters, the Company is unable to determine the reasonable probability of loss or a range of potential loss. Accordingly, the Company has not established an accrual for potential losses, if any, that could result from any unfavorable outcome, and there can be no assurance that these litigation matters will not result in substantial defense costs and/or judgments or settlements that could adversely affect the Company’s financial condition. The Company is subject to various claims, complaints and legal actions in the normal course of business from time to time. The Company is not aware of any further currently pending litigation for which it believes the outcome could have a material adverse effect on its operations or financial position. The Company expenses associated legal fees including those relating to the stockholder litigation described in this Note 12 in the period they are incurred. |
Severance and other related cha
Severance and other related charges | 3 Months Ended |
Mar. 31, 2023 | |
Severance and other related charges | |
Severance and other related charges | Note 13 In the first quarter of 2023, the Company entered into separation agreements with two former employees which agreements required an aggregate of payments of $332,000. The charge for these payments is included in Selling, general and administrative expense in the accompanying Condensed Statement of Operations for the three months ended March 31, 2023. As of March 31, 2023, the Company has an outstanding payable of $301,000 in connection with these charges. This outstanding payable is included in Accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2023 (see Note 7). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the the United States (“U.S. GAAP”) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2023 . The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. At a special stockholders meeting held on February 13, 2023, the Company's stockholders approved an amendment to the Company's certificate of incorporation to effect of a reverse stock split of the Company's common stock at a ratio between 1-for-5 to 1-for-50 in order to achieve a minimum bid price of $1.00 per share for a minimum of 10 consecutive trading days, as required for continued listing of the common stock on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The board of directors authorized a 1-for-15 ratio for the reverse stock split, which became effective on February 15, 2023. The accompanying condensed consolidated financial statements and notes to condensed consolidated financial statements give retroactive effect to the reverse stock split for all prior periods presented. |
Principles of Consolidation | (b) Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | (c) 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, trade credits, rebates, co-payment assistance and sales returns, valuation of inventory, estimated useful life of licensed products and cloud computing arrangements, stock compensation, incremental borrowing rate and contingencies. |
Cash, Cash Equivalents and Restricted Cash | (d) Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash to the balance reflected on the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023: (in thousands) March 31, 2023 Cash and cash equivalents $ 11,908 Restricted cash 250 Total cash, cash equivalents and restricted cash $ 12,158 As of March 31, 2023 and December 31, 2022, cash equivalents represented funds held in a money market account. |
Restricted Cash | (e) Restricted Cash The Company's restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its new corporate credit card arrangement with Citibank,N.A. |
Licensed Products | (f) Licensed Products The Company licenses a portion of its devices through its cash pay channels. The cost of these licensed devices is capitalized and included in Other Assets in the accompanying Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 2022, and is being recognized as cost of goods sold on the straight-line method over the estimated 12-36 month useful life of the devices. If certain licensed devices are returned and no longer meet quality specifications or the carrying amount of certain licensed devices are no longer deemed to be recoverable, the Company records a charge to cost of goods sold to write down such licensed devices to zero. The net book value of these licensed devices at March 31, 2023 and December 31, 2022 was $ 725,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of cash equivalents and restricted cash | (in thousands) March 31, 2023 Cash and cash equivalents $ 11,908 Restricted cash 250 Total cash, cash equivalents and restricted cash $ 12,158 |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Risks and Uncertainties | |
Schedule of revenue channels accounted for 10% or more of the Company's net sales | Three months ended March 31, 2023 2022 Revenue channel: VA/DoD 64.5 % 66.4 % National Health Service 10.1 % 13.0 % |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Schedule of net sales disaggregated by geographic market | Three months ended March 31, (in thousands) 2023 2022 Product revenue United States $ 2,370 $ 1,594 United Kingdom 321 266 Other 43 39 License revenue Japan 46 — Total Net Sales $ 2,780 $ 1,899 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventories | |
Schedule of inventories stated at lower of cost or market | (in thousands) March 31, 2023 December 31, 2022 Raw materials $ 871 $ 944 Work in process 2,480 2,879 Finished goods 578 353 Total inventories, net 3,929 4,176 Less: noncurrent inventories 1,451 2,194 Current inventories $ 2,478 $ 1,982 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of supplemental balance sheet information for operating leases | (in thousands) March 31, 2023 December 31, 2022 Operating leases: Operating lease right of use assets $ 550 $ 565 Operating lease liabilities: Current portion of operating lease liabilities 77 74 Noncurrent operating lease liabilities 605 625 Total operating lease liabilities $ 682 $ 699 Weighted average remaining lease term (in years) 5.9 6.1 Weighted average discount rate 13.8 % 13.8 % |
Schedule of future minimum lease payments under non-cancellable operating leases | (in thousands) Remainder of 2023 $ 123 2024 168 2025 171 2026 161 2027 157 2028 and thereafter 216 Total future minimum lease payments 996 Less: Amounts representing interest (314 ) Total $ 682 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | (in thousands) March 31, 2023 December 31, 2022 Accrued professional fees $ 610 $ 524 Accrued bonuses and incentive compensation 880 2,042 Accrued litigation legal fees expense 1,001 1,001 Accrued insurance expense — 264 Accrued vacation and other employee related expenses 534 534 Accrued severance and other related charges 301 — Accrued valued-added tax 162 133 Deferred revenue 17 152 Other 265 192 $ 3,770 $ 4,842 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Schedule of common stock equivalents excluded from computation of diluted loss per share | Three months ended March 31, (in thousands) 2023 2022 Outstanding stock options 437 422 Nonvested restricted stock and unit awards 123 91 Stock purchase warrants 1 14 561 527 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock Based Compensation | |
Summary of Activity Related to Stock Options | Number of Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding, January 1, 2023 $ 440 $ 55.65 7.5 Granted 3 Exercised — Cancelled (6 ) Outstanding, March 31, 2023 $ 437 $ 55.74 7.2 Exercisable, March 31, 2023 $ 284 $ 75.84 6.7 |
Summary of Activity Related to Restricted Stock and Deferred Stock Units Granted | Number of Shares (in thousands) Weighted Average Grant Date Fair Value Nonvested, January 1, 2023 127 $ 11.85 Granted — Vested (4 ) Cancelled — Nonvested, March 31, 2023 123 $ 11.81 |
Schedule of Recognized Stock Compensation for Equity Awards | Three months ended March 31, (in thousands) 2023 2022 Selling, general and administrative $ 510 $ 705 Research and development 57 66 Cost of goods sold 5 6 Total expense $ 572 $ 777 |
Summary of Weighted Average Assumptions Used in Valuing Plans | Three months ended March 31, 2023 2022 Fair value at grant date $ 3.46 $ 8.10 Expected volatility 114.0 % 84.0 % Risk-free interest rate 3.9 % 1.6 % Expected holding period, in years 6.0 6.0 Dividend yield — % — % |
The Company (Details)
The Company (Details) | Mar. 31, 2023 subsidiary |
The Company | |
Number of wholly owned subsidiaries | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | |||
Feb. 15, 2023 | Feb. 13, 2023 d $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | ||||
Finite-Lived License Agreements, Gross | $ 0 | |||
Reverse stock split ratio | 1-for-15 | |||
Reverse stock split, Stock Price Trigger | $ / shares | $ 1 | |||
Reverse stock split, Threshold Consecutive Trading Days | d | 10 | |||
Licensing Agreements [Member] | ||||
Accounting Policies [Line Items] | ||||
Net book value of licensed devices | $ 725,000 | $ 538,000 | ||
Minimum [Member] | ||||
Accounting Policies [Line Items] | ||||
Estimated useful life | 12 months | |||
Reverse stock split ratio | 1-for-5 | |||
Maximum [Member] | ||||
Accounting Policies [Line Items] | ||||
Estimated useful life | 36 months | |||
Reverse stock split ratio | 1-for-50 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash And Cash Equivalents | $ 11,908 | $ 17,712 |
Restricted Cash | 250 | |
Restricted Cash and Cash Equivalents | $ 12,158 |
Significant Risks and Uncerta_3
Significant Risks and Uncertainties - Additional Information (Details) - facility | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Risks And Uncertainties [Line Items] | ||
Revenue percentage | 64.50% | |
Federal supply schedule expire date | Jan. 15, 2024 | |
Net Sales | Revenue from Rights Concentration Risk | VA/DoD [Member] | ||
Risks And Uncertainties [Line Items] | ||
Percentage of net sales | 64.50% | 66.40% |
Net Sales | Revenue from Rights Concentration Risk | National Health Service [Member] | ||
Risks And Uncertainties [Line Items] | ||
Percentage of net sales | 10.10% | 13% |
Net Sales | Revenue from Rights Concentration Risk | VA/DoD and National Health Service | ||
Risks And Uncertainties [Line Items] | ||
Percentage of net sales | 10% | 10% |
Channel One [Member] | Net Sales | VA/DoD [Member] | ||
Risks And Uncertainties [Line Items] | ||
Number of channels | 1 | 1 |
Channel One [Member] | Net Sales | National Health Service [Member] | ||
Risks And Uncertainties [Line Items] | ||
Number of channels | 1 | 1 |
Channel One [Member] | Net Sales | Revenue from Rights Concentration Risk | VA/DoD [Member] | ||
Risks And Uncertainties [Line Items] | ||
Percentage of net sales | 10% | 10% |
Channel One [Member] | Net Sales | Revenue from Rights Concentration Risk | National Health Service [Member] | ||
Risks And Uncertainties [Line Items] | ||
Percentage of net sales | 10% | 10% |
Channel Two [Member] | Net Sales | VA/DoD [Member] | ||
Risks And Uncertainties [Line Items] | ||
Number of channels | 2 | 2 |
Channel Two [Member] | Net Sales | Revenue from Rights Concentration Risk | VA/DoD [Member] | ||
Risks And Uncertainties [Line Items] | ||
Percentage of net sales | 10% | 10% |
Significant Risks and Uncerta_4
Significant Risks and Uncertainties - Schedule of company's net sales (Details) - Net Sales - Revenue from Rights Concentration Risk | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
VA/DoD [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, percentage | 64.50% | 66.40% |
National Health Service [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, percentage | 10.10% | 13% |
Revenue - Summary of Net Sales
Revenue - Summary of Net Sales Disaggregated by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | |||
Total Net Sales | $ 2,780 | $ 1,899 | $ 1,899 |
United States | |||
Disaggregation Of Revenue [Line Items] | |||
Total Net Sales | 2,370 | 1,594 | |
United Kingdom | |||
Disaggregation Of Revenue [Line Items] | |||
Total Net Sales | 321 | 266 | |
Other | |||
Disaggregation Of Revenue [Line Items] | |||
Total Net Sales | 43 | 39 | |
JAPAN | |||
Disaggregation Of Revenue [Line Items] | |||
Total Net Sales | $ 46 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Payment term for customers | 30 days |
Inventories - Inventories (Deta
Inventories - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventories | ||
Raw materials | $ 871 | $ 944 |
Work in process | 2,480 | 2,879 |
Finished goods | 578 | 353 |
Total inventories, net | 3,929 | 4,176 |
Less: noncurrent inventories | 1,451 | 2,194 |
Current inventories | $ 2,478 | $ 1,982 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Reserves for obsolete inventory | $ 738,000 | $ 668,000 |
Noncurrent inventory raw materials | 500,000 | 100,000 |
Noncurrent inventory work in process | $ 1,000,000 | $ 2,100,000 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information for Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right of use assets | $ 550 | $ 565 |
Operating lease liabilities: | ||
Current portion of operating lease liabilities | 77 | 74 |
Noncurrent operating lease liabilities | 605 | 625 |
Total operating lease liabilities | $ 682 | $ 699 |
Weighted average remaining lease term (in years) | 5 years 10 months 24 days | 6 years 1 month 6 days |
Weighted average discount rate | 13.80% | 13.80% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments under Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Remainder of 2023 | $ 123 | |
2024 | 168 | |
2025 | 171 | |
2026 | 161 | |
2027 | 157 | |
2028 and thereafter | 216 | |
Total future minimum lease payments | 996 | |
Less: Amounts representing interest | (314) | |
Total | $ 682 | $ 699 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Lessor, Lease, Description [Line Items] | |
Recognized lease expenses | $ 38,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities Current [Abstract] | ||
Accrued professional fees | $ 610 | $ 524 |
Accrued bonuses and incentive compensation | 880 | 2,042 |
Accrued litigation legal fees expense | 1,001 | 1,001 |
Accrued insurance expense | 264 | |
Accrued vacation and other employee related expenses | 534 | 534 |
Accrued severance and other related charges | 301 | |
Accrued valued-added tax | 162 | 133 |
Deferred revenue | 17 | 152 |
Other | 265 | 192 |
Accrued expenses and other current liabilities | $ 3,770 | $ 4,842 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | 3 Months Ended | ||
Jul. 05, 2022 | Mar. 31, 2023 | Jul. 31, 2022 | |
Accrued Expenses and Other Current Liabilities [Line Item] | |||
Monthly installments payable | $ 87,900 | ||
Interest expense | $ 2,035 | ||
Finance and Security Agreement | |||
Accrued Expenses and Other Current Liabilities [Line Item] | |||
Monthly installments payable | $ 783,000 | ||
Debt instrument, term | 9 months | ||
Interest rate on the loan | 2.49% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Feb. 15, 2023 | Feb. 13, 2023 $ / shares | Mar. 31, 2023 USD ($) Item $ / shares shares | Mar. 06, 2023 shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 02, 2022 shares | |
Stock Purchase Agreement [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Preferred Stock Value Outstanding | $ | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-15 | |||||
Minimum | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-5 | |||||
Maximum | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-50 | |||||
Series A Preferred Stock [Member] | ||||||
Stock Purchase Agreement [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Each shares entitled the holder vote per shares | Item | 1,000,000 | |||||
Number Of Vote Each Member Is Entitled To For Each Unit Held | Item | 1,000 | |||||
Preferred Stock Value Outstanding | $ | $ 0 | |||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 0.01 | |||||
Preferred stock redemption, Share | 80,000 | |||||
Number of basis shares to receive dividend declared | 1,000 | |||||
Number of basis shares of voting rights received | 1,000 | |||||
Number of basis shares to receive redemption amount | 10 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Common Stock Equivalents Excluded from Computation of Diluted Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 561 | 527 |
Outstanding stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 437 | 422 |
Nonvested restricted stock and unit awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 123 | 91 |
Stock purchase warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1 | 14 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Jan. 10, 2023 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Proceeds from operating activity | $ 211,000 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested awards | $ 23,200 | |
Unrecognized compensation expected to be recognized | 1 year 6 months | |
Intrinsic value | $ 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 50% | |
Non Employee Director [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 12 months | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Stock Units | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 2 years | |
Stock Units | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 4 years |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Activity Related to Stock Options (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Number of Options, Outstanding, Begining | 440 | |
Number of Options, Granted | 3 | |
Number of Options, Exercised | ||
Number of Options, Cancelled | (6) | |
Number of Options, Outstanding, Ending | 437 | 440 |
Number of Options, Exercisable | 284 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding, Begining | $ 55.65 | |
Weighted Average Exercise Price, Outstanding, Ending | 55.74 | $ 55.65 |
Weighted Average Exercise Price, Exercisable | $ 75.84 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 7 years 2 months 12 days | 7 years 6 months |
Weighted Average Remaining Contractual Term (Years), Exercisable | 6 years 8 months 12 days |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Activity Related to Restricted Stock and Deferred Stock Units Granted (Details) - Stock Units shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Number of Shares, Nonvested, Ending | 127 |
Number of Shares, Granted | |
Number of Shares, Vested | (4) |
Number of Shares, Cancelled | |
Number of Shares, Nonvested, Begining | 123 |
Weighted Average Grant Date Fair Value | |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 11.85 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 11.81 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Recognized Stock Compensation for Equity Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation | $ 572 | $ 777 |
Selling, General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation | 510 | 705 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation | 57 | 66 |
Cost of Goods Sold | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation | $ 5 | $ 6 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Weighted Average Assumptions Used in Valuing Plans (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Based Compensation | ||
Fair value at grant date | $ 3.46 | $ 8.1 |
Expected volatility | 114% | 84% |
Risk-free interest rate | 3.90% | 1.60% |
Expected holding period, in years | 6 years | 6 years |
Dividend yield |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jul. 17, 2020 INVESTORS |
Class Of Warrant Or Right [Line Items] | |
Number of investors as defendants | 2 |
Severance and other related c_2
Severance and other related charges - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Selling, General and Administrative | |
Defined Benefit Plan Disclosure [Line Items] | |
Postemployment benefits outstanding payable | $ 301,000 |
Two Former Employees | |
Defined Benefit Plan Disclosure [Line Items] | |
Postemployment benefits liability | $ 332,000 |