Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | TENON MEDICAL, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 2,471,046 | |
Amendment Flag | false | |
Entity Central Index Key | 0001560293 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41364 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-5574718 | |
Entity Address, Address Line One | 104 Cooper Court | |
Entity Address, City or Town | Los Gatos | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | 95032 | |
City Area Code | (408) | |
Local Phone Number | 649-5760 | |
Entity Interactive Data Current | Yes | |
Common Stock, par value $0.001 per share | ||
Document Information Line Items | ||
Trading Symbol | TNON | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Warrants to purchase shares of Common Stock, par value $0.001 per share | ||
Document Information Line Items | ||
Trading Symbol | TNONW | |
Title of 12(b) Security | Warrants to purchase shares of Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,371 | $ 2,129 |
Short-term investments | 6,441 | |
Accounts receivable | 773 | 228 |
Inventory | 474 | 415 |
Prepaid expenses | 345 | 134 |
Total current assets | 4,963 | 9,347 |
Fixed assets, net | 956 | 793 |
Deposits | 51 | 51 |
Operating lease right-of-use asset | 704 | 873 |
Deferred offering costs | 644 | 25 |
TOTAL ASSETS | 7,318 | 11,089 |
Current liabilities: | ||
Accounts payable | 763 | 550 |
Accrued expenses | 571 | 717 |
Current portion of accrued commissions | 1,502 | 1,035 |
Current portion of operating lease liability | 249 | 228 |
Total current liabilities | 3,085 | 2,530 |
Accrued commissions, net of current portion | 1,222 | 1,624 |
Operating lease liability, net of current portion | 494 | 683 |
Total liabilities | 4,801 | 4,837 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 130,000,000 shares authorized at September 30, 2023 and December 31, 2022; 2,471,014 and 1,123,680 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 2 | 1 |
Additional paid-in capital | 54,556 | 45,843 |
Accumulated deficit | (51,939) | (39,492) |
Accumulated other comprehensive loss | (102) | (100) |
Total stockholders’ equity | 2,517 | 6,252 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 7,318 | $ 11,089 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock par or stated value per share (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized | 130,000,000 | 130,000,000 |
Common stock shares outstanding | 2,471,014 | 1,123,680 |
Common stock shares issued | 2,471,014 | 1,123,680 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 944 | $ 208 | $ 2,120 | $ 414 |
Cost of sales | 409 | 302 | 1,438 | 848 |
Gross (Loss) Profit | 535 | (94) | 682 | (434) |
Operating Expenses | ||||
Research and development | 737 | 797 | 2,472 | 2,016 |
Sales and marketing | 1,527 | 645 | 5,436 | 2,864 |
General and administrative | 1,649 | 1,726 | 5,360 | 5,483 |
Total Operating Expenses | 3,913 | 3,168 | 13,268 | 10,363 |
Loss from Operations | (3,378) | (3,262) | (12,586) | (10,797) |
Other Income (Expense) | ||||
Gain on investments | 50 | 72 | 143 | 108 |
Interest expense | (4) | (4) | (362) | |
Other income (expense), net | 19 | 39 | ||
Total Other Income (Expense), net | 46 | 91 | 139 | (215) |
Net Loss | $ (3,332) | $ (3,171) | $ (12,447) | $ (11,012) |
Net Loss Per Share of Common Stock | ||||
Basic (in Dollars per share) | $ (1.46) | $ (2.82) | $ (7.91) | $ (15.91) |
Weighted-Average Shares of Common Stock Outstanding | ||||
Basic (in Shares) | 2,276 | 1,124 | 1,573 | 692 |
Consolidated Statements of Comprehensive Loss: | ||||
Net loss | $ (3,332) | $ (3,171) | $ (12,447) | $ (11,012) |
Unrealized gain (loss) on investments | (10) | 16 | (37) | |
Foreign currency translation adjustment | (30) | (19) | (18) | (40) |
Total comprehensive loss | $ (3,362) | $ (3,200) | $ (12,449) | $ (11,089) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Diluted (in Dollars per share) | $ (1.46) | $ (2.82) | $ (7.91) | $ (15.91) |
Diluted | 2,276 | 1,124 | 1,573 | 692 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2021 | $ 12,367 | $ 1,272 | $ 114 | $ (20,575) | $ (91) | $ (20,552) | |
Balance (in Shares) at Dec. 31, 2021 | 2,550,763 | 491,222 | 98,995 | ||||
Stock-based compensation expense | 1,755 | 1,755 | |||||
Issuance of common stock and warrants, net of issuance costs | 13,765 | 13,765 | |||||
Issuance of common stock and warrants, net of issuance costs (in Shares) | 320,000 | ||||||
Common stock issued upon conversion of Series A preferred stock | $ (12,367) | 12,367 | 12,367 | ||||
Common stock issued upon conversion of Series A preferred stock (in Shares) | (2,550,763) | 244,773 | |||||
Common stock issued upon conversion of Series B preferred stock | $ (1,272) | 1,272 | 1,272 | ||||
Common stock issued upon conversion of Series B preferred stock (in Shares) | (491,222) | 24,561 | |||||
Common stock issued upon conversion of debt | $ 1 | 13,867 | 13,868 | ||||
Common stock issued upon conversion of debt (in Shares) | 395,542 | ||||||
Common stock issued for services | 1,561 | 1,561 | |||||
Common stock issued for services (in Shares) | 39,809 | ||||||
Other comprehensive income | (77) | (77) | |||||
Net loss | (11,012) | (11,012) | |||||
Balance at Sep. 30, 2022 | $ 1 | 44,701 | (31,587) | (168) | 12,947 | ||
Balance (in Shares) at Sep. 30, 2022 | 1,123,680 | ||||||
Balance at Jun. 30, 2022 | $ 1 | 43,667 | (28,416) | (139) | 15,113 | ||
Balance (in Shares) at Jun. 30, 2022 | 1,123,680 | ||||||
Stock-based compensation expense | 1,034 | 1,034 | |||||
Other comprehensive income | (29) | (29) | |||||
Net loss | (3,171) | (3,171) | |||||
Balance at Sep. 30, 2022 | $ 1 | 44,701 | (31,587) | (168) | 12,947 | ||
Balance (in Shares) at Sep. 30, 2022 | 1,123,680 | ||||||
Balance at Dec. 31, 2022 | $ 1 | 45,843 | (39,492) | (100) | 6,252 | ||
Balance (in Shares) at Dec. 31, 2022 | 1,123,680 | ||||||
Stock-based compensation expense | 3,164 | 3,164 | |||||
Release of restricted stock units | |||||||
Release of restricted stock units (in Shares) | 43,821 | ||||||
Issuance of common stock and warrants, net of issuance costs | $ 1 | 1,643 | 1,643 | ||||
Issuance of common stock and warrants, net of issuance costs (in Shares) | 1,000,000 | ||||||
Issuance of common stock, net of issuance costs | 453 | $ 453 | |||||
Issuance of common stock, net of issuance costs (in Shares) | 204,604 | 204,604 | |||||
Common stock issued for services | 289 | $ 289 | |||||
Common stock issued for services (in Shares) | 98,909 | 8,574 | |||||
Reclassification of warrant liability to equity | 3,164 | $ 3,164 | |||||
Other comprehensive income | (2) | (2) | |||||
Net loss | (12,447) | (12,447) | |||||
Balance at Sep. 30, 2023 | $ 2 | 54,556 | (51,939) | (102) | 2,517 | ||
Balance (in Shares) at Sep. 30, 2023 | 2,471,014 | ||||||
Balance at Jun. 30, 2023 | $ 2 | 49,580 | (48,607) | (72) | 903 | ||
Balance (in Shares) at Jun. 30, 2023 | 2,162,377 | ||||||
Stock-based compensation expense | 1,070 | 1,070 | |||||
Release of restricted stock units | |||||||
Release of restricted stock units (in Shares) | 5,124 | ||||||
Issuance of common stock, net of issuance costs | 453 | $ 453 | |||||
Issuance of common stock, net of issuance costs (in Shares) | 204,604 | 204,604 | |||||
Common stock issued for services | 289 | $ 289 | |||||
Common stock issued for services (in Shares) | 98,909 | ||||||
Reclassification of warrant liability to equity | 3,164 | 3,164 | |||||
Other comprehensive income | (30) | (30) | |||||
Net loss | (3,332) | (3,332) | |||||
Balance at Sep. 30, 2023 | $ 2 | $ 54,556 | $ (51,939) | $ (102) | $ 2,517 | ||
Balance (in Shares) at Sep. 30, 2023 | 2,471,014 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (12,447) | $ (11,012) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized loss on investments | (37) | |
Non-cash interest expense | 362 | |
Stock-based compensation expense | 3,164 | 1,755 |
Common stock issued for services | 1,561 | |
Depreciation and amortization | 106 | 53 |
Amortization of operating right-of-use asset | 169 | 157 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (545) | (68) |
Inventory | (59) | (622) |
Prepaid expenses and other assets | (257) | (100) |
Accounts payable | 213 | (56) |
Accrued expenses | (81) | (485) |
Operating lease liability | (168) | (148) |
Net cash used in operating activities | (9,905) | (8,640) |
Cash Flows from Investing Activities | ||
Sales and maturities of short-term investments | 6,996 | 4,404 |
Purchases of short-term investments | (493) | (9,381) |
Purchases of fixed assets | (269) | (246) |
Net cash provided by (used in) investing activities | 6,234 | (5,223) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock and warrants, net of issuance costs | 4,808 | 14,139 |
Proceeds from issuance of common stock, net of issuance costs | 453 | |
Deferred offering costs | (330) | |
Net cash provided by financing activities | 4,931 | 14,139 |
Effect of foreign currency translation on cash flow | (18) | (40) |
Net Increase in Cash and Cash Equivalents | 1,242 | 236 |
Cash and Cash Equivalents at Beginning of Period | 2,129 | 2,917 |
Cash and Cash Equivalents at End of Period | 3,371 | 3,153 |
Non-cash investment and financing activities: | ||
Common stock issued upon conversion of preferred stock | 13,639 | |
Common stock issued upon conversion of debt | $ 13,868 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Business [Abstract] | |
Organization and Business | 1. Organization and Business Nature of operations Tenon Medical, Inc. (the “Company”), was incorporated in the State of Delaware on June 19, 2012 and was headquartered in San Ramon, California until June 2021 when it relocated to Los Gatos, California. The Company is a medical device company that has developed The Catamaran™ SI Joint Fusion System (“The Catamaran System”) that offers a novel, less invasive approach to the sacroiliac joint (the “SI Joint”) using a single, robust, titanium implant for treatment of the most common types of SI Joint disorders that cause lower back pain. The Company received U.S. Food and Drug Administration (“FDA”) clearance in 2018 for The Catamaran System and is currently focused on the US market. Principles of consolidation The condensed consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary, Tenon Technology AG (“TTAG”), a Swiss company. All intercompany balances and transactions have been eliminated in consolidation. The financial statements of TTAG are prepared for the same reporting period as the parent, using consistent accounting policies in all material respects. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Principles [Abstract] | |
Summary of Significant Accounting Principles | 2. Summary of Significant Accounting Principles Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As permitted under these rules and regulations, the Company has condensed or omitted certain financial information and footnote disclosures normally included in its annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated balance sheet as of December 31, 2022 has been derived from the Company’s audited consolidated financial statements, which are included in its Annual Report on Form 10-K filed with the SEC on March 10, 2023. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in management’s opinion, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of its financial information. The interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included in its Annual Report on Form 10-K filed with the SEC on March 10, 2023. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021. There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2023. Going concern uncertainty and liquidity requirements The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. There is substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these financial statements are issued. Since inception, the Company has incurred losses and negative cash flows from operations. Management expects to incur additional operating losses and negative cash flows from operations in the foreseeable future as the Company continues its product development programs and the commercialization of The Catamaran System. Based on the Company’s current level of revenues and expenditures, the Company believes that its existing cash and cash equivalents and short-term investments as of September 30, 2023 will not provide sufficient funds to enable it to meet its obligations for a period of at least twelve months from the date of the filing of these condensed consolidated financial statements. The Company plans to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Notices from Nasdaq On July 20, 2023, the Company received a letter from the Nasdaq Listing Qualifications Staff of Nasdaq therein stating that for the 30 consecutive business day period between June 6, 2023 through July 19, 2023, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until January 16, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days, unless extended by Nasdaq under Nasdaq Rule 5810(c)(3)(H), prior to January 16, 2024. If the Company does not regain compliance with the Bid Price Rule by January 16, 2024, the Company may be eligible for an additional 180-day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary. On September 13, 2023, the Company’s shareholders approved a plan to effect a reverse stock split of the Company’s common stock in a ratio ranging from 1-for-2 and 1-for-10, as determined by the Company’s Board of Directors, in its discretion. On November 2, 2023, the Company effected a 1-for-10 reverse stock split as further explained below. On May 17, 2023, the Company received a written notice from Nasdaq notifying the Company that it is no longer in compliance with Nasdaq Rule 5550(b)(1), the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market (the “Minimum Equity Requirement”). On June 16, 2023, the Company consummated a public offering (the “Public Offering”) of 1,000,000 units, each unit consisting of one share of the Company’s common stock and two warrants, each to purchase one share of the Company’s common stock in which it received net proceeds of $4,866,000. As of July 14, 2023, the Company believes it is in compliance with the Minimum Equity Requirement as a result of the Public Offering. Nasdaq will continue to monitor the Company’s ongoing compliance with the Minimum Equity Requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, realization of deferred tax assets, accrued liabilities, accrued commissions, incremental borrowing rate, obsolescence of inventory, stock-based compensation and the fair value of investments, inventory and of the Company’s common stock. Reverse Stock Splits On April 6, 2022, the Company effected a 1-for-2 reverse stock split (the “2022 Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2022 Reverse Stock Split combined every two shares of our common stock issued and outstanding immediately prior to effecting the 2022 Reverse Stock Split into one share of common stock. Similarly, shares of Series A and Series B Preferred Stock became convertible into common stock at a conversion rate of one-to-0.5, subject to adjustments for stock dividends, splits, combinations, and similar events. No fractional shares were issued in connection with the 2022 Reverse Stock Split. On November 2, 2023, the Company effected a 1-for-10 reverse stock split (the “2023 Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2023 Reverse Stock Split combined every ten shares of our common stock issued and outstanding immediately prior to effecting the 2023 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2023 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2022 Reverse Stock Split and the 2023 Reverse Stock Split. The authorized number of shares and the par value per share of the Company’s common stock were not affected by the 2022 Reverse Stock Split or the 2023 Reverse Stock Split. Income Taxes The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Net loss per share Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all potential common stock equivalents (convertible preferred stock, stock options, and warrants) are converted or exercised. The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. The Company’s weighted average common shares outstanding for basic and diluted are the same because the effect of the potential common stock equivalents is anti-dilutive. The Company had the following dilutive common stock equivalents as of September 30, 2023 and 2022 which were excluded from the calculation because their effect was anti-dilutive: September 30, 2023 2022 Outstanding restricted stock units 95,407 131,853 Outstanding stock options 99,834 84,134 Outstanding warrants 2,009,600 12,100 Total 2,204,841 228,087 Recent Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity estimates an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. Recent Accounting Pronouncements Not Yet Adopted There have been no accounting pronouncements or changes in accounting pronouncements in the nine months ended September 30, 2023 that are significant or potentially significant to the Company. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments [Abstract] | |
Investments | 3. Investments The following table sets forth by level, within the fair value hierarchy, the Company’s investments at fair value as of September 30, 2023 and December 31, 2022: Level 2 Corporate debt securities: September 30, 2023 $ — December 31, 2022 $ 6,441 Cost and fair value of available-for-sale investments as of September 30, 2023 and December 31, 2022 are as follows: Amortized Gross Gross Unrealized Losses Fair Corporate debt securities: September 30, 2023 $ — $ — $ — $ — December 31, 2022 $ 6,457 $ — $ (16 ) $ 6,441 All of the investments with gross unrealized losses have been in a continuous loss position for less than 12 months. During the three and nine months ended September 30, 2023 and 2022, the Company did not recognize any significant other-than-temporary impairment losses because the Company does not intend to sell the investments before recovery of their amortized cost bases. During the three and nine months ended September 30, 2023, there were net gains of approximately $51 and $144, respectively, included in the Company’s net loss. During the three and nine months ended September 30, 2022, there were net gains of approximately $72 and $108, respectively, included in the Company’s net loss. Accrued interest as of September 30, 2023 and December 31, 2022 was approximately $0 and $13, respectively, and is included in prepaid expenses in the Company’s condensed consolidated balance sheets. |
Fixed Assets, Net
Fixed Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Fixed Assets, Net [Abstract] | |
Fixed Assets, Net | 4. Fixed Assets, Net Fixed assets, net, consisted of the following: September 30, 2023 December 31, 2022 Catamaran tray sets $ 538 $ 193 Construction in progress 510 601 IT equipment 56 56 Leasehold improvements 15 — Lab equipment 14 14 Office furniture 9 9 Fixed assets, gross 1,142 873 Less: accumulated depreciation (186 ) (80 ) Fixed assets, net $ 956 $ 793 Construction in progress is made up of reusable components that will become Catamaran Tray Sets. Depreciation expense was approximately $46 and $24 for the three months ended September 30, 2023 and 2022, respectively. Depreciation expense was approximately $106 and $53 for the nine months ended September 30, 2023 and 2022, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: September 30, 2023 December 31, 2022 Accrued compensation $ 306 $ 452 Other accrued expenses 265 265 Total accrued expenses $ 571 $ 717 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 6. Leases In June 2021, the Company entered into a facility lease agreement for its company headquarters in Los Gatos, California. This non-cancellable operating lease expires in June 2026. The Company includes options that are reasonably certain to be exercised as part of the determination of lease terms. The Company may negotiate termination clauses in anticipation of any changes in market conditions, but generally these termination options are not exercised. Residual value guarantees are generally not included within operating leases. In addition to base rent payments, leases may require the Company to pay directly for taxes and other non-lease components, such as insurance, maintenance, and other operating expenses, which may be dependent on usage or vary month-to-month. Non-lease components were considered and determined not to be material. The Company determined if an arrangement is a lease at inception of the contract and performed the lease classification test as of the lease commencement date. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease’s commencement date based on the present value of lease payments over the lease term. When a lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Operating lease costs for the facility lease were $73 and $73 for the three months ended September 30, 2023 and 2022, respectively, and were $219 and $219 for the nine months ended September 30, 2023 and 2022, respectively. Lease costs are included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Supplemental balance sheet information related to leases was as follows: September 30, December 31, 2023 2022 Operating lease right-of-use assets $ 704 $ 873 Operating lease liability, current $ (249 ) $ (228 ) Operating lease liability, noncurrent (494 ) (683 ) Total operating lease liabilities $ (743 ) $ (911 ) Future maturities of operating lease liabilities as of September 30, 2023 were as follows: 2023 $ 75 2024 301 2025 310 2026 144 Total lease payments 830 Less: imputed interest (87 ) Present value of operating lease liabilities $ 743 Other information: Cash paid for operating leases for the nine months ended September 30, 2023 $ 218 Cash paid for operating leases for the nine months ended September 30, 2022 $ 212 Remaining lease term - operating leases (in years) 2.75 Average discount rate - operating leases 8.0 % |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity The Company’s current Amended and Restated Certificate of Incorporation dated February 18, 2014 authorizes the issuance of 130,000,000 shares of common stock and 20,000,000 shares of preferred stock, with a par value of $0.001 per share. With respect to the preferred stock, 4,500,000 shares are designated Series A Preferred Stock and 491,222 shares are designated Series B Preferred Stock. As of September 30, 2023 and December 31, 2022, there were no shares of Series A Preferred stock or Series B Preferred Stock issued and outstanding. Initial Public Offering On April 26, 2022, the Company’s Registration Statement relating to the IPO was declared effective by the SEC. The IPO consisted of 320,000 shares of common stock, par value $0.001 per share at a public offering price of $50.00 per share. Pursuant to the Underwriting Agreement dated April 26, 2022, between the Company, The Benchmark Company, LLC (“Benchmark”) and Valuable Capital Limited (together with Benchmark, the “Underwriters”), the Company granted the Underwriters warrants to purchase a total of 9,600 shares of the Company’s common stock at an exercise price of $50.00 per share. The warrants expire on the fifth anniversary of the commencement of sales under the IPO. On April 27, 2022, the shares of the Company’s common stock began trading on the Nasdaq Capital Market LLC under the symbol “TNON.” On April 29, 2022, the IPO closed, and the Company received approximately $13.8 million in net proceeds from the IPO after deducting the underwriting discount and commission and other estimated IPO expenses payable by the Company. As a result of the completion of the IPO, the Company converted the entirety of the outstanding principal and accrued interest of the convertible notes payable to 395,542 shares of the Company’s common stock. On April 29, 2022, as result of the completion of the IPO, the Company converted all shares of Series A and Series B Preferred Stock to 269,334 shares of the Company’s common stock at the conversion rate detailed below and issued the common stock to the preferred stockholders. Concurrent with the completion of the IPO and in accordance with the Amended and Restated Exclusive Sales Representative Agreement executed in May 2021, the counterparty to the agreement received anti-dilution protections to maintain ownership of 3.0% of the fully diluted equity of the Company through the date of an initial public offering and was issued 31,235 shares of the Company’s common stock to the Representative, fully satisfying the Company’s obligations. Also, as a result of the completion of the IPO, the Company issued 8,574 shares of its common stock to a consultant. The value of these shares issued at the IPO price of $50.00 per share was charged to operating expenses in the Company’s consolidated financial statements. Registered Offering On June 16, 2023, the Company closed the Registered Offering of a total of 1,000,000 units (the “Units”) for proceeds, net of issuance costs, of $4,808, with each Unit consisting of (i) one share of the Company’s common stock, and (ii) two warrants, each warrant to purchase one share of the Company’s common stock at an exercise price equal to $5.60 per share (the “Offering Warrants”). The Offering Warrants were exercisable upon issuance and will expire five years from the date of issuance. Per the terms of the Offering Warrants, the exercise price reset subsequent to quarter end on July 16, 2023 to $3.146 per share. At-the-Market Offering Program On May 4, 2023, the Company entered into an Equity Distribution Agreement to establish an at-the-market offering program, under which the Company may sell from time to time, at its option, shares of its common stock having an aggregate gross sales price of $5.5 million. The Company is required to pay the Sales Agents a commission of 3% of the gross proceeds from the sale of shares and has also agreed to provide the Sales Agents with customary indemnification rights. During the three and nine months ended September 30, 2023, 204,604 shares of the Company’s common stock were sold under the program at a weighted-average price of $2.28 per share with aggregate net proceeds of $452. Equity Line of Credit On July 24, 2023, the Company entered into a purchase agreement (“Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, the Company may sell to Lincoln Park up to $10 million of shares of common stock from time to time during the term of the Purchase Agreement. On September 22, 2023 (the “Commencement Date”), the Company filed a registration statement with the Securities and Exchange Commission (the “SEC”), covering the resale of shares of common stock issued to Lincoln Park under the Purchase Agreement. Beginning on the Commencement Date and for a period of 24 months thereafter, under the terms and subject to the conditions of the Purchase Agreement, from time to time, at the Company’s discretion, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $10 million of shares of common stock, subject to certain limitations set forth in the Purchase Agreement. Specifically, from time to time from and after the Commencement Date, the Company may, at its discretion, direct Lincoln Park to purchase on any single business day on which the closing price of its common stock on The Nasdaq Capital Market (“Nasdaq”) is equal to or greater than $1.50 up to 10,000 shares of common stock (a “Regular Purchase”); provided, that the Company may direct Lincoln Park to purchase in a Regular Purchase (i) up to 12,500 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $15.00 per share and (ii) up to 15,000 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $25.00 per share. In no case, however, will Lincoln Park’s commitment with respect to any single Regular Purchase exceed $500,000; provided, that the parties may mutually agree at any time to increase the maximum number of shares of common stock the Company may direct Lincoln Park to purchase in any single Regular Purchase to up to 100,000 shares or any number of shares that shall not exceed 4.99% of the then outstanding shares of common stock. The foregoing share amounts and per share prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement with respect to our common stock. The purchase price per share for each such Regular Purchase will be based on prevailing market prices of the Company’s common stock immediately preceding the time of sale, as determined under the Purchase Agreement. Voting rights The holders of vested shares of common stock are entitled to vote on any matter submitted to a vote of the stockholders and each such holder is entitled to one vote per share of common stock held. The holders of Series A and Series B Preferred Stock were entitled to vote together with the common stock as a single class on any matter submitted to a vote of the stockholders. Holders of Series A and Series B Preferred Stock were entitled to the number of votes equal to the number of common stock issuable upon conversion of their respective Series A and Series B Preferred Stock at the time such shares are voted. The holders of a majority of the preferred stock had additional voting rights as specified in the Company’s Amended and Restated Certificate of Incorporation, as amended. Equity awards In 2012, the Board of Directors of the Company (the “Board”) approved the Tenon Medical, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provided for the issuance of common stock options, appreciation rights, and other awards to employees, directors, and consultants. Options issued under the 2012 Plan generally vest over a period of two to four years and have a 10-year expiration date. On January 10, 2022 and February 2, 2022, the Board and stockholders, respectively, of the Company approved the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which was effective on April 25, 2022. The initial number of shares of common stock subject to awards and sold under the 2022 Plan was 160,000. The 2022 Plan calls for automatic annual increases in the number of shares available for issuance equal to the least of (a) 110,000 shares, (b) 4% of the total number of shares of all classes of common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such number determined by the 2022 Plan administrator no later than the last day of the immediately preceding fiscal year. Annual increases will continue until the tenth anniversary of the earlier of the Board or stockholder approval of the 2022 Plan, which is January 10, 2032. Upon the effective date of the 2022 Plan, the Board terminated the 2012 Plan such that no new equity awards will be issued by the 2012 Plan. Compensation expense for the three and nine months ended September 30, 2023 and 2022 includes the portion of awards vested in the periods for all equity-based awards granted, based on the grant date fair value estimated using a Black-Scholes option valuation model. A summary of the Company’s stock option and restricted stock unit activity under its plans is as follows: Stock Options Restricted Stock Units Number of Shares Subject to Outstanding Stock Options Weighted Number of Outstanding Restricted Stock Units Weighted Average Grant Date Fair Value per Share Outstanding at December 31, 2022 89,884 $ 47.42 131,853 $ 79.29 Granted 12,050 $ 15.62 7,500 2.91 Released — — (43,946 ) $ 79.29 Canceled/Forfeited (2,100 ) $ 35.53 — — Outstanding at September 30, 2023 99,834 $ 43.83 95,407 $ 73.28 The following table sets forth stock-based compensation expense recognized for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 380 $ 374 $ 1,130 $ 581 Sales and marketing 55 37 171 61 General, and administrative 635 623 1,863 1,113 Total stock-based compensation expense $ 1,070 $ 1,034 $ 3,164 $ 721 At September 30, 2023, there were 38,500 shares available for issuance under the 2022 Plan. Warrants In April 2022, as noted above, the Company granted the Underwriters warrants to purchase a total of 9,600 shares of the Company’s common stock. The warrants are immediately exercisable at an exercise price of $50.00 per share and expire on the fifth anniversary of the commencement of sales under the IPO. The fair value of the warrants on the grant date was $27.50 per warrant, which was calculated based on the following weighted average assumptions, using a Black-Scholes option valuation model: expected term of 5.00 years; expected volatility of 62.55%; dividend yield of 0%; and risk-free interest rate of 2.92%. The Company recorded the fair value of these warrants of approximately $264 as an issuance cost to additional paid-in capital in 2022. As the IPO issuance costs were also recorded to additional paid-in capital, the net impact was $0. In June 2023, as noted above, in connection with the Registered Offering, the Company issued Offering Warrants to purchase a total of 2,000,000 shares of the Company’s common stock. The Offering Warrants were exercisable upon issuance at an exercise price of $5.60 per share and will expire five years from the date of issuance. Per the terms of the Offering Warrants, the exercise price of the Offering Warrants reset on July 16, 2023, to a price equal to the greater of (i) $2.80 per share and (ii) 100% of the last VWAP (as defined in the Warrants) on July 14, 2023, which was $3.146 per share. The fair value of the Offering Warrants on the grant date was approximately $3,164, or $1.58 per warrant, which was calculated using a Monte-Carlo simulation to estimate the final exercise price, which is considered a Level 3 fair value measurement, using as inputs; the starting value of $3.00 per share, the Company’s VWAP on June 16; an assumed daily distribution of returns; a mean daily return of 5.18%; a short-term annual volatility of 100% and a standard deviation of 6.3%. The model used Black-Scholes to then calculate the estimated fair value of the Offering Warrants, using an estimated time to maturity of 4.9 years, a risk-free interest rate of 3.99% and a long-term volatility of 60%. Based on the accounting guidance under ASC 815, the Company determined that the Offering Warrants did not meet the criteria for classification as equity as of June 30, 2023. Accordingly, the Company classified the fair value of the Offering Warrants as a liability. As of July 16, 2023, with the resolution of the reset value, the Company has determined that the Offering Warrants do meet the criteria for classification as equity and the fair value of the Offering Warrants has been reclassified to additional paid-in capital on the Company’s consolidated balance sheet as of that date. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Sales Representative Agreement In April 2020, the Company entered into an Exclusive Sales Representative Agreement, under which the counterparty to the agreement (the “Representative”) received exclusive rights to market, promote, and distribute The Catamaran System in the United States and Puerto Rico. The agreement is for an initial period of five years, and automatically renews for an additional five years unless written notice is given by either party prior to April 27, 2023. The agreement provides for a bonus to be paid to the Representative upon an acquisition or IPO. In May 2021, the Company entered into an Amended and Restated Exclusive Sales Representative Agreement (the “Restated Sales Agreement”). In connection with the amended agreement, the Company paid $500 cash and issued 53,757 shares of common stock to the Representative, for which the Company recorded a combined total of approximately $880 as sales and marketing expense. In addition, the Representative received anti-dilution protections to maintain ownership of 3.0% of the fully diluted equity of the Company through the date of an initial public offering. In October 2021, the Company issued 4,445 shares of common stock with a fair value of approximately $333 to the Representative in accordance with the anti-dilution provision. In April 2022, the Company issued 31,235 shares of common stock to the Representative in accordance with the anti-dilution provision, fully satisfying the Company’s obligations. The Restated Sales Agreement restructured the calculation of the bonus paid to the Representative upon an acquisition, removed the bonus payable upon an IPO, and allows the Company to terminate the Restated Sales Agreement as long as the bonus paid to the Representative is at least $6,000. On October 6, 2022, the Company entered into the Terminating Amended and Restated Exclusive Sales Representative Agreement (the “Termination Agreement”) with the Representative, which terminated the Restated Sales Agreement. In accordance with the Termination Agreement, (i) the Company paid the Representative $1,000 in cash; and (ii) the Company agreed to pay the Representative (a) $85 per month during the six months after the date of the Termination Agreement in return for efforts by the Representative to transition operations to the Company, (b) 20% of net sales of the product sold in the United States and Puerto Rico until December 31, 2023 and (c) after December 31, 2023, 10% of net sales until such time as the aggregate amount paid to the Representative under this clause (c) and clause (b) above equal $3,600. In the event of an acquisition of the Company, the Company will pay the Representative $3,600 less previous amounts paid pursuant to clause (b) and clause (c) above. The Company recorded a charge of $1,000 for the payment to the Representative in the fourth quarter of 2022 and is expensing the $85 per charges as incurred over the six-month period. For payments under clause (b) and clause (c) above, the Company estimated the fair value of the liability using level 3 hierarchy inputs based on a Monte Carlo simulation of future revenues with a 25% quarterly estimated standard deviation of growth rates and a 10% probability of dissolution, discounted at an estimated discount rate of 15.4%. Based on the Company’s fair value analysis, a total of $2,611 was charged to sales and marketing expense in the consolidated statements of operations and comprehensive loss and recorded as accrued commissions in the consolidated balance sheets. A reconciliation of the liability under clause (b) and clause (c) for the nine months ended September 30, 2023 is as follows: 2023 Balance at December 31, 2022 $ 2,560 Amounts paid during 2023 (406 ) Accretion 381 Balance at September 30, 2023 $ 2,535 Per the terms of the Termination Agreement, the Company ultimately expects to expense $3,600 under clause (b) and clause (c). Simultaneously with the execution of the Termination Agreement, the Company entered into a Consulting Agreement dated October 6, 2022, with the Representative (the “Consulting Agreement”). Under the terms and conditions of the Consulting Agreement, the Representative is tasked with organizing, recruiting, training, and coordinating the Company’s Clinical Specialist program, Physician Education program and Sales Education program as more specifically described in the Consulting Agreement. The term of the Consulting Agreement is from October 6, 2022, until October 05, 2023, unless extended by mutual agreement of the parties in writing for additional one-year terms, or terminated in accordance with the terms of the Consulting Agreement. In consideration for the services to be provided, the Company shall pay the Representative a base consulting fee of $700 per year, payable in monthly instalments, along with additional compensation of up to $62.5 per quarter, if certain sales targets are met, for four quarters; along with any travel and related out-of-pocket expenses incurred by the Representative in connection with the performance of the services. Litigation In the normal course of business, the Company may possibly be named as a defendant in various lawsuits. |
Concentrations of Risk
Concentrations of Risk | 9 Months Ended |
Sep. 30, 2023 | |
Concentrations of Risk [Abstract] | |
Concentrations of Risk | 9. Concentrations of Risk Credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances at financial institutions located in California and Switzerland. Accounts at the U.S. financial institutions are secured by the Federal Deposit Insurance Corporation. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Company grants unsecured credit to its customers based on an evaluation of the customer’s financial condition and a cash deposit is generally not required. Management believes its credit policies do not result in significant adverse risk and historically has not experienced significant credit-related losses. Currency risk The Company’s subsidiary, Tenon Technology AG, realizes a portion of its expenses in Swiss francs. Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. At September 30, 2023 and December 31, 2022, approximately $687 and $8, respectively, of the Company’s net monetary assets were denominated in Swiss francs. The Company has not entered into any hedging transactions to reduce the exposure to currency risk. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events On November 2, 2023, the Company effected the 2023 Reverse Stock Split by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2023 Reverse Stock Split combined every ten shares of our common stock issued and outstanding immediately prior to effecting the 2023 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2023 Reverse Stock Split. All historical and per share amounts reflected throughout this document have been adjusted to reflect the 2022 Reverse Stock Split and the 2023 Reverse Stock Split. The authorized number of shares and the par value per share of the Company’s common stock were not affected by the 2022 Reverse Stock Split or the 2023 Reverse Stock Split. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Principles [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As permitted under these rules and regulations, the Company has condensed or omitted certain financial information and footnote disclosures normally included in its annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated balance sheet as of December 31, 2022 has been derived from the Company’s audited consolidated financial statements, which are included in its Annual Report on Form 10-K filed with the SEC on March 10, 2023. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in management’s opinion, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of its financial information. The interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included in its Annual Report on Form 10-K filed with the SEC on March 10, 2023. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021. There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2023. |
Going concern uncertainty and liquidity requirements | Going concern uncertainty and liquidity requirements The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. There is substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these financial statements are issued. Since inception, the Company has incurred losses and negative cash flows from operations. Management expects to incur additional operating losses and negative cash flows from operations in the foreseeable future as the Company continues its product development programs and the commercialization of The Catamaran System. Based on the Company’s current level of revenues and expenditures, the Company believes that its existing cash and cash equivalents and short-term investments as of September 30, 2023 will not provide sufficient funds to enable it to meet its obligations for a period of at least twelve months from the date of the filing of these condensed consolidated financial statements. The Company plans to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Notices from Nasdaq | Notices from Nasdaq On July 20, 2023, the Company received a letter from the Nasdaq Listing Qualifications Staff of Nasdaq therein stating that for the 30 consecutive business day period between June 6, 2023 through July 19, 2023, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until January 16, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days, unless extended by Nasdaq under Nasdaq Rule 5810(c)(3)(H), prior to January 16, 2024. If the Company does not regain compliance with the Bid Price Rule by January 16, 2024, the Company may be eligible for an additional 180-day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary. On September 13, 2023, the Company’s shareholders approved a plan to effect a reverse stock split of the Company’s common stock in a ratio ranging from 1-for-2 and 1-for-10, as determined by the Company’s Board of Directors, in its discretion. On November 2, 2023, the Company effected a 1-for-10 reverse stock split as further explained below. On May 17, 2023, the Company received a written notice from Nasdaq notifying the Company that it is no longer in compliance with Nasdaq Rule 5550(b)(1), the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market (the “Minimum Equity Requirement”). On June 16, 2023, the Company consummated a public offering (the “Public Offering”) of 1,000,000 units, each unit consisting of one share of the Company’s common stock and two warrants, each to purchase one share of the Company’s common stock in which it received net proceeds of $4,866,000. As of July 14, 2023, the Company believes it is in compliance with the Minimum Equity Requirement as a result of the Public Offering. Nasdaq will continue to monitor the Company’s ongoing compliance with the Minimum Equity Requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, realization of deferred tax assets, accrued liabilities, accrued commissions, incremental borrowing rate, obsolescence of inventory, stock-based compensation and the fair value of investments, inventory and of the Company’s common stock. |
Reverse Stock Splits | Reverse Stock Splits On April 6, 2022, the Company effected a 1-for-2 reverse stock split (the “2022 Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2022 Reverse Stock Split combined every two shares of our common stock issued and outstanding immediately prior to effecting the 2022 Reverse Stock Split into one share of common stock. Similarly, shares of Series A and Series B Preferred Stock became convertible into common stock at a conversion rate of one-to-0.5, subject to adjustments for stock dividends, splits, combinations, and similar events. No fractional shares were issued in connection with the 2022 Reverse Stock Split. On November 2, 2023, the Company effected a 1-for-10 reverse stock split (the “2023 Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2023 Reverse Stock Split combined every ten shares of our common stock issued and outstanding immediately prior to effecting the 2023 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2023 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2022 Reverse Stock Split and the 2023 Reverse Stock Split. The authorized number of shares and the par value per share of the Company’s common stock were not affected by the 2022 Reverse Stock Split or the 2023 Reverse Stock Split. |
Income Taxes | Income Taxes The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. |
Net loss per share | Net loss per share Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all potential common stock equivalents (convertible preferred stock, stock options, and warrants) are converted or exercised. The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. The Company’s weighted average common shares outstanding for basic and diluted are the same because the effect of the potential common stock equivalents is anti-dilutive. The Company had the following dilutive common stock equivalents as of September 30, 2023 and 2022 which were excluded from the calculation because their effect was anti-dilutive: September 30, 2023 2022 Outstanding restricted stock units 95,407 131,853 Outstanding stock options 99,834 84,134 Outstanding warrants 2,009,600 12,100 Total 2,204,841 228,087 |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This standard requires an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity estimates an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted There have been no accounting pronouncements or changes in accounting pronouncements in the nine months ended September 30, 2023 that are significant or potentially significant to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Principles [Abstract] | |
Schedule of Dilutive Common Stock Equivalents | The Company had the following dilutive common stock equivalents as of September 30, 2023 and 2022 which were excluded from the calculation because their effect was anti-dilutive: September 30, 2023 2022 Outstanding restricted stock units 95,407 131,853 Outstanding stock options 99,834 84,134 Outstanding warrants 2,009,600 12,100 Total 2,204,841 228,087 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments [Abstract] | |
Schedule of Investments at Fair Value in Fair Value Hierarchy Level | The following table sets forth by level, within the fair value hierarchy, the Company’s investments at fair value as of September 30, 2023 and December 31, 2022: Level 2 Corporate debt securities: September 30, 2023 $ — December 31, 2022 $ 6,441 |
Schedule of Cost and Fair Value of Available for Sale Investments | Cost and fair value of available-for-sale investments as of September 30, 2023 and December 31, 2022 are as follows: Amortized Gross Gross Unrealized Losses Fair Corporate debt securities: September 30, 2023 $ — $ — $ — $ — December 31, 2022 $ 6,457 $ — $ (16 ) $ 6,441 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fixed Assets, Net [Abstract] | |
Schedule of Fixed Assets, Net | Fixed assets, net, consisted of the following: September 30, 2023 December 31, 2022 Catamaran tray sets $ 538 $ 193 Construction in progress 510 601 IT equipment 56 56 Leasehold improvements 15 — Lab equipment 14 14 Office furniture 9 9 Fixed assets, gross 1,142 873 Less: accumulated depreciation (186 ) (80 ) Fixed assets, net $ 956 $ 793 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: September 30, 2023 December 31, 2022 Accrued compensation $ 306 $ 452 Other accrued expenses 265 265 Total accrued expenses $ 571 $ 717 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: September 30, December 31, 2023 2022 Operating lease right-of-use assets $ 704 $ 873 Operating lease liability, current $ (249 ) $ (228 ) Operating lease liability, noncurrent (494 ) (683 ) Total operating lease liabilities $ (743 ) $ (911 ) |
Schedule of Future Maturities of Operating Lease Liabilities | Future maturities of operating lease liabilities as of September 30, 2023 were as follows: 2023 $ 75 2024 301 2025 310 2026 144 Total lease payments 830 Less: imputed interest (87 ) Present value of operating lease liabilities $ 743 Cash paid for operating leases for the nine months ended September 30, 2023 $ 218 Cash paid for operating leases for the nine months ended September 30, 2022 $ 212 Remaining lease term - operating leases (in years) 2.75 Average discount rate - operating leases 8.0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity [Abstract] | |
Schedule of Stock Option and Restricted Stock Unit Activity under its Plans | A summary of the Company’s stock option and restricted stock unit activity under its plans is as follows: Stock Options Restricted Stock Units Number of Shares Subject to Outstanding Stock Options Weighted Number of Outstanding Restricted Stock Units Weighted Average Grant Date Fair Value per Share Outstanding at December 31, 2022 89,884 $ 47.42 131,853 $ 79.29 Granted 12,050 $ 15.62 7,500 2.91 Released — — (43,946 ) $ 79.29 Canceled/Forfeited (2,100 ) $ 35.53 — — Outstanding at September 30, 2023 99,834 $ 43.83 95,407 $ 73.28 |
Schedule of Stock-Based Compensation Expense Recognized | The following table sets forth stock-based compensation expense recognized for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 380 $ 374 $ 1,130 $ 581 Sales and marketing 55 37 171 61 General, and administrative 635 623 1,863 1,113 Total stock-based compensation expense $ 1,070 $ 1,034 $ 3,164 $ 721 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Reconciliation of the Liability | A reconciliation of the liability under clause (b) and clause (c) for the nine months ended September 30, 2023 is as follows: 2023 Balance at December 31, 2022 $ 2,560 Amounts paid during 2023 (406 ) Accretion 381 Balance at September 30, 2023 $ 2,535 |
Summary of Significant Accoun_3
Summary of Significant Accounting Principles (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Apr. 06, 2022 | Jun. 16, 2023 | Sep. 30, 2023 | Jul. 20, 2023 | May 17, 2023 | |
Summary of Significant Accounting Principles [Line Items] | |||||
Price per share (in Dollars per share) | $ 1 | ||||
Common stock per share (in Dollars per share) | $ 1 | ||||
Equity requirement value (in Dollars) | $ 2,500,000 | ||||
Public offering shares | 1,000,000 | ||||
Purchaseb share | 1 | ||||
Net proceeds (in Dollars) | $ 4,866,000 | ||||
Reverse stock split shares | 1 | ||||
Reverse stock splits, Description | effected a 1-for-10 reverse stock split (the “2023 Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State. The 2023 Reverse Stock Split combined every ten shares of our common stock issued and outstanding immediately prior to effecting the 2023 Reverse Stock Split into one share of common stock. No fractional shares were issued in connection with the 2023 Reverse Stock Split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 2022 Reverse Stock Split and the 2023 Reverse Stock Split. | ||||
Valuation allowance percent | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Principles (Details) - Schedule of Dilutive Common Stock Equivalents - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,204,841 | 228,087 |
Outstanding restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 95,407 | 131,853 |
Outstanding stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 99,834 | 84,134 |
Outstanding warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,009,600 | 12,100 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Investments (Details) [Line Items] | |||||
Net gain on investments | $ 50 | $ 72 | $ 143 | $ 108 | |
Accrued interest | $ 0 | $ 0 | $ 13 | ||
Corporate Debt Securities [Member] | |||||
Investments (Details) [Line Items] | |||||
Net gain on investments | $ 51 | ||||
Convertible Debt Securities [Member] | |||||
Investments (Details) [Line Items] | |||||
Net gain on investments | $ 144 |
Investments (Details) - Schedul
Investments (Details) - Schedule of Investments at Fair Value in Fair Value Hierarchy Level - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities amount | $ 6,441 |
Investments (Details) - Sched_2
Investments (Details) - Schedule of Cost and Fair Value of Available for Sale Investments - Corporate Debt Securities [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 6,457 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (16) | |
Fair Value | $ 6,441 |
Fixed Assets, Net (Details)
Fixed Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fixed Assets, Net [Line Items] | ||||
Depreciation | $ 46 | $ 24 | $ 106 | $ 53 |
Fixed Assets, Net (Details) - S
Fixed Assets, Net (Details) - Schedule of Fixed Assets, Net - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 1,142 | $ 873 |
Less: accumulated depreciation | (186) | (80) |
Fixed assets, net | 956 | 793 |
Catamaran Tray Sets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 538 | 193 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 510 | 601 |
IT Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 56 | 56 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 15 | |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 14 | 14 |
Office furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 9 | $ 9 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses [Abstract] | ||
Accrued compensation | $ 306 | $ 452 |
Other accrued expenses | 265 | 265 |
Total accrued expenses | $ 571 | $ 717 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease costs | $ 73 | $ 73 | $ 219 | $ 219 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Leases - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Supplemental Balance Sheet Information Related to Leases [Abstract] | ||
Operating lease right-of-use assets | $ 704 | $ 873 |
Operating lease liability, current | (249) | (228) |
Operating lease liability, noncurrent | (494) | (683) |
Total operating lease liabilities | $ (743) | $ (911) |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Future Maturities of Operating Lease Liabilities - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Schedule of Future Maturities of Operating Lease Liabilities [Abstract] | |||
2023 | $ 75 | ||
2024 | 301 | ||
2025 | 310 | ||
2026 | 144 | ||
Total lease payments | 830 | ||
Less: imputed interest | (87) | ||
Present value of operating lease liabilities | 743 | $ 911 | |
Cash paid for operating leases | $ 218 | $ 212 | |
Remaining lease term - operating leases (in years) | 2 years 9 months | ||
Average discount rate - operating leases | 8% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||
Jul. 24, 2023 | Jul. 14, 2023 | Jun. 16, 2023 | May 04, 2023 | Apr. 29, 2022 | Apr. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 20, 2023 | Jul. 16, 2023 | Dec. 31, 2022 | Apr. 26, 2022 | Feb. 18, 2014 | |
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Issuance of common stock | 130,000,000 | 130,000,000 | 130,000,000 | 130,000,000 | |||||||||||
Par value (in Dollars per share) | $ 0.001 | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Exercise price (in Dollars per share) | $ 5.6 | $ 5.6 | |||||||||||||
Issuance of common stock, net of issuance costs | 204,604 | 204,604 | |||||||||||||
Issued shares common stock | 8,574 | ||||||||||||||
Registered offering units shares | 1,000,000 | ||||||||||||||
Proceeds net of issuance costs (in Dollars) | $ 4,808,000 | ||||||||||||||
Expiration date | 5 years | 5 years | |||||||||||||
Offering warrants exercise price (in Dollars per share) | $ 3.146 | ||||||||||||||
Aggregate gross sales price (in Dollars) | $ 5,500,000 | ||||||||||||||
Percentage of gross proceeds | 3% | ||||||||||||||
Purchase agreement (in Dollars) | $ 10,000,000 | ||||||||||||||
Closing price of common stock (in Dollars per share) | $ 1 | ||||||||||||||
Common stock issued | 10,000 | ||||||||||||||
Conversion rate description | (i) up to 12,500 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $15.00 per share and (ii) up to 15,000 shares of common stock, if the closing sale price of its common stock on Nasdaq on such business day is at least $25.00 per share | ||||||||||||||
Purchase exceed amount (in Dollars) | $ 500,000 | ||||||||||||||
Number of shares | 100,000 | ||||||||||||||
Percentage of outstanding shares | 4.99% | ||||||||||||||
Common stock held | one vote | ||||||||||||||
Per warrant (in Dollars per share) | $ 3,164 | ||||||||||||||
Risk-free interest rate | 3.99% | ||||||||||||||
Fair value of warrants issuance cost (in Dollars) | $ 1,561,000 | ||||||||||||||
Net impact (in Dollars) | $ 0 | ||||||||||||||
Issued offering warrants | 2,000,000 | ||||||||||||||
Fair value of offering warrant (in Dollars per share) | $ 1.58 | ||||||||||||||
Per Share (in Dollars per share) | $ 3 | $ 3 | |||||||||||||
Daily return rate | 5.18% | ||||||||||||||
Annual volatility | 100% | ||||||||||||||
Standard deviation | 6.30% | ||||||||||||||
Long-term volatility percentage | 60% | ||||||||||||||
Warrant [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Exercise price (in Dollars per share) | $ 2.8 | ||||||||||||||
Per warrant (in Dollars per share) | $ 3.146 | ||||||||||||||
Expected volatility | 100% | ||||||||||||||
IPO [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Common stock shares | 320,000 | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | ||||||||||||||
Price per share (in Dollars per share) | $ 50 | $ 50 | $ 50 | ||||||||||||
Net proceeds (in Dollars) | $ 13,800,000 | ||||||||||||||
Consultant [Member] | Common Stock Warrants [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Purchase of warrant shares | 9,600 | ||||||||||||||
Exercise price (in Dollars per share) | $ 50 | ||||||||||||||
Per warrant (in Dollars per share) | $ 27.5 | ||||||||||||||
Fair value of warrants issuance cost (in Dollars) | $ 264,000 | ||||||||||||||
Consultant [Member] | Common Stock Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Expected term | 5 years | ||||||||||||||
Consultant [Member] | Common Stock Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Expected volatility | 62.55% | ||||||||||||||
Consultant [Member] | Common Stock Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Dividend yield | 0% | ||||||||||||||
Consultant [Member] | Common Stock Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Risk-free interest rate | 2.92% | ||||||||||||||
Two Thousand And Twelve Plan [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Registered offering units shares | 110,000 | 110,000 | |||||||||||||
Percentage of outstanding shares | 4% | ||||||||||||||
Two Thousand And Twelve Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Expiration date | 10 years | ||||||||||||||
Two Thousand and Twenty Two Equity Incentive Plan [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Issuance of common stock, net of issuance costs | 38,500 | ||||||||||||||
Minimum [Member] | Two Thousand And Twelve Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Expiration date | 2 years | ||||||||||||||
Maximum [Member] | Two Thousand And Twelve Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Expiration date | 4 years | ||||||||||||||
Underwriting Agreement [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Purchase of warrant shares | 9,600 | ||||||||||||||
Exercise price (in Dollars per share) | $ 50 | ||||||||||||||
Equity Distribution Agreement [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ 2.28 | $ 2.28 | |||||||||||||
Weighted average price (in Dollars per share) | $ 2.28 | $ 2.28 | |||||||||||||
Aggregate net proceeds (in Dollars) | $ 452 | $ 452 | |||||||||||||
Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Purchase agreement (in Dollars) | $ 10,000,000 | ||||||||||||||
Closing price of common stock (in Dollars per share) | $ 1.5 | $ 1.5 | |||||||||||||
Conversion of Convertible Notes to Common Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Convertible share of common stock | 395,542 | ||||||||||||||
Conversion of Series A and Series B Preferred Stock to Common Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Conversion shares | 269,334 | ||||||||||||||
Representative [Member] | Other [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Ownership percentage | 3% | 3% | |||||||||||||
Representative [Member] | Amended and Restated Exclusive Sales Representative Agreement [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Issuance of common stock, net of issuance costs | 31,235 | ||||||||||||||
Black Scholes [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Estimated time to maturity | 4 years 10 months 24 days | ||||||||||||||
Preferred stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Share of preferred stock | 20,000,000 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Share of preferred stock | 4,500,000 | 4,500,000 | |||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Share of preferred stock | 491,222 | 491,222 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Stock Option and Restricted Stock Unit Activity under its Plans | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Subject to Outstanding Stock Options, Outstanding , Beginning balance | shares | 89,884 |
Weighted Average Exercise Price per Share, Outstanding , Beginning balance | $ / shares | $ 47.42 |
Number of Shares Subject to Outstanding Stock Options, Granted | shares | 12,050 |
Weighted Average Exercise Price per Share, Granted | $ / shares | $ 15.62 |
Number of Outstanding Restricted Stock Units, Released | shares | |
Weighted Average Grant Date Fair Value per Share, Released | $ / shares | |
Number of Shares Subject to Outstanding Stock Options, Cancelled/Forfeited | shares | (2,100) |
Weighted Average Exercise Price per Share, Cancelled/Forfeited | $ / shares | $ 35.53 |
Number of Shares Subject to Outstanding Stock Options, Outstanding , Ending balance | shares | 99,834 |
Weighted Average Exercise Price per Share, Outstanding , Ending balance | $ / shares | $ 43.83 |
Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Outstanding Restricted Stock Units, Outstanding , Beginning balance | shares | 131,853 |
Weighted Average Grant Date Fair Value per Share, Outstanding , Beginning balance | $ / shares | $ 79.29 |
Number of Outstanding Restricted Stock Units, Granted | shares | 7,500 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | $ 2.91 |
Number of Shares Subject to Outstanding Stock Options, Released | shares | (43,946) |
Weighted Average Exercise Price per Share, Released | $ / shares | $ 79.29 |
Number of Outstanding Restricted Stock Units,,Cancelled/Forfeited | shares | |
Weighted Average Grant Date Fair Value per Share, Cancelled/Forfeited | $ / shares | |
Number of Outstanding Restricted Stock Units, Outstanding , Ending balance | shares | 95,407 |
Weighted Average Grant Date Fair Value per Share, Outstanding , Ending balance | $ / shares | $ 73.28 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense Recognized - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,070 | $ 1,034 | $ 3,164 | $ 721 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 380 | 374 | 1,130 | 581 |
Sales and marketing [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 55 | 37 | 171 | 61 |
General, and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 635 | $ 623 | $ 1,863 | $ 1,113 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Oct. 06, 2022 | Oct. 31, 2021 | Apr. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 10 | |||||
Fair value | $ 1,643 | $ 13,765 | ||||
Additional compensation payable per quarter (in Dollars per share) | $ 62.5 | |||||
Sales Representative Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Agreement additional extension term | 5 years | |||||
Agreement term | 5 years | |||||
Representative [Member] | Amended and Restated Exclusive Sales Representative Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Payment of representative bonus | $ 500 | |||||
Shares of common stock (in Shares) | 53,757 | |||||
Sales and marketing expense | $ 880 | |||||
Shares issued (in Shares) | 4,445 | 31,235 | ||||
Fair value | $ 333 | |||||
Minimum representative bonus payable | 6,000 | |||||
Representative [Member] | Termination Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Sales and marketing expense | 2,611 | |||||
Payment to company | $ 1,000 | 1,000 | ||||
Company paid | $ 85 | $ 85 | ||||
Net sales percentage | 20% | |||||
Sales percentage | 10% | |||||
Value of commission agreed to pay as per agreement | $ 3,600 | |||||
Amount paid | $ 3,600 | |||||
Fair value discount rate | 15.40% | |||||
Expense amount | $ 3,600 | |||||
Representative [Member] | Consulting Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Consulting fee | $ 700 | |||||
Representative [Member] | Other [Member] | Amended and Restated Exclusive Sales Representative Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Ownership percentage | 3% | |||||
Fair Value, Inputs, Level 3 [Member] | Representative [Member] | Termination Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Growth rates of fair value of liability | 25% | |||||
Dissolution rate of fair value of liability | 10% |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Reconciliation of the Liability $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Reconciliation of the Liability [Abstract] | |
Balance at December 31, 2022 | $ 2,560 |
Amounts paid during 2023 | (406) |
Accretion | 381 |
Balance at September 30, 2023 | $ 2,535 |
Concentrations of Risk (Details
Concentrations of Risk (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Switzerland, Francs | Net Assets, Geographic Area [Member] | ||
Concentrations of Risk (Details) [Line Items] | ||
Net assets | $ 687 | $ 8 |
Subsequent Events (Details)
Subsequent Events (Details) | Sep. 30, 2023 shares |
Subsequent Events (Details) [Line Items] | |
Shares of common stock | 10 |
Common Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Shares of common stock | 1 |