Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | TENON MEDICAL, INC. | |
Entity Central Index Key | 0001560293 | |
Entity File Number | 001-41364 | |
Entity Tax Identification Number | 45-5574718 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
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 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (408) | |
Local Phone Number | 649-5760 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | TNON | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 3,951,767 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,968 | $ 2,428 |
Accounts receivable, net | 679 | 518 |
Inventory | 609 | 554 |
Prepaid expenses and other current assets | 831 | 389 |
Total current assets | 4,087 | 3,889 |
Fixed assets, net | 904 | 961 |
Deposits | 51 | 51 |
Operating lease right-of-use asset | 525 | 646 |
Deferred offering costs | 439 | 798 |
TOTAL ASSETS | 6,006 | 6,345 |
Current liabilities: | ||
Accounts payable | 1,111 | 433 |
Accrued expenses | 932 | 808 |
Current portion of accrued commissions | 1,089 | 470 |
Current portion of operating lease liability | 271 | 256 |
Convertible notes payable and accrued interest, net of debt discount of $0 and $77 at June 30, 2024 and December 31, 2023, respectively | 1,173 | |
Total current liabilities | 3,403 | 3,140 |
Accrued commissions, net of current portion | 1,481 | 1,999 |
Operating lease liability, net of current portion | 290 | 428 |
Total liabilities | 5,174 | 5,567 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 130,000,000 shares authorized at June 30, 2024 and December 31, 2023; 3,780,827 and 2,600,311 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 4 | 3 |
Additional paid-in capital | 60,003 | 55,894 |
Accumulated deficit | (62,475) | (55,073) |
Accumulated other comprehensive loss | (46) | |
Total stockholders’ equity | 832 | 778 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 6,006 | 6,345 |
Series A Convertible Preferred Stock | ||
Stockholders’ equity: | ||
Series A convertible preferred stock, $0.001 par value; 4,500,000 shares authorized at June 30, 2024 and December 31, 2023; 256,968 and 0 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | $ 3,300 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Net of debt discount (in Dollars) | $ 0 | $ 77 |
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 | 3,780,827 | 2,600,311 |
Common stock shares issued | 3,780,827 | 2,600,311 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value per share (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 4,500,000 | 4,500,000 |
Preferred stock, shares issued | 256,968 | 0 |
Preferred stock, shares outstanding | 256,968 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 901 | $ 743 | $ 1,620 | $ 1,176 |
Cost of sales | 431 | 549 | 680 | 1,029 |
Gross Profit | 470 | 194 | 940 | 147 |
Operating Expenses | ||||
Research and development | 708 | 901 | 1,377 | 1,735 |
Sales and marketing | 1,448 | 1,883 | 2,829 | 3,909 |
General and administrative | 2,186 | 1,732 | 4,112 | 3,711 |
Total Operating Expenses | 4,342 | 4,516 | 8,318 | 9,355 |
Loss from Operations | (3,872) | (4,322) | (7,378) | (9,208) |
Other Income (Expense) | ||||
Gain on investments | 39 | 37 | 66 | 93 |
Interest expense | (34) | |||
Other income (expense), net | 7 | (56) | ||
Total Other Income (Expense), net | 46 | 37 | (24) | 93 |
Net Loss | $ (3,826) | $ (4,285) | $ (7,402) | $ (9,115) |
Net Loss Per Share of Common Stock | ||||
Basic (in Dollars per share) | $ (1.02) | $ (3.28) | $ (2.24) | $ (7.5) |
Weighted-Average Shares of Common Stock Outstanding | ||||
Basic (in Shares) | 3,749 | 1,305 | 3,301 | 1,215 |
Consolidated Statements of Comprehensive Loss: | ||||
Net loss | $ (3,826) | $ (4,285) | $ (7,402) | $ (9,115) |
Unrealized gain on investments | 3 | 16 | ||
Foreign currency translation adjustment | 13 | 46 | 12 | |
Total comprehensive loss | $ (3,826) | $ (4,269) | $ (7,356) | $ (9,087) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Diluted | $ (1.02) | $ (3.28) | $ (2.24) | $ (7.50) |
Diluted | 3,749 | 1,305 | 3,301 | 1,215 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Series A Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
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 | 2,094 | 2,094 | ||||
Release of restricted stock units | ||||||
Release of restricted stock units (in Shares) | 38,695 | |||||
Issuance of common stock and warrants, net of issuance costs | $ 1 | 1,643 | 1,644 | |||
Issuance of common stock and warrants, net of issuance costs (in Shares) | 1,000,000 | |||||
Other comprehensive income | 28 | 12 | ||||
Net loss | (9,115) | (9,115) | ||||
Balance at Jun. 30, 2023 | $ 2 | 49,580 | (48,607) | (72) | 903 | |
Balance (in Shares) at Jun. 30, 2023 | 2,162,375 | |||||
Balance at Mar. 31, 2023 | $ 1 | 46,883 | (44,322) | (88) | 2,474 | |
Balance (in Shares) at Mar. 31, 2023 | 1,125,128 | |||||
Stock-based compensation expense | 1,054 | 1,054 | ||||
Release of restricted stock units | ||||||
Release of restricted stock units (in Shares) | 37,247 | |||||
Issuance of common stock and warrants, net of issuance costs | $ 1 | 1,643 | 1,644 | |||
Issuance of common stock and warrants, net of issuance costs (in Shares) | 1,000,000 | |||||
Other comprehensive income | 16 | 16 | ||||
Net loss | (4,285) | (4,285) | ||||
Balance at Jun. 30, 2023 | $ 2 | 49,580 | (48,607) | (72) | 903 | |
Balance (in Shares) at Jun. 30, 2023 | 2,162,375 | |||||
Balance at Dec. 31, 2023 | $ 3 | 55,894 | (55,073) | (46) | 778 | |
Balance (in Shares) at Dec. 31, 2023 | 2,600,311 | |||||
Stock-based compensation expense | 2,052 | 2,052 | ||||
Issuance of common stock, net of issuance costs | $ 1 | 1,803 | 1,804 | |||
Issuance of common stock, net of issuance costs (in Shares) | 1,123,439 | |||||
Issuance of series A convertible preferred stock, net of issuance costs | $ 3,300 | 254 | 3,554 | |||
Issuance of series A convertible preferred stock, net of issuance costs (in Shares) | 256,968 | |||||
Release of restricted stock units | ||||||
Release of restricted stock units (in Shares) | 57,077 | |||||
Other comprehensive income | 46 | 46 | ||||
Net loss | (7,402) | (7,402) | ||||
Balance at Jun. 30, 2024 | $ 3,300 | $ 4 | 60,003 | (62,475) | 832 | |
Balance (in Shares) at Jun. 30, 2024 | 256,968 | 3,780,827 | ||||
Balance at Mar. 31, 2024 | $ 3,300 | $ 4 | 58,969 | (58,649) | 3,624 | |
Balance (in Shares) at Mar. 31, 2024 | 256,968 | 3,726,974 | ||||
Stock-based compensation expense | 1,034 | 1,034 | ||||
Release of restricted stock units | ||||||
Release of restricted stock units (in Shares) | 53,853 | |||||
Net loss | (3,826) | (3,826) | ||||
Balance at Jun. 30, 2024 | $ 3,300 | $ 4 | $ 60,003 | $ (62,475) | $ 832 | |
Balance (in Shares) at Jun. 30, 2024 | 256,968 | 3,780,827 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (7,402) | $ (9,115) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 2,052 | 2,094 |
Depreciation and amortization | 189 | 60 |
Provision for losses on accounts receivable | 46 | |
Amortization of operating right-of-use asset | 121 | 111 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (207) | (373) |
Inventory | (55) | (155) |
Prepaid expenses and other assets | (442) | (325) |
Accounts payable | 678 | 362 |
Accrued expenses | 385 | 698 |
Operating lease liability | (123) | (109) |
Net cash used in operating activities | (4,758) | (6,752) |
Cash Flows from Investing Activities | ||
Sales of short-term investments | 6,503 | |
Purchases of short-term investments | (493) | |
Purchases of property and equipment | (119) | (212) |
Net cash (used in) provided by investing activities | (119) | 5,798 |
Cash Flows from Financing Activities | ||
Proceeds from issuance of Series A Convertible Preferred Stock, net | 2,437 | |
Proceeds from issuance of common stock, net | 1,934 | |
Proceeds from issuance of common stock and warrants, net of issuance costs | 4,808 | |
Deferred offering costs | (143) | |
Net cash provided by financing activities | 4,371 | 4,665 |
Effect of foreign currency translation on cash flow | 46 | 12 |
Net (Decrease) Increase in Cash and Cash Equivalents | (460) | 3,723 |
Cash and Cash Equivalents at Beginning of Period | 2,428 | 2,129 |
Cash and Cash Equivalents at End of Period | 1,968 | 5,852 |
Non-cash investing and financing activities: | ||
Preferred stock issued upon conversion of debt and accrued interest | 1,186 | |
Reclassification of deferred offering costs to additional paid-in capital | $ 130 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2024 | |
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 U.S. market. Since the national launch of the Catamaran System in October 2022, the Company is focused on three commercial opportunities: 1) Primary SI Joint procedures, 2) Revision procedures of failed SI Joint implants and 3) SI Joint fusion adjunct to a spine fusion construct. Principles of consolidation The condensed consolidated financial statements of the Company for the three and six months ended June 30, 2023 and as of December 31, 2023 include the accounts of 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. In 2024, TTAG was dissolved and, as such, the financial statements for the three and six months ended June 30, 2024 and as of June 30, 2024 only include the accounts of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 6 Months Ended |
Jun. 30, 2024 | |
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”). 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, 2023 and 2022 included in its Annual Report of Form 10-K filed with the SEC on March 29, 2024. 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. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2024. 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 condensed consolidated 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 expected level of revenues and expenditures, the Company believes that its existing cash and cash equivalents as of June 30, 2024 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 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Notice from Nasdaq On May 7, 2024, the Company received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that for the 30 consecutive business day period between March 25, 2024 and May 6, 2024, 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 November 4, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Rule. If the Company does not regain compliance with the Bid Price Rule by November 4, 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. If the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the common stock of the Company will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel. The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock. The Company is currently evaluating its options for regaining compliance. On December 21, 2023, the Company’s shareholders approved an amendment to its Certificate of Incorporation to provide for a reverse stock split in a ratio ranging from one for two (1:2) to one for fifty (1:50) at the discretion of the Company’s Board of Directors. 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, allowance for credit losses, and stock-based compensation. Reverse Stock Split On November 2, 2023, the Company effected a 1-for-10 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 reverse stock split combined every ten shares of our common stock issued and outstanding immediately prior to effecting the reverse stock split into one share of common stock. No fractional shares were issued in connection with the reverse stock split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 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 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 certain 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 June 30, 2024 and 2023 which were excluded from the calculation because their effect was anti-dilutive: June 30, 2024 June 30, 2023 Outstanding restricted stock units 136,690 93,156 Outstanding stock options 72,563 96,934 Outstanding warrants 2,388,068 2,009,600 Common shares convertible from preferred stock 2,625,016 — Total 5,222,337 2,199,690 Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2023-07, Segment Reporting Improvements to Reportable Segment Disclosures In December 2023, the FASB issued Accounting Standards Update 2023-09, “ Income Taxes Improvements to Income Tax Disclosures |
Fixed Assets, Net
Fixed Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Fixed Assets, Net [Abstract] | |
Fixed Assets, net | 3. Fixed Assets, Net Fixed assets, net, consisted of the following: June 30, 2024 December 31, 2023 Construction in progress $ 718 $ 602 Catamaran tray sets 538 538 IT equipment 56 56 Leasehold improvements 15 15 Lab equipment 14 14 Office furniture 9 9 Fixed assets, gross 1,350 1,234 Less: accumulated depreciation (446 ) (273 ) Fixed assets, net $ 904 $ 961 Construction in progress is made up of reusable components that will become reusable Catamaran Tray Sets. Depreciation expense was approximately $86 and $35 for the three months ended June 30, 2024 and 2023, respectively. Depreciation expense was approximately $173 and $60 for the six months ended June 30, 2024 and 2023, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following: June 30, 2024 December 31, 2023 Accrued compensation $ 531 $ 334 Other accrued expenses 401 474 Total accrued expenses $ 932 $ 808 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt [Abstract] | |
Debt | 5. Debt Convertible notes payable In November 2023, the Company entered into Securities Purchase Agreements with certain investors (the “Investors”), pursuant to which the Company sold to the Investors a total of $1,250,000 in secured notes (the “Convertible Notes”) and warrants to purchase 45,000 shares of the Company’s common stock at an exercise price equal to $1.94 per share. The Convertible Notes bear an interest rate of 10% per annum with a default rate of 12% per annum and have a maturity date of November 21, 2024. All principal and accrued interest is payable at maturity. At any time during the term of the Convertible Notes, the principal amount together with all accrued interest thereon (the “Prepayment Amount”) may be paid in full, but not in part, by the Company. The Prepayment Amount may be paid by the Company in cash or by the issuance to the Investors of shares of Series A Preferred Stock, if prior to such payment with Series A Preferred Stock (i) certain stockholder proposals described in the Convertible Notes are approved by the Company’s stockholders; and (ii) the Company has commitments from investors other than the Investors to purchase shares of Series A Preferred Stock with a stated value of at least $3,750,000. The Convertible Notes are secured by a first priority security interest in all of the assets of the Company. The warrants expire five years from the issuance date. The warrants contain a “cashless exercise” feature and contain anti-dilution rights on subsequent issuances of equity or equity equivalents. On February 20, 2024, the Investors agreed to a complete prepayment of the Company’s obligations under the Convertible Notes, including accrued interest, in exchange for 84,729 shares of Series A Preferred Stock and warrants to purchase 157,094 shares of our common stock at $1.2705 per share and the Convertible Notes were cancelled. See Note 7. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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. Operating lease costs for the facility lease were $73 and $73 for the three months ended June 30, 2024 and 2023, respectively, and were $146 and $146 for the six months ended June 30, 2024 and 2023, respectively. Supplemental balance sheet information related to leases was as follows: June 30, December 31, 2024 2023 Operating lease right-of-use assets $ 525 $ 646 Operating lease liability, current $ (271 ) $ (256 ) Operating lease liability, noncurrent (290 ) (428 ) Total operating lease liabilities $ (561 ) $ (684 ) Future maturities of operating lease liabilities as of June 30, 2024 were as follows: 2024 $ 154 2025 310 2026 144 Total lease payments 608 Less: imputed interest (47 ) Present value of operating lease liabilities $ 561 Other information: Cash paid for operating leases for the six months ended June 30, 2024 $ 148 Cash paid for operating leases for the six months ended June 30, 2023 $ 144 Remaining lease term - operating leases (in years) 2.00 Average discount rate - operating leases 8.0 % |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
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, both 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. 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 six months ended June 30, 2024, 1,033,592 shares of the Company’s common stock were sold under the program at a weighted-average price of $1.83 per share with aggregate proceeds, net of issuance costs, of $1,834. No shares were sold under the program during the three months ended June 30, 2024. As of the date of this report, the Company may not sell additional shares under this program. 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”) and on May 10, 2024, the Company filed registration statements with 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. During the six months ended June 30, 2024, 89,847 shares of the Company’s common stock were sold under the program at a weighted-average price of $1.113 per share with aggregate net proceeds of $96. No shares were sold under the program during the three months ended June 30, 2024. Series A Preferred Stock On February 20, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors, pursuant to which the Company agreed to sell, issue and deliver to these investors, in a private placement offering (the “Offering”), a total of 172,239 shares of the Company’s Series A Preferred Stock and warrants (the “Series A Warrants”) to purchase 258,374 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) at an exercise price equal to $1.2705 per share for an aggregate offering price of $2,605,000. Additionally, on February 20, 2024, the Investors agreed to a complete prepayment of the Company’s obligations under the Convertible Notes, including accrued interest, in exchange for 84,729 shares of Series A Preferred Stock and warrants to purchase 157,094 shares of our common stock at $1.2705 per share and the Convertible Notes were cancelled. The Series A Warrants are immediately exercisable and expire five years from the date of issuance. The Series A Preferred Stock is convertible, at any time, at the option of the holder into shares of Common Stock. Each share of Series A Preferred Stock shall be convertible, at any time after the date of issuance, at the option of the holder thereof (or, upon a Required Conversion (as defined below), at the option of the Corporation), into that number of shares of Common Stock determined by dividing the Stated Value (as defined below) for such share of Series A Preferred Stock by the Conversion Price (as defined below). “Stated Value” means for any share of Series A Preferred Stock, an amount equal to the product of (x) $15.125 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of days that such share of Series A Preferred Stock has been issued divided by 365. “Conversion Price” means (i) for the shares of Series A Preferred Stock issued on the Closing Date, $1.5125 and (ii) for each share of Series A Preferred Stock issued thereafter, an amount equal to the greater of (x) $1.5125 and the average of the VWAPs for the 10 Trading Days prior the issuance date of such share of Series A Preferred Stock, in each case subject to adjustment as set forth herein. On any date that ten out of the last 15 daily VWAPs of the Common Stock is 250% higher than the Conversion Price on such date, then the Company will have the right to require 50% of the Preferred Stock to be converted into shares of Common Stock. Additionally, on and after the time on which the Company has $2.25 million in revenues in any single financial quarter, the Company will have the right to require 50% of the Preferred Stock to be converted into shares of Common Stock (a “Required Conversion”). No dividends are payable on the Series A Preferred Stock. The Series A Preferred Stock will vote together with the Common Stock on all matters other than as required by law; provided however that any additional shares underlying the Series A Preferred Stock as a result of the anti-dilution provision described below shall not vote on an “as converted” basis and shall only vote when issued upon conversion. Notwithstanding the foregoing, the vote of an individual holder of Series A Preferred Stock (and underlying Common Stock) shall be capped at 9.99% (or 4.99% if selected by the holder). The Conversion Price is subject to anti-dilution adjustment as the result of any subdivision, combination of shares or recapitalization, stock dividends, stock splits and similar transactions affecting the Common Stock. In addition, the Series A Preferred Stock will have weighted average anti-dilution protection providing for adjustment of the Conversion Price in the event of issuance of, or commitments to issue, Common Stock for less than the Conversion Price then in effect immediately prior to such issue or sale (a “Dilutive Issuance”), subject to customary exceptions; provided however the anti-dilution for Dilutive Issuances shall not be operative until the stockholders of the Company have approved the terms of the Series A Preferred Stock. Upon any liquidation or winding up of the Company (a “Liquidation”), the holders of Series A Preferred Stock will be entitled to receive in preference to any other class or series of the Company’s equity securities the greater of (i) the Stated Value plus accrued and unpaid dividends and (ii) what would be paid if the Series A Preferred Stock plus accrued and unpaid dividends had been converted into Common Stock. A consolidation or merger of the Company or sale or transfer of all or substantially all of its assets, or any transaction which results in the stockholders of the Company owning less than 50% of the equity or voting power of the surviving entity (excluding the issuance of Common Stock in any financing transaction unless more than 50% of the Company’s shares are issued to one stockholder or a number of stockholders who act as a one group) shall be deemed a Liquidation (a “Deemed Liquidation”) with respect to the shares of Series A Preferred Stock of any holder who opts to have such occurrence treated as a Deemed Liquidation; provided that if the liquidation preference payable on a Deemed Liquidation is less than 110% of the stated value of the Series A Preferred Stock, the dividend rate on any accrued and unpaid dividends payable with respect to such Deemed Liquidation will increase to 10%. All liquidation preferences payable in respect of a Deemed Liquidation will be payable in shares of Common Stock based on the closing price of the Common Stock on the date of such Deemed Liquidation. Consent of the majority of the holders will be required to (i) amend the Certificate of Incorporation or Bylaws of the Company so as to adversely alter the rights, preferences, privileges of the Series A Preferred Stock, (ii) create any new class of shares pari passu or senior to the Series A Preferred Stock or increase or decrease the number of authorized shares of Common Stock or preferred stock, (iii) pay or declare any dividend on Common Stock or other junior securities, or incur indebtedness in any single transaction in excess of $1 million or (iv) redeem, purchase or otherwise acquire any share or shares of preferred stock or Common Stock (other than (a) the repurchase of shares of Common Stock pursuant to a written benefit plan or employment or consulting agreement, or (b) the repurchase of any equity securities in connection with the Company’s right of first offer with respect to those securities contained in any written agreement with the Company). 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 are 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 are 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 provides 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. In April 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 662,516. In July 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan to 737,516. In August 2021, the Board increased the number of shares of common stock reserved for issuance under the 2012 Plan from 737,516 shares to 799,266 shares and approved the form of a 2022 Equity Incentive Plan. 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 number of shares of common stock that may be subject to awards and sold under the 2022 Plan is equal to 1,600,000. Automatic annual increases in number of shares available for issuance under the 2022 Plan is equal to the least of (a) 1,100,000 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. Option Exchange On April 8, 2024, the Company issued an offer to holders of outstanding stock options to purchase an aggregate of 90,987 shares of the Company’s common stock to exchange their options for a lesser number of new restricted stock units (“RSUs”) to be granted under the 2022 Plan upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units (the “Offer to Exchange”). The Offer to Exchange expired on May 6, 2024. A total of 27 eligible participants participated in the exchange. The Company accepted for exchange options to purchase an aggregate of 83,391 shares of common stock of the Company. All surrendered options were cancelled effective as of the expiration of the Option Exchange, and immediately thereafter, in exchange therefor, the Company granted a total of 41,698 new RSUs under the 2022 Plan. The incremental fair value of the new RSUs that were vested at the issuance date was $32 and was immediately expensed. A summary of the Company’s stock option and restricted stock unit activity under its plans is as follows: Number of Shares Subject to Outstanding Stock Options Weighted Number of Outstanding Restricted Stock Units Weighted Average Grant Date Fair Value per Unit Outstanding at December 31, 2023 102,089 $ 42.54 76,916 $ 69.50 Granted 66,967 $ 0.87 119,351 $ 1.00 Released — — (57,077 ) $ 32.05 Cancelled or forfeited (96,493 ) $ 43.27 (2,500 ) $ 2.91 Outstanding at June 30, 2024 72,563 $ 3.12 136,690 $ 26,55 The following table sets forth stock-based compensation expense recognized for the three and six months ended June 30, 2024 and 2023: Three months ended Six months ended 2024 2023 2024 2023 Research and development $ 358 $ 378 $ 725 $ 750 Sales and marketing 34 58 77 116 General, and administrative 642 618 1,250 1,228 Total stock-based compensation expense $ 1,034 $ 1,054 $ 2,052 $ 2,094 At June 30, 2024, there were 54,173 shares available for issuance under the 2022 Plan. Warrants In April 2022, in association with the Company’s initial public offering, the Company granted to The Benchmark Company, LLC and Valuable Capital Limited warrants to purchase a total of 9,600 shares of the Company’s common stock. The warrants were 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 using a Black-Scholes option valuation model with an 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 $264 as an issuance cost to additional paid-in capital in 2022. In June 2023, in connection with a registered offering of stock, the Company issued warrants to purchase a total of 2,000,000 shares of the Company’s common stock (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 of the Offering Warrants reset on July 16, 2023, to $3.146 per share. The fair value of the Offering Warrants on the grant date of $3,164, or $1.58 per warrant, 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%. In November 2023, in connection with the issuance of the Convertible Notes, the Company issued warrants to purchase a total of 45,000 shares of the Company’s common stock at an exercise price equal to $1.94 per share. The warrants expire five years from the issuance date. The fair value of the warrants on the grant date was $1.29 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.89%, dividend yield of 0%, and risk-free interest rate of 4.41%. The Company recorded the fair value of these warrants of approximately $58 as an issuance cost to additional paid-in capital in 2023. On February 20, 2024, in connection with the Purchase Agreement, the Company issued the Series A Warrants to purchase a total of 415,468 shares of the Company’s common stock at an exercise price equal to $1.2705 per share. The Series A Warrants are immediately exercisable and expire five years from the date of issuance. The fair value of the Series A Warrants on the grant date was $0.61 per warrant, which was calculated using a Black-Scholes option valuation model with an expected term of 5.00 years, expected volatility of 68.24%, dividend yield of 0%, and risk-free interest rate of 4.3%. The Company recorded the fair value of these warrants of $254 to additional paid-in capital in 2024. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 $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 expensed the $85 per month 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 six months ended June 31, 2024 is as follows: Balance at January 1, 2024 $ 2,377 Amounts paid during 2024 (252 ) Accretion 185 Balance at June 30, 2024 $ 2,310 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 was from October 6, 2022, until October 5, 2023, when it terminated in accordance with the terms of the Consulting Agreement. In consideration for the services to be provided, the Company paid the Representative a base consulting fee of $700 per year, payable in monthly instalments, along with additional compensation of $62.5 per quarter, if certain sales targets were met, for four quarters; along with any travel and related out-of-pocket expenses incurred by the Representative in connection with the performance of the services. Litigation In the normal course of business, the Company may possibly be named as a defendant in various lawsuits. |
Concentrations of Risk
Concentrations of Risk | 6 Months Ended |
Jun. 30, 2024 | |
Concentrations of Risk [Abstract] | |
Concentrations of Risk | 9. Concentrations of Risk Credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash balances at financial institutions located in California. Accounts at the U.S. financial institutions are secured by the Federal Deposit Insurance Corporation. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Company grants unsecured credit to its customers based on an evaluation of the customer’s financial condition and a cash deposit is generally not required. Management believes its credit policies do not result in significant adverse risk and historically has not experienced significant credit-related losses. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (3,826) | $ (4,285) | $ (7,402) | $ (9,115) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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”). 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, 2023 and 2022 included in its Annual Report of Form 10-K filed with the SEC on March 29, 2024. 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. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2024. |
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 condensed consolidated 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 expected level of revenues and expenditures, the Company believes that its existing cash and cash equivalents as of June 30, 2024 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 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Notice from Nasdaq | Notice from Nasdaq On May 7, 2024, the Company received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that for the 30 consecutive business day period between March 25, 2024 and May 6, 2024, 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 November 4, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Rule. If the Company does not regain compliance with the Bid Price Rule by November 4, 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. If the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the common stock of the Company will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel. The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock. The Company is currently evaluating its options for regaining compliance. On December 21, 2023, the Company’s shareholders approved an amendment to its Certificate of Incorporation to provide for a reverse stock split in a ratio ranging from one for two (1:2) to one for fifty (1:50) at the discretion of the Company’s Board of Directors. |
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, allowance for credit losses, and stock-based compensation. |
Reverse Stock Splits | Reverse Stock Split On November 2, 2023, the Company effected a 1-for-10 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 reverse stock split combined every ten shares of our common stock issued and outstanding immediately prior to effecting the reverse stock split into one share of common stock. No fractional shares were issued in connection with the reverse stock split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the 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 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 certain 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 June 30, 2024 and 2023 which were excluded from the calculation because their effect was anti-dilutive: June 30, 2024 June 30, 2023 Outstanding restricted stock units 136,690 93,156 Outstanding stock options 72,563 96,934 Outstanding warrants 2,388,068 2,009,600 Common shares convertible from preferred stock 2,625,016 — Total 5,222,337 2,199,690 |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2023-07, Segment Reporting Improvements to Reportable Segment Disclosures In December 2023, the FASB issued Accounting Standards Update 2023-09, “ Income Taxes Improvements to Income Tax Disclosures |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Principles [Abstract] | |
Schedule of Dilutive Common Stock Equivalents | The Company had the following dilutive common stock equivalents as of June 30, 2024 and 2023 which were excluded from the calculation because their effect was anti-dilutive: June 30, 2024 June 30, 2023 Outstanding restricted stock units 136,690 93,156 Outstanding stock options 72,563 96,934 Outstanding warrants 2,388,068 2,009,600 Common shares convertible from preferred stock 2,625,016 — Total 5,222,337 2,199,690 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fixed Assets, Net [Abstract] | |
Schedule of Fixed Assets, Net | Fixed assets, net, consisted of the following: June 30, 2024 December 31, 2023 Construction in progress $ 718 $ 602 Catamaran tray sets 538 538 IT equipment 56 56 Leasehold improvements 15 15 Lab equipment 14 14 Office furniture 9 9 Fixed assets, gross 1,350 1,234 Less: accumulated depreciation (446 ) (273 ) Fixed assets, net $ 904 $ 961 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: June 30, 2024 December 31, 2023 Accrued compensation $ 531 $ 334 Other accrued expenses 401 474 Total accrued expenses $ 932 $ 808 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: June 30, December 31, 2024 2023 Operating lease right-of-use assets $ 525 $ 646 Operating lease liability, current $ (271 ) $ (256 ) Operating lease liability, noncurrent (290 ) (428 ) Total operating lease liabilities $ (561 ) $ (684 ) |
Schedule of Future Maturities of Operating Lease Liabilities | Future maturities of operating lease liabilities as of June 30, 2024 were as follows: 2024 $ 154 2025 310 2026 144 Total lease payments 608 Less: imputed interest (47 ) Present value of operating lease liabilities $ 561 Cash paid for operating leases for the six months ended June 30, 2024 $ 148 Cash paid for operating leases for the six months ended June 30, 2023 $ 144 Remaining lease term - operating leases (in years) 2.00 Average discount rate - operating leases 8.0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity [Abstract] | |
Schedule of Stock Option and Restricted Stock Unit Activity | A summary of the Company’s stock option and restricted stock unit activity under its plans is as follows: Number of Shares Subject to Outstanding Stock Options Weighted Number of Outstanding Restricted Stock Units Weighted Average Grant Date Fair Value per Unit Outstanding at December 31, 2023 102,089 $ 42.54 76,916 $ 69.50 Granted 66,967 $ 0.87 119,351 $ 1.00 Released — — (57,077 ) $ 32.05 Cancelled or forfeited (96,493 ) $ 43.27 (2,500 ) $ 2.91 Outstanding at June 30, 2024 72,563 $ 3.12 136,690 $ 26,55 |
Schedule of Stock-Based Compensation Expense Recognized | The following table sets forth stock-based compensation expense recognized for the three and six months ended June 30, 2024 and 2023: Three months ended Six months ended 2024 2023 2024 2023 Research and development $ 358 $ 378 $ 725 $ 750 Sales and marketing 34 58 77 116 General, and administrative 642 618 1,250 1,228 Total stock-based compensation expense $ 1,034 $ 1,054 $ 2,052 $ 2,094 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Schedule of Reconciliation of the Liability | A reconciliation of the liability under clause (b) and clause (c) for the six months ended June 31, 2024 is as follows: Balance at January 1, 2024 $ 2,377 Amounts paid during 2024 (252 ) Accretion 185 Balance at June 30, 2024 $ 2,310 |
Summary of Significant Accoun_3
Summary of Significant Accounting Principles (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | May 06, 2024 | |
Summary of Significant Accounting Principles [Line Items] | ||
Price per share | $ 1 | |
Percentage of valuation allowance in deferred tax assets | 100% | |
Minimum [Member] | ||
Summary of Significant Accounting Principles [Line Items] | ||
Reverse stock split ratio | one for two (1:2) | |
Maximum [Member] | ||
Summary of Significant Accounting Principles [Line Items] | ||
Reverse stock split ratio | one for fifty (1:50) |
Summary of Significant Accoun_4
Summary of Significant Accounting Principles (Details) - Schedule of Dilutive Common Stock Equivalents - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Dilutive Common Stock Equivalents [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 5,222,337 | 2,199,690 |
Outstanding restricted stock units [Member] | ||
Schedule of Dilutive Common Stock Equivalents [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 136,690 | 93,156 |
Outstanding stock options [Member] | ||
Schedule of Dilutive Common Stock Equivalents [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 72,563 | 96,934 |
Outstanding warrants [Member] | ||
Schedule of Dilutive Common Stock Equivalents [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,388,068 | 2,009,600 |
Common shares convertible from preferred stock [Member] | ||
Schedule of Dilutive Common Stock Equivalents [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,625,016 |
Fixed Assets, Net (Details)
Fixed Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fixed Assets, Net [Abstract] | ||||
Depreciation expense | $ 86 | $ 35 | $ 173 | $ 60 |
Fixed Assets, Net (Details) - S
Fixed Assets, Net (Details) - Schedule of Fixed Assets, Net - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Fixed Assets, Net [Line Items] | ||
Fixed assets, gross | $ 1,350 | $ 1,234 |
Less: accumulated depreciation | (446) | (273) |
Fixed assets, net | 904 | 961 |
Construction in progress [Member] | ||
Schedule of Fixed Assets, Net [Line Items] | ||
Fixed assets, gross | 718 | 602 |
Catamaran tray sets [Member] | ||
Schedule of Fixed Assets, Net [Line Items] | ||
Fixed assets, gross | 538 | 538 |
IT equipment [Member] | ||
Schedule of Fixed Assets, Net [Line Items] | ||
Fixed assets, gross | 56 | 56 |
Leasehold improvements [Member] | ||
Schedule of Fixed Assets, Net [Line Items] | ||
Fixed assets, gross | 15 | 15 |
Lab equipment [Member] | ||
Schedule of Fixed Assets, Net [Line Items] | ||
Fixed assets, gross | 14 | 14 |
Office furniture [Member] | ||
Schedule of Fixed Assets, Net [Line Items] | ||
Fixed assets, gross | $ 9 | $ 9 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Accrued Expenses [Abstract] | ||
Accrued compensation | $ 531 | $ 334 |
Other accrued expenses | 401 | 474 |
Total accrued expenses | $ 932 | $ 808 |
Debt (Details)
Debt (Details) - Convertible Note Payable [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Feb. 20, 2024 | Nov. 30, 2023 | |
Debt [Line Items] | |||
Debt instrument principal amount (in Dollars) | $ 1,250,000 | ||
Purchase of warrant | 45,000 | ||
Warrant exercise price (in Dollars per share) | $ 1.2705 | $ 1.94 | |
Interest rate | 10% | ||
Default interest rate | 12% | ||
Maturity date | Nov. 21, 2024 | ||
Warrant term | 5 years | ||
Preferred stock of shares | 84,729 | ||
Warrant [Member] | |||
Debt [Line Items] | |||
Purchase of warrant | 157,094 | ||
Series A Preferred Stock [Member] | |||
Debt [Line Items] | |||
Stated value (in Dollars) | $ 3,750,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Operating lease term | 2026 years | 2026 years | ||
Operating lease costs | $ 73 | $ 73 | $ 146 | $ 146 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Leases - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Supplemental Balance Sheet Information Related to Leases [Abstract] | ||
Operating lease right-of-use assets | $ 525 | $ 646 |
Operating lease liability, current | (271) | (256) |
Operating lease liability, noncurrent | (290) | (428) |
Total operating lease liabilities | $ (561) | $ (684) |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Future Maturities of Operating Lease Liabilities - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Schedule of Future Maturities of Operating Lease Liabilities [Abstract] | |||
2024 | $ 154 | ||
2025 | 310 | ||
2026 | 144 | ||
Total lease payments | 608 | ||
Less: imputed interest | (47) | ||
Present value of operating lease liabilities | 561 | $ 684 | |
Cash paid for operating leases | $ 148 | $ 144 | |
Remaining lease term - operating leases (in years) | 2 years | ||
Average discount rate - operating leases | 8% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||||||||||
Apr. 08, 2024 USD ($) shares | Feb. 20, 2024 USD ($) $ / shares shares | Nov. 30, 2023 USD ($) $ / shares shares | Jul. 24, 2023 USD ($) | Jul. 16, 2023 $ / shares | May 04, 2023 USD ($) | Apr. 30, 2022 USD ($) $ / shares shares | Feb. 02, 2022 shares | Jan. 10, 2022 shares | Feb. 18, 2014 $ / shares shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares shares | Aug. 31, 2021 shares | Jul. 31, 2021 shares | Apr. 30, 2021 shares | |
Stockholders’ Equity [Line Items] | |||||||||||||||||
Common stock shares authorized | 130,000,000 | 130,000,000 | 130,000,000 | ||||||||||||||
Preferred stock shares authorized | 20,000,000 | ||||||||||||||||
Par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Gross proceeds from sale of common stock (in Dollars) | $ | $ 5,500 | $ 1,934 | |||||||||||||||
Percentage of gross proceeds | 3% | ||||||||||||||||
Issuance of common stock | 83,391 | ||||||||||||||||
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 | ||||||||||||||||
Purchase of shares | 100,000 | ||||||||||||||||
Percentage of outstanding shares | 4.99% | ||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Percentage of shares issued to stockholders | 50% | ||||||||||||||||
Deemed liquidation percentage | 110% | ||||||||||||||||
Increased percentage of deemed liquidation | 10% | ||||||||||||||||
Purchase of warrant shares | 2,000,000 | 2,000,000 | |||||||||||||||
Expiration date | 5 years | ||||||||||||||||
Fair value of warrant grant date (in Dollars per share) | $ / shares | $ 3,164 | ||||||||||||||||
Fair value of per warrant grant date (in Dollars per share) | $ / shares | 1.58 | ||||||||||||||||
Fair value price (in Dollars per share) | $ / shares | $ 3 | $ 3 | |||||||||||||||
Daily return rate | 5.18% | ||||||||||||||||
Short-term annual volatility | 100% | ||||||||||||||||
Standard deviation | 6.30% | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issued offering warrants | 45,000 | ||||||||||||||||
Common stock exercise price (in Dollars per share) | $ / shares | $ 1.94 | ||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 50 | ||||||||||||||||
Weighted-average grant-date fair value of options granted (in Dollars per share) | $ / shares | $ 1.29 | $ 27.5 | |||||||||||||||
Expiration date | 5 years | ||||||||||||||||
Fair value of warrant grant date (in Dollars per share) | $ / shares | $ 3.146 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Common stock sold | 89,847 | ||||||||||||||||
Weighted average price (in Dollars per share) | $ / shares | $ 1.113 | ||||||||||||||||
Issuance of common stock | 1,123,439 | ||||||||||||||||
Net proceeds (in Dollars) | $ | $ 96 | ||||||||||||||||
Additional Paid-in Capital [Member] | Warrant [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issuance cost (in Dollars) | $ | $ 58 | $ 264 | |||||||||||||||
Expected Term [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Fair value of warrant | 5 | 5 | 4.9 | 4.9 | |||||||||||||
Expected Volatility [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Fair value of warrant | 68.89 | 62.55 | 60 | 60 | |||||||||||||
Dividend Yield [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Fair value of warrant | 0 | 0 | |||||||||||||||
Risk-Free Interest Rate [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Fair value of warrant | 4.41 | 2.92 | 3.99 | 3.99 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issuance of common stock | 90,987 | ||||||||||||||||
Options were cancelled | 41,698 | ||||||||||||||||
Fair value vested issuance (in Dollars) | $ | $ 32 | ||||||||||||||||
Merger Transaction [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Equity percentage | 50% | ||||||||||||||||
Underwriting Agreement [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Purchase of warrant shares | 9,600 | ||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Weighted-average grant-date fair value of options granted (in Dollars per share) | $ / shares | $ 0.61 | ||||||||||||||||
Purchase Agreement [Member] | Series A Preferred Stock and Warrants [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issued offering warrants | 258,374 | ||||||||||||||||
Purchase Agreement [Member] | Series A Warrants [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issued offering warrants | 415,468 | ||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1.2705 | ||||||||||||||||
Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Common stock exercise price (in Dollars per share) | $ / shares | $ 1.2705 | ||||||||||||||||
Aggregate offering price (in Dollars) | $ | $ 2,605,000 | ||||||||||||||||
Purchase Agreement [Member] | Expected Term [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Fair value of warrant | 5 | ||||||||||||||||
Purchase Agreement [Member] | Expected Volatility [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Fair value of warrant | 68.24 | ||||||||||||||||
Purchase Agreement [Member] | Dividend Yield [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Fair value of warrant | 0 | ||||||||||||||||
Purchase Agreement [Member] | Risk-Free Interest Rate [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Fair value of warrant | 4.3 | ||||||||||||||||
IPO [Member] | Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issuance cost (in Dollars) | $ | $ 254 | ||||||||||||||||
IPO [Member] | Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issued offering warrants | 157,094 | ||||||||||||||||
Conversion shares | 84,729 | ||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1.2705 | $ 1.94 | |||||||||||||||
At-the-Market Offering Program [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Common stock sold | 1,033,592 | ||||||||||||||||
Weighted average price (in Dollars per share) | $ / shares | $ 1.83 | ||||||||||||||||
Net of issuance costs (in Dollars) | $ | $ 1,834 | ||||||||||||||||
2012 Plan [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Number of shares of common stock reserved for issuance | 737,516 | 662,516 | |||||||||||||||
2012 Plan [Member] | Minimum [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Number of shares of common stock reserved for issuance | 737,516 | ||||||||||||||||
2012 Plan [Member] | Maximum [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Number of shares of common stock reserved for issuance | 799,266 | ||||||||||||||||
2022 Plan [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Percentage of gross proceeds | 4% | ||||||||||||||||
Common stock sold | 1,100,000 | 1,100,000 | |||||||||||||||
Issuance of common stock | 54,173 | ||||||||||||||||
Percentage of outstanding shares | 4% | ||||||||||||||||
2022 Plan [Member] | Common Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Common stock sold | 1,600,000 | 1,600,000 | |||||||||||||||
Equity Line of Credit [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issuance of common stock | 10,000 | ||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Line of credit (in Dollars) | $ | $ 10,000 | $ 10,000 | |||||||||||||||
Closing price of common stock (in Dollars per share) | $ / shares | $ 1.5 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Preferred stock shares authorized | 4,500,000 | 4,500,000 | |||||||||||||||
Par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock, designated shares | 4,500,000 | ||||||||||||||||
Description of series A preferred stock | the product of (x) $15.125 multiplied by (y) the sum of 1 plus the product of (A) 0.06 multiplied by (B) a fraction equal to the number of days that such share of Series A Preferred Stock has been issued divided by 365. “Conversion Price” means (i) for the shares of Series A Preferred Stock issued on the Closing Date, $1.5125 and (ii) for each share of Series A Preferred Stock issued thereafter, an amount equal to the greater of (x) $1.5125 and the average of the VWAPs for the 10 Trading Days prior the issuance date of such share of Series A Preferred Stock, in each case subject to adjustment as set forth herein. On any date that ten out of the last 15 daily VWAPs of the Common Stock is 250% higher than the Conversion Price on such date, then the Company will have the right to require 50% of the Preferred Stock to be converted into shares of Common Stock. Additionally, on and after the time on which the Company has $2.25 million in revenues in any single financial quarter, the Company will have the right to require 50% of the Preferred Stock to be converted into shares of Common Stock (a “Required Conversion”). No dividends are payable on the Series A Preferred Stock. The Series A Preferred Stock will vote together with the Common Stock on all matters other than as required by law; provided however that any additional shares underlying the Series A Preferred Stock as a result of the anti-dilution provision described below shall not vote on an “as converted” basis and shall only vote when issued upon conversion. Notwithstanding the foregoing, the vote of an individual holder of Series A Preferred Stock (and underlying Common Stock) shall be capped at 9.99% (or 4.99% if selected by the holder). | ||||||||||||||||
Transaction excess amount (in Dollars) | $ | $ 1,000 | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Preferred stock, designated shares | 491,222 | ||||||||||||||||
Series A Preferred Stock and Warrants [Member] | Purchase Agreement [Member] | |||||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||||
Issuance of common stock | 172,239 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Stock Option and Restricted Stock Unit Activity | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Stock Options [Member] | |
Schedule of Stock Option and Restricted Stock Unit Activity under its Plans [Line Items] | |
Number of Shares Subject to Outstanding Stock Options, Beginning balance | shares | 102,089 |
Weighted Average Exercise Price per Share, Beginning balance | $ / shares | $ 42.54 |
Number of Shares Subject to Outstanding Stock Options, Granted | shares | 66,967 |
Weighted Average Exercise Price per Share, Granted | $ / shares | $ 0.87 |
Number of Shares Subject to Outstanding Stock Options, Released | shares | |
Weighted Average Exercise Price per Share, Released | $ / shares | |
Number of Shares Subject to Outstanding Stock Options, Forfeited | shares | (96,493) |
Weighted Average Exercise Price per Share, Forfeited | $ / shares | $ 43.27 |
Number of Shares Subject to Outstanding Stock Options, Ending balance | shares | 72,563 |
Weighted Average Exercise Price per Share, Ending balance | $ / shares | $ 3.12 |
Restricted Stock Units [Member] | |
Schedule of Stock Option and Restricted Stock Unit Activity under its Plans [Line Items] | |
Number of Outstanding Restricted Stock Units, Beginning balance | shares | 76,916 |
Weighted Average Grant Date Fair Value per Unit, Beginning balance | $ / shares | $ 69.5 |
Number of Outstanding Restricted Stock Units, Granted | shares | 119,351 |
Weighted Average Grant Date Fair Value per Unit, Granted | $ / shares | $ 1 |
Number of Outstanding Restricted Stock Units, Released | shares | (57,077) |
Weighted Average Grant Date Fair Value per Unit, Released | $ / shares | $ 32.05 |
Number of Outstanding Restricted Stock Units, Forfeited | shares | (2,500) |
Weighted Average Grant Date Fair Value per Unit, Forfeited | $ / shares | $ 2.91 |
Number of Outstanding Restricted Stock Units, Ending balance | shares | 136,690 |
Weighted Average Grant Date Fair Value per Unit, Ending balance | $ / shares | $ 2,655 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Stock-Based Compensation Expense Recognized - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Stock-Based Compensation Expense Recognized [Line Items] | ||||
Total stock-based compensation expense | $ 1,034 | $ 1,054 | $ 2,052 | $ 2,094 |
Research and development [Member] | ||||
Schedule of Stock-Based Compensation Expense Recognized [Line Items] | ||||
Total stock-based compensation expense | 358 | 378 | 725 | 750 |
Sales and marketing [Member] | ||||
Schedule of Stock-Based Compensation Expense Recognized [Line Items] | ||||
Total stock-based compensation expense | 34 | 58 | 77 | 116 |
General, and administrative [Member] | ||||
Schedule of Stock-Based Compensation Expense Recognized [Line Items] | ||||
Total stock-based compensation expense | $ 642 | $ 618 | $ 1,250 | $ 1,228 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 06, 2022 | May 31, 2021 | Apr. 30, 2020 | Jun. 30, 2024 | Oct. 05, 2023 | Dec. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2021 | |
Sales Representative Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Agreement term | 5 years | |||||||
Agreement additional extension term | 5 years | |||||||
Cash paid | $ 500 | |||||||
Issued shares (in Shares) | 53,757 | 31,235 | 4,445 | |||||
Sales and marketing expense | $ 880 | |||||||
Fair value | $ 333 | |||||||
Bonus paid | $ 6,000 | |||||||
Restated Sales Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Equity ownership percent | 3% | |||||||
Termination Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Cash paid | $ 1,000 | |||||||
Sales and marketing expense | 2,611 | |||||||
Payment amount per month | $ 85 | |||||||
Sales percentage | 10% | |||||||
Net sales amount | $ 3,600 | |||||||
Amount paid | $ 3,600 | |||||||
Payment to company | $ 85 | $ 1,000 | ||||||
Estimated discount rate | 15.40% | |||||||
Ultimately expects to expense | $ 3,600 | |||||||
Termination Agreement [Member] | Level 3 [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Growth rates of fair value of liability | 25% | |||||||
Dissolution rate of fair value of liability | 10% | |||||||
Consulting Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Consulting fee | $ 700 | |||||||
Additional compensation payable per quarter (in Dollars per share) | $ 62.5 | |||||||
United States [Member] | Termination Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Net sales percentage | 20% |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Reconciliation of the Liability | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Schedule of Reconciliation of the Liability [Abstract] | |
Balance at beginning | $ 2,377 |
Amounts paid during 2024 | (252) |
Accretion | 185 |
Balance at ending | $ 2,310 |