Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Jun. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41364 | |
Entity Registrant Name | TENON MEDICAL, INC. | |
Entity Central Index Key | 0001560293 | |
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 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | TNON | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,236,801 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 4,677 | $ 2,917 |
Investments | 0 | 4,404 |
Accounts receivable | 64 | 76 |
Inventory | 602 | 188 |
Prepaid expenses | 82 | 87 |
Total current assets | 5,425 | 7,672 |
Fixed assets - net | 219 | 101 |
Deposits | 41 | 41 |
Operating lease right-of-use asset | 1,032 | 1,084 |
Deferred offering costs | 428 | 374 |
TOTAL ASSETS | 7,145 | 9,272 |
Current Liabilities | ||
Accounts payable | 425 | 478 |
Accrued expenses | 970 | 1,088 |
Current portion of operating lease liability | 227 | 202 |
Convertible notes payable and accrued interest; net of debt discount of $14 and $31 at March 31, 2022 and December 31, 2021, respectively | 13,118 | 12,857 |
Convertible notes payable and accrued interest due to related parties; net of debt discount of $1 and $2 at March 31, 2022 and December 31, 2021, respectively | 662 | 649 |
Total current liabilities | 15,402 | 15,274 |
Operating lease liability – net of current portion | 839 | 911 |
Total Liabilities | 16,241 | 16,185 |
Commitments and Contingencies (Notes 6 and 9) | ||
Stockholders' Deficit | ||
Common stock, $0.001 par value; 130,000,000 and 10,487,904 shares authorized at March 31, 2022 and December 31, 2021, respectively; 989,954 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 1 | 1 |
Additional paid-in capital | 282 | 113 |
Accumulated deficit | (22,928) | (20,575) |
Accumulated other comprehensive income (loss) | (91) | (91) |
Total stockholders' deficit | (22,736) | (20,552) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' DEFICIT | 7,145 | 9,272 |
Series A Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock | ||
Convertible Preferred Stock | 12,367 | 12,367 |
Series B Convertible Preferred Stock [Member] | ||
Convertible Preferred Stock | ||
Convertible Preferred Stock | $ 1,272 | $ 1,272 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt discount | $ 14 | $ 31 |
Debt discount related to related parties | $ 1 | $ 2 |
Common stock par or stated value per share | $ 0.001 | $ 0.001 |
Common stock shares authorized | 130,000,000 | 10,487,904 |
Common stock shares issued | 989,954 | 989,954 |
Common stock shares outstanding | 989,954 | 989,954 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 4,500,000 | 2,805,839 |
Temporary equity shares issued | 2,550,763 | 2,550,763 |
Temporary equity shares outstanding | 2,550,763 | 2,550,763 |
Temporary equity liquidation preference | $ 3,891 | |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 491,222 | 491,222 |
Temporary equity shares issued | 491,222 | 491,222 |
Temporary equity shares outstanding | 491,222 | 491,222 |
Temporary equity liquidation preference | $ 2,447 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 71 | $ 15 |
Cost of sales | 275 | 11 |
Gross (Loss) Profit | (204) | 4 |
Operating Expenses | ||
Research and development expenses | 562 | 87 |
Sales and marketing expenses | 276 | 4 |
General and administrative expenses | 1,037 | 102 |
Total Operating Expenses | 1,875 | 193 |
Loss from Operations | (2,079) | (189) |
Other Income (Expense) | ||
Gain on investments | 1 | 0 |
Interest expense | (274) | (11) |
Other expense | (1) | (1) |
Total Other Expense | (274) | (12) |
Net Loss | (2,353) | (201) |
Net Income (Loss) Attributable to Non-controlling Interest | (1) | |
Net Loss Attributable to Tenon Medical, Inc. | $ (2,353) | $ (200) |
Net Loss Attributable to Tenon Medical, Inc. Per Share of Common Stock | ||
Basic and diluted | $ (2.38) | $ (0.24) |
Weighted-Average Shares of Common Stock Outstanding | ||
Basic and diluted | 989,954 | 830,000 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,353) | $ (201) |
Unrealized loss on investments | 0 | 0 |
Change in foreign currency translation adjustment | 0 | 0 |
Total Comprehensive Loss | (2,353) | (201) |
Comprehensive loss attributable to non-controlling interest | 0 | (1) |
Total comprehensive loss attributable to Tenon Medical, Inc. | $ (2,353) | $ (200) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] |
Beginning Balance at Dec. 31, 2020 | $ 0 | $ 1,272 | ||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 0 | 491,222 | ||||||
Beginning Balance at Dec. 31, 2020 | $ (2,709) | $ 1 | $ 126 | $ (4,486) | $ (57) | $ 1,707 | ||
Beginning Balance (in shares) at Dec. 31, 2020 | 830,000 | |||||||
Stock-based compensation expense | 4 | 4 | ||||||
Net loss | (201) | (200) | (1) | |||||
Ending Balance at Mar. 31, 2021 | $ 0 | $ 1,272 | ||||||
Ending Balance (in shares) at Mar. 31, 2021 | 0 | 491,222 | ||||||
Ending Balance at Mar. 31, 2021 | (2,906) | $ 1 | 130 | (4,686) | (57) | 1,706 | ||
Ending Balance (in shares) at Mar. 31, 2021 | 830,000 | |||||||
Beginning Balance at Dec. 31, 2021 | $ 12,367 | $ 1,272 | ||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 2,550,763 | 491,222 | ||||||
Beginning Balance at Dec. 31, 2021 | (20,552) | $ 1 | 113 | (20,575) | (91) | 0 | ||
Beginning Balance (in shares) at Dec. 31, 2021 | 989,954 | |||||||
Stock-based compensation expense | 169 | 169 | ||||||
Net loss | (2,353) | (2,353) | ||||||
Ending Balance at Mar. 31, 2022 | $ 12,367 | $ 1,272 | ||||||
Ending Balance (in shares) at Mar. 31, 2022 | 2,550,763 | 491,222 | ||||||
Ending Balance at Mar. 31, 2022 | $ (22,736) | $ 1 | $ 282 | $ (22,928) | $ (91) | $ 0 | ||
Ending Balance (in shares) at Mar. 31, 2022 | 989,954 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,353) | $ (201) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | 274 | 11 |
Stock-based compensation expense | 169 | 4 |
Depreciation and amortization | 10 | 0 |
Amortization of operating right-of-use asset | 51 | 0 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | 11 | (9) |
Inventory | (414) | 11 |
Prepaid expenses and other assets | 5 | 0 |
Accounts payable | (51) | 41 |
Accrued expenses | (118) | (20) |
Operating lease liability | (48) | 0 |
Net cash used in operating activities | (2,464) | (162) |
Cash Flows from Investing Activities | ||
Sales of investments | 4,404 | 0 |
Purchases of property and equipment | (128) | 0 |
Net cash provided by investing activities | 4,276 | 0 |
Cash Flows from Financing Activities | ||
Deferred offering costs | (54) | (30) |
Net cash used in financing activities | (54) | (30) |
Effect of foreign currency translation on cash flow | 2 | (2) |
Net Increase (Decrease) in Cash and Cash Equivalents | 1,760 | (194) |
Cash and Cash Equivalents at Beginning of Period | 2,917 | 245 |
Cash and Cash Equivalents at End of Period | 4,677 | 51 |
Supplemental Disclosures of Cash Flow Information | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-cash investment and financing activities: | ||
Conversion of trade payable to law firm to note payable | $ 0 | $ 131 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization And Business Disclosure [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 a novel posterior approach to sacroiliac joint fusion for treatment of the most common types of sacroiliac joint disorders that cause lower back pain. The Company received U.S. Food and Drug Administration (“FDA”) clearance in 2018 for its primary product, The CATAMARAN TM Basis of consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary, Tenon Technology AG (“TTAG”), a Swiss company. TTAG was a majority-owned subsidiary until October 28, 2021, at which date the Company acquired the remaining non-controlling interest of TTAG (see Note 8). All intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | 2. Summary of Significant Accounting Principles Basis of presentation We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. As permitted under these rules and regulations, we have condensed or omitted certain financial information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements, which are included in our amended Registration Statement on Form S-1 filed with the SEC on April 20, 2022 (our “amended Registration Statement”). These condensed consolidated financial statements have been prepared on the same basis as our 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 our financial information. Our 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 financial statements of the subsidiary are prepared for the same reporting period as the parent, using consistent accounting policies in all material respects. The amount of consolidated net loss attributable to the Company and ownership interests in TTAG held by parties other than the Company are both presented on the face of the Consolidated Statements of Operations. Given that TTAG is a wholly-owned subsidiary as of March 31, 2022, this separate presentation has been discontinued for the three months then ended. Further, given that the Company purchased the non-controlling interest in TTAG as of October 28, 2021, the amount of consolidated net loss attributable to the Company and the non-controlling interest are both presented on the face of the Consolidated Statements of Operations and Comprehensive Loss. 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, 2021 and 2020 included in our Registration Statement. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020 included in our Registration Statement. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2022. 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. 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 starts the commercial launch of The CATAMARAN System. Based on the Company’s current level of expenditures, the Company believes that its existing cash and cash equivalents as of March 31, 2022 will not provide sufficient funds to enable it to meet its obligations through June 2022. On April 29, 2022, the Company closed an initial public offering of its common stock (see Note 12). The Company believes that the proceeds from the offering will provide sufficient funds to enable it to meet its obligations through for a period of at least twelve months from the date these consolidated financial statements were available to be released. 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, obsolescence of inventory, stock-based compensation and the fair value of the Company’s common stock and preferred stock. 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. Impact of COVID-19 In March 2020, the World Health Organization declared the coronavirus (“COVID-19”) outbreak to be a pandemic. During the years ended December 31, 2021 and 2020, the Company’s financial results were not significantly affected by the COVID-19 outbreak. The Company has considered all information available as of the date of issuance of these consolidated financial statements and the Company is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. The extent to which the COVID-19 outbreak affects the Company’s future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the outbreak, and current or future domestic and international actions to contain and treat it. 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 March 31, 2022 and December 31, 2021 which were excluded from the calculation because their effect was anti-dilutive. March 31, December 31, Common shares convertible from notes payable 2,118,591 2,079,510 Common shares convertible from preferred stock 1,520,996 1,520,996 Outstanding stock options 727,394 727,394 Outstanding warrants 25,000 25,000 Total 4,391,981 4,352,900 Recent Accounting Pronouncements There have been no accounting pronouncements or changes in accounting pronouncements that are significant or potentially significant to the Company. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021: Level 2 Corporate debt securities: March 31, 2022 $ — December 31, 2021 $ 4,404 Cost and fair value of available-for-sale investments as of March 31, 2022 and December 31, 2021 are as follows: Amortized Cost Unrealized Losses Fair Value Corporate debt securities: March 31, 2022 $ — $ — $ — December 31, 2021 $ 4,404 $ — $ 4,404 The following table presents fair values and gross unrealized losses recorded to accumulated other comprehensive income as of March 31, 2022 and December 31, 2021, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: Less Than 12 Months Unrealized Losses Corporate debt securities: March 31, 2022 $ — $ — December 31, 2021 $ 4,404 $ — During the three months ended March 31, 2022 and the year ended December 31, 2021, 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 year ended December 31, 2021, there was a net gain of approximately $2 included in the Company’s net loss. Accrued interest as of December 31, 2021 was approximately $18 and is included in prepaid expenses in the Company’s consolidated balance sheet. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment, net, consisted of the following: March 31, 2022 December 31,2021 Reusable Product $ 191 $ 77 IT Equipment 17 17 Lab Equipment 14 — Office Furniture 9 9 Property and equipment, gross 231 103 Less: accumulated depreciation (12 ) (2 ) Property and equipment, net $ 219 $ 101 The Company recorded depreciation expense for the three-month periods ended March 31, 2022 and 2021 of approximately $10 and $0, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: March December 31, 2021 Accrued compensation $ 752 $ 846 Accrued commissions 14 14 Other accrued expenses 204 228 Total accrued expenses $ 970 $ 1,088 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Convertible notes payable – parent company During 2015, the Company issued a $53 convertible promissory note to a consultant that, along with accrued interest at an annual rate of 8.0%, was automatically convertible upon a preferred stock financing of at least $500, at a conversion price equal to 90% of the price per share paid by the other cash purchasers in the future financing. In June 2019, the note and its accrued interest to date was replaced by a $68 convertible promissory note that, along with accrued interest at an annual rate of 8.0%, was automatically convertible upon a preferred stock financing of at least $1,000, at a conversion price equal to 90% of the price per share paid by the other cash purchasers in the future financing. The note had a maturity date of June 12, 2021. In May 2021, the note was again replaced by a $68 convertible promissory note with a maturity date of May 7, 2022 that, along with accrued interest at an annual rate of 8.0%, is automatically convertible upon an initial public offering (“IPO”) or a capital stock financing of at least $5,000. The conversion price is equal to 80% of the IPO price or $1.9565 per share in the event of a capital stock financing of at least $5,000. Since the conversion is contingent upon an event outside the Company’s control, the beneficial conversion feature will be recorded once the contingency is resolved. Accrued interest at March 31, 2022 and December 31, 2021 totaled approximately $15 and $14, respectively. During 2016, the Company issued a $118 convertible promissory note to a vendor that, along with accrued interest at an annual rate of 8.0%, was automatically convertible upon a preferred stock financing of at least $500, at a conversion price equal to 90% of the price per share paid by the other cash purchasers in the future financing. The note had a maturity date of January 1, 2019 and remained unpaid during 2019 and 2020. In April 2021, the note was replaced by a $118 convertible promissory note with a maturity date of April 30, 2022 that, along with accrued interest at an annual rate of 8.0%, is automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price is equal to 80% of the IPO price or $1.9565 per share in the event of a capital stock financing of at least $5,000. Since the conversion is contingent upon an event outside the Company’s control, the beneficial conversion feature will be recorded once the contingency is resolved. Accrued interest at March 31, 2022 and December 31, 2021 totaled approximately $59 and $56, respectively. In October 2019, the Company issued a $70 convertible promissory note to the Company’s former Chief Executive Officer that, along with accrued interest at an annual rate of 8.0%, was automatically convertible upon a preferred stock financing of at least $500, at a conversion price equal to 80% of the price per share paid by the other cash purchasers in the future financing. The note had a maturity date of October 12, 2022. In April 2021, the note was replaced by a $70 convertible promissory note with a maturity date of April 30, 2022 that, along with accrued interest at an annual rate of 8.0%, is automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price is equal to 70% of the IPO price or $1.9565 per share in the event of a capital stock financing of at least $5,000. Since the conversion is contingent upon an event outside the Company’s control, the beneficial conversion feature will be recorded once the contingency is resolved. Accrued interest at March 31, 2022 and December 31, 2021 totaled approximately $14 and $12, respectively. In October 2019, the Company issued a $50 convertible promissory note to an investor that, along with accrued interest at an annual rate of 8.0%, was automatically convertible upon a preferred stock financing of at least $500, at a conversion price equal to 80% of the price per share paid by the other cash purchasers in the future financing. The note had a maturity date of October 21, 2022. In May 2021, the note was replaced by a $50 convertible promissory note with a maturity date of May 3, 2022 that, along with accrued interest at an annual rate of 8.0%, is automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price is equal to 70% of the IPO price or $1.9565 per share in the event of a capital stock financing of at least $5,000. Since the conversion is contingent upon an event outside the Company’s control, the beneficial conversion feature will be recorded once the contingency is resolved. Accrued interest at March 31, 2022 and December 31, 2021 totaled approximately $10 and $9, respectively. In November 2020, the Company issued a $200 convertible promissory note to the same investor that, along with accrued interest at an annual rate of 8.0%, was automatically convertible upon a preferred stock financing of at least $2,000, at a conversion price equal to 80% of the price per share paid by the other cash purchasers in the future financing. The note had a maturity date of November 16, 2022. In May 2021, the note was replaced by a $200 convertible promissory note with a maturity date of May 3, 2022 that, along with accrued interest at an annual rate of 8.0%, is automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price is equal to 70% of the IPO price or 70% of the price per share paid by the other cash purchasers in the future financing. Since the conversion is contingent upon an event outside the Company’s control, the beneficial conversion feature will be recorded once the contingency is resolved. Accrued interest at March 31, 2022 and December 31, 2021was approximately $22 and $18, respectively. In January 2021, the Company issued a promissory note of $131 to a law firm. The note bore interest at 3.0% per annum and had a maturity date of the earlier of July 27, 2021, the closing of a debt or equity financing, or the closing of a change in control transaction. The interest rate was to increase to 5.0% if all principal and interest had not been paid by the maturity date. The Company repaid this note and accrued interest in May 2021. In April 2021, the Company issued two convertible promissory notes of $40 and $170 to the vendor described in the second paragraph above that, along with accrued interest at an annual rate of 8.0%, are automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price is equal to 70% of the IPO price or 70% of the price per share paid by the other cash purchasers in the future financing. Since the conversion is contingent upon an event outside the Company’s control, the beneficial conversion feature will be recorded once the contingency is resolved. Accrued interest at March 31, 2022 and December 31, 2021 totaled approximately $15 and $11, respectively. From May through July 2021, in multiple rounds of closings the Company issued convertible promissory notes to multiple investors for aggregate proceeds of approximately $12,177, with maturity dates twelve months from the issuance dates. Of this amount, $620 of notes were issued to related officers, directors, and their family members, and a $50 note was issued to the Chief Executive Officer of the Representative described in Note 9. The notes, along with accrued interest at an annual rate of 8.0%, are automatically convertible upon an IPO, a capital stock financing of at least $5,000, or a change of control transaction. The conversion price upon an IPO or a capital stock financing is equal to the lesser of 70% of the price per share paid by the other cash purchasers, or the price per share at a Company valuation of $22,500. Upon a change of control, noteholders will receive the greater of a 100% premium on the outstanding principal, plus accrued interest, or the conversion of the principal and accrued interest into common stock at a Company valuation of $22,500. Since the conversion is contingent upon an event outside the Company’s control, the beneficial conversion feature will be recorded once the contingency is resolved. The Company recorded debt issuance costs of approximately $71 as a discount on the convertible notes payable balance. As of March 31, 2022, there was a remaining unamortized discount of approximately $15. Accrued interest at March 31, 2022 and December 31, 2021 was approximately $767 and $527, respectively. Principal and interest payments on the convertible notes payable are due as follows: 2022 $ 12,893 Accrued interest 902 Total principal and interest $ 13,795 Convertible notes payable – subsidiary In June 2021, the Company’s subsidiary issued a convertible promissory note for approximately $107 to TTAG’s minority shareholder. This note, along with accrued interest at an annual rate of 8.0%, could be applied to future TTAG capital increases. The Company purchased this note and accrued interest of approximately $114 in October 2021 from TTAG’s minority shareholder. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases In June 2021, the Company entered into a facility lease agreement for its company headquarters in Los Gatos, California. This non-cancelable 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 in accordance with guidance detailed in the new standard and performed the lease classification test as of the lease commencement date. ROU 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 ROU 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 during the three months ended March 31, 2022 were approximately $135, and were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Supplemental balance sheet information related to leases was as follows: March 31, December 31, 2022 2021 Operating lease right-of-use assets $ 1,032 $ 1,084 Operating lease liability, current $ (227 ) $ (202) Operating lease liability, noncurrent (839 ) (911) Total operating lease liabilities $ (1,066 ) $ (1,113) Future maturities of operating lease liabilities as of March 31, 2022 were as follows: 2022 $ 286 2023 295 2024 303 2025 313 2026 66 Total lease payments 1,263 Less: imputed interest (197 ) Present value of operating lease liabilities $ 1,066 Other information: Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2022 $ 70 Remaining lease term - operating leases (in years) 4.25 Average discount rate - operating leases 8.0 % |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity The Amended and Restated Certificate of Incorporation dated February 18, 2014 authorized the issuance of 3,937,550 2,099,525 0.001 Preferred Stock On October 28, 2021, the Company entered into an Agreement (the “Exchange Agreement”) with TTAG’s minority shareholder. Pursuant to the Exchange Agreement, TTAG’s minority shareholder agreed to exchange 574,033 shares of Series A Convertible Preferred Stock issued by TTAG, representing its entire ownership interest in TTAG, for the Company’s Series A Preferred Stock, representing a 24% ownership interest in the Company’s fully-diluted capital, which includes the pro forma conversion of all outstanding convertible preferred stock and promissory notes, options, and warrants. Pursuant to the terms of the Exchange Agreement, the Company has issued TTAG’s minority shareholder 2,550,763 shares of Series A Preferred Stock. These shares are subject to anti-dilution protection that maintains TTAG’s minority shareholder’s 24% ownership interest in the Company, excluding any shares issued by the Company in an initial public offering or a qualified offering of at least $5,000 at a per share price of at least $3.3737. The anti-dilution protection terminates upon the earlier of (i) the closing of an initial public offering; (ii) the conversion of the $12,177 convertible promissory notes described in Note 6; (iii) the repayment of the $12,177 convertible promissory notes described in Note 6, in the case of a change in control of the Company; or (iv) the liquidation of the Company. In accordance with ASC 810-10-45-23, the Company did not recognize any gain or loss in the consolidated statements of operations and comprehensive loss in conjunction with the Exchange Agreement. The carrying value of the non-controlling interest in TTAG was reduced to zero, and the value of the Company’s investment in TTAG increased accordingly. The shares of Series A Preferred Stock issued were recorded at fair value. The difference between the increase in the Company’s investment and the fair value of the Series A Preferred Stock issued was recorded as a decrease in Additional Paid in Capital (“APIC”). The resulting negative APIC was then reclassified to accumulated deficit. In a series of closings from 2012 through 2015, the Company issued an aggregate of 491,222 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) at $2.795 per share for proceeds of $1,272, net of stock issuance costs. The Company classifies the convertible preferred stock outside of total stockholders’ deficit because, in the event of certain deemed liquidation events that are not solely within the control of the Company, the shares would become redeemable at the option of the holders. The Company did not adjust the carrying values of the convertible preferred stock to the deemed liquidation values of such shares since a liquidation event was not probable of occurring at March 31, 2022. Subsequent adjustments to increase or decrease the carrying values to the ultimate liquidation values will be made only if, and when, it becomes probable that such a liquidation event will occur. Conversion At the option of the holder, shares of Series A and Series B Preferred Stock are convertible into common stock at a conversion rate of one-to-0.5, subject to adjustments for stock dividends, splits, combinations, and similar events. Automatic conversion will occur in the event of a firmly underwritten public offering of common stock of the Company at a price of at least $4.00 per share, subject to appropriate adjustments for stock dividends, splits, combinations, and similar events, and with total gross proceeds to the Company of at least $15,000, before deduction of underwriters’ commissions and expenses. Redemption The shares of the Series A and Series B Preferred Stock are redeemable only upon acquisition or liquidation of the Company. Liquidation preference With respect to any distributions in connection with a liquidation, dissolution or winding up of the Company, or in connection with the sale of voting control of all or substantially all of the assets of the Company, by way of merger, acquisition, consolidation or similar transaction, prior to any distribution to common stockholders, the holders of Series A and Series B Preferred Stock are entitled to receive $1.526 and $4.981 per share, respectively, plus any declared but unpaid dividends, adjusted to reflect any dividends previously paid. If, upon the occurrence of such event, the assets and funds distributed among the holders of Series A and Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full liquidation preference amounts, the entire assets and funds of the Company legally available shall be distributed ratably among the preferred stockholders in proportion to the preferential amount to which each holder is entitled. After payment of the liquidation preferences, the holders of common stock are entitled to receive the remaining assets of the Company available for distribution to its stockholders pro rata based on the number of shares of common stock held by each holder. Voting rights The holders of vested shares of common stock shall be entitled to vote on any matter submitted to a vote of the stockholders and each such holder shall be entitled to one vote per share of common stock held. The holders of Series A and Series B Preferred Stock shall be 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 shall be 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 have 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 The Company adopted the fair value recognition provisions in accordance with authoritative guidance related to equity-based payments. Compensation expense in 2022 and 2021 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, consistent with authoritative guidance. A summary of the Company’s share option activity is as follows: Number of Weighted Intrinsic Options outstanding at December 31, 2021 727,394 $ 5.32 $ 2,882 Granted — $ — Forfeited — $ — Options outstanding at March 31, 2022 727,394 $ 5.32 $ 2,882 Options vested and exercisable at March 31, 2022 282,060 $ 4.24 $ 1,419 The following table sets forth stock-based compensation expense recognized for the three months ended March 31, 2022 and 2021: Three months ended March 31, 2022 2021 Research and development $ 29 $ — Sales and marketing 12 4 General, and administrative 128 - Total stock-based compensation expense $ 169 $ 4 As of March 31, 2022, there was approximately $1,309 of total unrecognized compensation expense related to unvested stock-based compensation arrangements granted under the Plan. The cost is expected to be recognized over a weighted-average period of 2.17 years. There were no option grants during the three-month period ended March 31, 2022. There were 10,122 stock option shares available to be issued at March 31, 2022. Warrants During 2020, the Company issued warrants to purchase 25,000 shares of common stock to a consultant. The warrants, which are equity-classified, are immediately exercisable at an exercise price of $5.20 per share. The fair value of the warrants on the grant date was $2.30 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 51.88%; dividend yield of 0%, and risk-free interest rate of 0.30%. The Company recorded deferred offering costs of approximately $58 associated with these warrants during 2020. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. 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 CATAMARANTM System in the United States and Puerto Rico. The agreement is for an initial period of In June 2021, the Company issued a $50 convertible note payable to the Chief Executive Officer of the Representative, as part of the convertible debt offering described in Note 6. Litigation In the normal course of business, the Company may possibly be named as a defendant in various lawsuits. On September 2, 2021, Khalid Mentak, a former director and Chief Executive Officer of the Company filed an arbitration claim with the American Arbitration Association (“AAA”) against the Company, asserting damages in excess of $3,000, plus attorneys’ fees and other costs, for alleged unpaid wages, defamation, and other claims. The Company maintains that any such claim has an upper limit of $600 because the services provided by Mr. Mentak are governed by a Consulting Agreement between the Company and Key Medical, Inc (“Key Medical”), a company which Mr. Mentak served as Chief Executive Officer. The AAA proceeding was also initiated pursuant to the arbitration provision in the Consulting Agreement. The parties have selected an arbitrator and the Company filed a motion to dismiss the proceeding as currently pled because the proper parties should be Key Medical and the Company, and not Mr. Mentak as an individual. The arbitrator ruled that Mr. Mentak was the real-party-in-interest and denied the motion, without prejudice to any arguments on the merits of the underlying claims. On March 1, 2022, Mr. Mentak filed a more detailed Statement of Claims, which the Company responded to on March 16, 2022. The Company also filed a cross-complaint for declaratory relief seeking to establish its rights and obligations under the Consulting Agreement with respect to the claimant and Key Medical, which was formally named a defendant in the cross complaint. The claimant has objected to the cross-complaint as unnecessary, and the objection is under submission. The arbitration hearing has been set for the week of November 14, 2022, and the parties are engaging in pre-hearing matters. There have been some overtures toward resolution, but the parties have not bridged their differences. While the Company is unable to provide any assurances as to the ultimate outcome of this matter, it believes the claim for additional compensation is without merit and intends to vigorously defend against it. The Company is currently unable to estimate the costs of the arbitration, including any potential damages if the other party were to prevail on its claim. As of March 31, 2022 and December 31, 2021, approximately $600 owed to this party was included in accrued expenses in respect of these services. No additional amounts relating to this matter have been recorded in the consolidated financial statements as of the date these consolidated financial statements were available for issuance. See Note 12. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 10. Concentrations 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 March 31, 2022 and December 31, 2021, approximately $25 and $21, 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions During 2018 through 2020, the Company’s subsidiary issued convertible promissory notes to TTAG’s minority shareholder. In November 2020, these notes payable and accrued interest were converted into TTAG shares. In June 2021, the Company’s subsidiary issued a convertible promissory note for approximately $107 to TTAG’s minority shareholder. The Company purchased this note and accrued interest of $114 in October 2021 from TTAG’s minority shareholder. See Note 6. The Company had a consulting agreement with a company owned by the former Chief Executive Officer of the Company. Under this consulting agreement, the Chief Executive Officer was to provide services from 2015 through June 1, 2021. Total payments under the consulting agreement of $600 are to be paid as follows: (a) $300 paid upon closing of financing round of at least $5,000, followed by twelve monthly payments of $25 per month; (b) $300 paid upon achieving at least $3,000 of annual revenue and a financing round of less than $5,000; or (c) the entire $600 payable immediately upon an acquisition of the Company. During the three months ended March 31, 2022 and March 31, 2021, the Company recorded consulting expense of $25 and $0, respectively, related to this agreement. As of March 31, 2022 and December 31, 2021, approximately $600 owed to this party was included in accrued expenses with respect of these services. The former Chief Executive Officer has filed for arbitration against the Company for claims under this consulting agreement. See Note 9. During 2021, the Company issued convertible promissory notes totaling $620 to officers, directors, and their family members. See Note 6. In addition, a note was issued to the Chief Executive Officer of the Representative described in Note 9. On October 28, 2021, the Company entered into an agreement with TTAG’s minority shareholder. See Note 8. Pursuant to the terms of the Exchange Agreement, the Company purchased the convertible note and accrued interest between TTAG and Zuhlke Ventures AG (“ZVAG”), TTAG’s minority shareholder, in the amount of approximately $114. On December 31, 2021, the Company and TTAG entered into the IP Sale and Purchase Agreement, whereby TTAG transferred certain patents and trademarks to the Company. In connection with this transfer, the Company issued an unsecured promissory note to TTAG in the amount of $818 which eliminates in consolidation. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events 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 to be deemed 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. On April 6, 2022, we effected a 1:2 reverse stock split (the “Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate Incorporation, as amended, with the Delaware Secretary of State. The Reverse Stock Split combined every two shares of our common stock issued and outstanding immediately prior to effecting the Reverse Stock Split into one share of common stock. Similarly, shares of Series A and Series B Preferred Stock are 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 Reverse Stock Split. All historical 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 our common stock were not affected by the Reverse Stock Split. On April 26, 2022, the following events occurred: • The Registration Statement relating to the IPO was declared effective by the SEC. The IPO consisted of 3,200,000 shares of common stock, par value $0.001 per share at a public offering price of $5.00 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 96,000 shares of the Company’s common stock. 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 following events occurred: • The IPO closed, and the Company received approximately $14,617,400 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 and as required under the terms of the convertible notes payable described in Note 6, the Company converted the entirety of the related outstanding principal and accrued interest to 3,955,415 shares of the Company’s common stock at the conversion price detailed in Note 6 and issued the common stock to the noteholders, fully satisfying the Company’s obligations. • As result of the completion of the IPO, the Company converted all shares of Series A and Series B Preferred Stock to 2,693,342 shares of the Company’s common stock at the conversion rate detailed in Note 8 and issued the common stock to the preferred stockholders, fully satisfying the Company’s obligations. This includes 1,172,346 shares issued to TTAG’s minority shareholder in accordance with the anti-dilution protection provisions of the Exchange Agreement. See Note 8. • 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 312,351 shares of the Company’s common stock to the Representative, fully satisfying the Company’s obligations. • As a result of the completion of the IPO, the Company issued 85,739 shares of its common stock to a consultant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. As permitted under these rules and regulations, we have condensed or omitted certain financial information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements, which are included in our amended Registration Statement on Form S-1 filed with the SEC on April 20, 2022 (our “amended Registration Statement”). These condensed consolidated financial statements have been prepared on the same basis as our 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 our financial information. Our 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 financial statements of the subsidiary are prepared for the same reporting period as the parent, using consistent accounting policies in all material respects. The amount of consolidated net loss attributable to the Company and ownership interests in TTAG held by parties other than the Company are both presented on the face of the Consolidated Statements of Operations. Given that TTAG is a wholly-owned subsidiary as of March 31, 2022, this separate presentation has been discontinued for the three months then ended. Further, given that the Company purchased the non-controlling interest in TTAG as of October 28, 2021, the amount of consolidated net loss attributable to the Company and the non-controlling interest are both presented on the face of the Consolidated Statements of Operations and Comprehensive Loss. 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, 2021 and 2020 included in our Registration Statement. The Company’s significant accounting policies are disclosed in the audited consolidated financial statements as of and for the years ended December 31, 2021 and 2020 included in our Registration Statement. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2022. |
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. 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 starts the commercial launch of The CATAMARAN System. Based on the Company’s current level of expenditures, the Company believes that its existing cash and cash equivalents as of March 31, 2022 will not provide sufficient funds to enable it to meet its obligations through June 2022. On April 29, 2022, the Company closed an initial public offering of its common stock (see Note 12). The Company believes that the proceeds from the offering will provide sufficient funds to enable it to meet its obligations through for a period of at least twelve months from the date these consolidated financial statements were available to be released. |
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, obsolescence of inventory, stock-based compensation and the fair value of the Company’s common stock and preferred stock. |
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. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization declared the coronavirus (“COVID-19”) outbreak to be a pandemic. During the years ended December 31, 2021 and 2020, the Company’s financial results were not significantly affected by the COVID-19 outbreak. The Company has considered all information available as of the date of issuance of these consolidated financial statements and the Company is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. The extent to which the COVID-19 outbreak affects the Company’s future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the outbreak, and current or future domestic and international actions to contain and treat it. |
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 March 31, 2022 and December 31, 2021 which were excluded from the calculation because their effect was anti-dilutive. March 31, December 31, Common shares convertible from notes payable 2,118,591 2,079,510 Common shares convertible from preferred stock 1,520,996 1,520,996 Outstanding stock options 727,394 727,394 Outstanding warrants 25,000 25,000 Total 4,391,981 4,352,900 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have been no accounting pronouncements or changes in accounting pronouncements that are significant or potentially significant to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Principles (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Securities Excluded Due To Anti Dilutive Effect | The Company had the following dilutive common stock equivalents as of March 31, 2022 and December 31, 2021 which were excluded from the calculation because their effect was anti-dilutive. March 31, December 31, Common shares convertible from notes payable 2,118,591 2,079,510 Common shares convertible from preferred stock 1,520,996 1,520,996 Outstanding stock options 727,394 727,394 Outstanding warrants 25,000 25,000 Total 4,391,981 4,352,900 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021: Level 2 Corporate debt securities: March 31, 2022 $ — December 31, 2021 $ 4,404 |
Schedule of Cost And Fair Value of Available For Sale Investments | Cost and fair value of available-for-sale investments as of March 31, 2022 and December 31, 2021 are as follows: Amortized Cost Unrealized Losses Fair Value Corporate debt securities: March 31, 2022 $ — $ — $ — December 31, 2021 $ 4,404 $ — $ 4,404 |
Schedule of Securities With Continuous Unrealized Loss Position | The following table presents fair values and gross unrealized losses recorded to accumulated other comprehensive income as of March 31, 2022 and December 31, 2021, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: Less Than 12 Months Unrealized Losses Corporate debt securities: March 31, 2022 $ — $ — December 31, 2021 $ 4,404 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property Plant and Equipment Net | Property and equipment, net, consisted of the following: March 31, 2022 December 31,2021 Reusable Product $ 191 $ 77 IT Equipment 17 17 Lab Equipment 14 — Office Furniture 9 9 Property and equipment, gross 231 103 Less: accumulated depreciation (12 ) (2 ) Property and equipment, net $ 219 $ 101 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: March December 31, 2021 Accrued compensation $ 752 $ 846 Accrued commissions 14 14 Other accrued expenses 204 228 Total accrued expenses $ 970 $ 1,088 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Principal And Interest Payments Due On The Convertible Notes Payable | Principal and interest payments on the convertible notes payable are due as follows: 2022 $ 12,893 Accrued interest 902 Total principal and interest $ 13,795 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Supplemental Balance Sheet Information Related To Leases | Supplemental balance sheet information related to leases was as follows: March 31, December 31, 2022 2021 Operating lease right-of-use assets $ 1,032 $ 1,084 Operating lease liability, current $ (227 ) $ (202) Operating lease liability, noncurrent (839 ) (911) Total operating lease liabilities $ (1,066 ) $ (1,113) |
Summary of Future Maturities of Operating Lease Liabilities | Future maturities of operating lease liabilities as of March 31, 2022 were as follows: 2022 $ 286 2023 295 2024 303 2025 313 2026 66 Total lease payments 1,263 Less: imputed interest (197 ) Present value of operating lease liabilities $ 1,066 Other information: Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2022 $ 70 Remaining lease term - operating leases (in years) 4.25 Average discount rate - operating leases 8.0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Share Based Compensation Arrangements By Share Based Payment Award | A summary of the Company’s share option activity is as follows: Number of Weighted Intrinsic Options outstanding at December 31, 2021 727,394 $ 5.32 $ 2,882 Granted — $ — Forfeited — $ — Options outstanding at March 31, 2022 727,394 $ 5.32 $ 2,882 Options vested and exercisable at March 31, 2022 282,060 $ 4.24 $ 1,419 |
Summary of Employee Service Share Based Compensation Allocation of Recognized Period Costs | The following table sets forth stock-based compensation expense recognized for the three months ended March 31, 2022 and 2021: Three months ended March 31, 2022 2021 Research and development $ 29 $ — Sales and marketing 12 4 General, and administrative 128 - Total stock-based compensation expense $ 169 $ 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Principles - Schedule of Securities Excluded Due To Anti Dilutive Effect (Detail) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,391,981 | 4,352,900 |
Common shares convertible from notes payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,118,591 | 2,079,510 |
Common shares convertible from preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,520,996 | 1,520,996 |
Outstanding stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 727,394 | 727,394 |
Outstanding warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 25,000 | 25,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Principles - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Percentage of valuation allowance in deferred tax assets | 100.00% |
Investments - Schedule of Inves
Investments - Schedule of Investments At Fair Value in Fair Value Hierarchy Level (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | $ 0 | $ 4,404 |
Investments - Schedule of Cost
Investments - Schedule of Cost And Fair Value of Available For Sale Investments (Detail) - Corporate Debt Securities [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 0 | $ 4,404 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 0 | $ 4,404 |
Investments - Schedule of Secur
Investments - Schedule of Securities With Continuous Unrealized Loss Position (Detail) - Corporate Debt Securities [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Less Than 12 Months | $ 0 | $ 4,404 |
Unrealized Losses | $ 0 | $ 0 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Other than temporary impairment losses | $ 0 | $ 0 | $ 0 |
Net gain on investments | $ 1 | $ 0 | 2 |
Prepaid Expenses and Other Current Assets [Member] | |||
Accrued interest | $ 18 |
Property and Equipment - Summar
Property and Equipment - Summary of Property Plant and Equipment Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 231 | $ 103 |
Less: accumulated depreciation | (12) | (2) |
Property and equipment, net | 219 | 101 |
Reusable Product [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 191 | 77 |
IT Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17 | 17 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14 | 0 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9 | $ 9 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 10 | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 752 | $ 846 |
Accrued commissions | 14 | 14 |
Other accrued expenses | 204 | 228 |
Total accrued expenses | $ 970 | $ 1,088 |
Debt - Schedule of Principal An
Debt - Schedule of Principal And Interest Payments Due On The Convertible Notes Payable (Detail) - Convertible Notes Payable [Member] $ in Thousands | Mar. 31, 2022USD ($) |
Short Term Debt By Maturity [Line Items] | |
2022 | $ 12,893 |
Accrued interest | 902 |
Total principal and interest | $ 13,795 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Oct. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2016 | May 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Oct. 28, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2015 |
Convertible Promissory Notes [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 620 | |||||||||||||
Convertible Promissory Notes [Member] | Consultant [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 68 | $ 68 | $ 68 | $ 53 | ||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 90.00% | 90.00% | ||||||||||||
Maturity date | May 7, 2022 | Jun. 12, 2021 | ||||||||||||
Debt Conversion Convertible Automatically Upon The Minimum Amount Of Initial Public Offering Or Capital Stock Financing | $ 5,000 | $ 5,000 | ||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 80.00% | 80.00% | ||||||||||||
Debt instrument conversion price per share | $ 1.9565 | $ 1.9565 | ||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | $ 5,000 | ||||||||||||
Accrued Interest | 14 | $ 15 | ||||||||||||
Minimum Threshold Amount Of Preferred Stock Financing Required For Conversion Of Convertible Debt | $ 1,000 | $ 500 | ||||||||||||
Convertible Promissory Notes [Member] | Entity Minority Shareholder [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 107 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Debt instrument convertible note and accrued interest | $ 114 | |||||||||||||
Convertible Promissory Notes [Member] | Vendor [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 118 | $ 118 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 90.00% | |||||||||||||
Maturity date | Apr. 30, 2022 | Jan. 1, 2019 | ||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 80.00% | |||||||||||||
Debt instrument conversion price per share | $ 1.9565 | |||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | |||||||||||||
Accrued Interest | 56 | 59 | ||||||||||||
Minimum Threshold Amount Of Preferred Stock Financing Required For Conversion Of Convertible Debt | $ 500 | |||||||||||||
Convertible Promissory Notes [Member] | Chief Executive Officer [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 70 | $ 70 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 80.00% | |||||||||||||
Maturity date | Apr. 30, 2022 | Oct. 12, 2022 | ||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 70.00% | |||||||||||||
Debt instrument conversion price per share | $ 1.9565 | |||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | |||||||||||||
Accrued Interest | 12 | 14 | ||||||||||||
Minimum Threshold Amount Of Preferred Stock Financing Required For Conversion Of Convertible Debt | $ 500 | |||||||||||||
Convertible Promissory Notes [Member] | Investor [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 50 | $ 50 | $ 50 | |||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | |||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 80.00% | |||||||||||||
Maturity date | May 3, 2022 | Oct. 21, 2022 | ||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 70.00% | 70.00% | ||||||||||||
Debt instrument conversion price per share | $ 1.9565 | $ 1.9565 | ||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | $ 5,000 | ||||||||||||
Accrued Interest | 9 | 10 | ||||||||||||
Minimum Threshold Amount Of Preferred Stock Financing Required For Conversion Of Convertible Debt | $ 500 | |||||||||||||
Convertible Promissory Notes [Member] | Investor One [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 200 | $ 200 | $ 200 | |||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | |||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 80.00% | |||||||||||||
Maturity date | May 3, 2022 | Nov. 16, 2022 | ||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 70.00% | 70.00% | ||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | $ 5,000 | ||||||||||||
Accrued Interest | 18 | 22 | ||||||||||||
Minimum Threshold Amount Of Preferred Stock Financing Required For Conversion Of Convertible Debt | $ 2,000 | |||||||||||||
Convertible Promissory Notes [Member] | Officers, Directors, and their Family [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 620 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 70.00% | |||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | |||||||||||||
Accrued Interest | 527 | 767 | ||||||||||||
Valuation amount | 22,500 | |||||||||||||
Debt issuance costs | $ 71 | |||||||||||||
Unamortized discount | 15 | |||||||||||||
Percentage Of Premium ON The Outstanding Principal Plus Accrued Interest Will Receive BY Noteholders Upon Change Of Control | 100.00% | |||||||||||||
Debt Instrument Conversion Of The Principal And Accrued Interest Into Common Stock At A Valuation Amount Upon Change Of Control | $ 22,500 | |||||||||||||
Convertible Promissory Notes [Member] | Chief Executive Officer of the Representative [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 50 | |||||||||||||
Promissory Notes [Member] | Law Firm [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 131 | |||||||||||||
Interest rate | 3.00% | |||||||||||||
Maturity date | Jul. 27, 2021 | |||||||||||||
Percentage Of Increase IN Interest Rate If Principal And Interest Not Been Paid By Maturity Date | 5.00% | |||||||||||||
Convertible Promissory Notes One [Member] | Vendor [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | 40 | |||||||||||||
Convertible Promissory Notes Two [Member] | Vendor [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Debt instrument principal amount | $ 170 | |||||||||||||
Convertible Promissory Notes One and Two [Member] | Vendor [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Interest rate | 8.00% | |||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 70.00% | |||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 70.00% | |||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | |||||||||||||
Accrued Interest | $ 11 | $ 15 | ||||||||||||
Convertible Promissory Notes One and Two [Member] | Multiple Investors [Member] | ||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 12,177 |
Leases - Summary of Supplement
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee Disclosure [Abstract] | ||
Operating lease right-of-use assets | $ 1,032 | $ 1,084 |
Operating lease liability, current | (227) | (202) |
Operating lease liability, noncurrent | (839) | (911) |
Total operating lease liabilities | $ (1,066) | $ (1,113) |
Leases - Summary of Future Matu
Leases - Summary of Future Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | ||
2022 | $ 286 | |
2023 | 295 | |
2024 | 303 | |
2025 | 313 | |
2026 | 66 | |
Total lease payments | 1,263 | |
Less: imputed interest | (197) | |
Present value of operating lease liabilities | 1,066 | $ 1,113 |
Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2022 | $ 70 | |
Remaining lease term - operating leases (in years) | 4 years 3 months | |
Average discount rate - operating leases | 8.00% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Jun. 30, 2021 | Mar. 31, 2022 | |
Lessee, Operating lease, Expiration, Month and Year | 2026-06 | |
General and Administrative Expense [Member] | ||
Operating lease costs | $ 135 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Oct. 28, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2020USD ($)yr$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Feb. 28, 2022shares | Dec. 31, 2021$ / sharesshares | Oct. 31, 2021shares | Aug. 31, 2021shares | Jul. 31, 2021shares | Apr. 30, 2021shares | Feb. 18, 2014$ / sharesshares |
Common stock, Shares authorized | 130,000,000 | 130,000,000 | 10,487,904 | 10,487,904 | 7,000,000 | 3,937,550 | |||||
Common stock, Par or stated value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, Voting rights | one vote | ||||||||||
Share based compensation by share based award options unrecognized compensation | $ | $ 1,309 | ||||||||||
Share based compensation by share based award options unrecognized remaining period for recognition | 2 years 2 months 1 day | ||||||||||
Share based compensation by share based award options grants in period gross | 0 | ||||||||||
Share based compensation by share based payment award number of shares available for grant | 10,122 | ||||||||||
Common Stock Warrants [Member] | Consultant [Member] | |||||||||||
Class of warrant or right, number of common stock called by warrants or rights | 25,000 | ||||||||||
Class of warrants or rights exercise price | $ / shares | $ 5.2 | ||||||||||
Class of warrants of rights grant date fair value of warrants | $ / shares | $ 2.3 | ||||||||||
Deferred costs associated with warrants | $ | $ 58 | ||||||||||
Common Stock Warrants [Member] | Consultant [Member] | Measurement Input, Expected Term [Member] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | yr | 5 | ||||||||||
Common Stock Warrants [Member] | Consultant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 51.88 | ||||||||||
Common Stock Warrants [Member] | Consultant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||
Common Stock Warrants [Member] | Consultant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.3 | ||||||||||
Two Thousand And Twelve Plan [Member] | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 737,516 | 662,516 | |||||||||
Employee Stock Option [Member] | Two Thousand And Twelve Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||
Minimum [Member] | Two Thousand And Twelve Plan [Member] | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 737,516 | ||||||||||
Minimum [Member] | Employee Stock Option [Member] | Two Thousand And Twelve Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||
Maximum [Member] | Two Thousand And Twelve Plan [Member] | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 799,266 | ||||||||||
Maximum [Member] | Employee Stock Option [Member] | Two Thousand And Twelve Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||
Common Stock [Member] | Event Triggering Automatic Conversion [Member] | |||||||||||
Minimum price per share at which shares are issued under firmly underwritten public offering | $ / shares | $ 4 | ||||||||||
Minimum gross proceeds from firmly underwritten public offering | $ | $ 15,000 | ||||||||||
TTAG [Member] | |||||||||||
Carrying value of the non controlling interest | $ | 0 | ||||||||||
Events Determining Anti Dilution Protection Termination [Member] | Conversion Of Convertible Promissory Notes [Member] | |||||||||||
Debt conversion, Original debt, Amount | $ | $ 12,177 | ||||||||||
Repayments of convertible debt | $ | $ 12,177 | ||||||||||
Shares Subject To Anti Dilution Protection [Member] | |||||||||||
Ownership Percentage | 24.00% | ||||||||||
Minimum threshold amount of shares issued in an initial public offering or a qualified offering that were excluded | $ | $ 5,000 | ||||||||||
Minimum threshold price per share of shares issued in an initial public offering or a qualified offering that were excluded | $ / shares | $ 3.3737 | ||||||||||
Exchange Agreement [Member] | |||||||||||
Gain loss on agreement | $ | $ 0 | ||||||||||
Convertible Preferred Stock [Member] | |||||||||||
Temporary equity, Shares authorized | 20,000,000 | 3,297,061 | 2,460,802 | 2,099,525 | |||||||
Temporary equity, Par or stated value per share | $ / shares | $ 0.001 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Temporary equity, Shares authorized | 4,500,000 | 2,805,839 | 1,798,905 | ||||||||
Temporary equity, Par or stated value per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Temporary equity, Liquidation preference per share | $ / shares | $ 1.526 | ||||||||||
Series A Convertible Preferred Stock [Member] | Exchange Agreement [Member] | Shares Converted By TTAG s Minority Shareholder For Company Shares [Member] | |||||||||||
Conversion of stock, Shares converted | 574,033 | ||||||||||
Ownership Percentage | 24.00% | ||||||||||
Conversion of stock, Shares issued | 2,550,763 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Temporary equity, Shares authorized | 491,222 | 491,222 | |||||||||
Temporary equity, Par or stated value per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Stock issued during period, Shares, New issues | 491,222 | ||||||||||
Shares issued, Price per share | $ / shares | $ 2.795 | ||||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 1,272 | ||||||||||
Temporary equity, Liquidation preference per share | $ / shares | $ 4.981 | ||||||||||
Series A Series B Convertible Preferred Stock [Member] | |||||||||||
Conversion ratio | 0.5 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Share Based Compensation Arrangements By Share Based Payment Award (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Number of Shares Outstanding (Beginning Balance) | shares | 727,394 |
Number of Shares Granted | shares | 0 |
Number of Shares Forfeited | shares | 0 |
Number of Shares Outstanding (Ending Balance) | shares | 727,394 |
Number of Shares Options Vested and Exercisable | shares | 282,060 |
Weighted Average Exercise Price Per Share Outstanding (Beginning Balance) | $ 5.32 |
Weighted Average Exercise Price Per Share Granted | 0 |
Weighted Average Exercise Price Per Share Forfeited | 0 |
Weighted Average Exercise Price Per Share Outstanding (Ending Balance) | 5.32 |
Weighted Average Exercise Price Per Share Options Vested and Exercisable | $ 4.24 |
Intrinsic Value Outstanding (Beginning Balance) | $ | $ 2,882 |
Intrinsic Value Granted | |
Intrinsic Value Forfeited | $ | |
Intrinsic Value Outstanding (Ending Balance) | $ | 2,882 |
Intrinsic Value Options Vested and Exercisable | $ | $ 1,419 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 169 | $ 4 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | 29 | 0 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | 12 | 4 |
General, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 128 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 02, 2021 | Oct. 31, 2021 | May 31, 2021 | Apr. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 |
Other Commitments [Line Items] | ||||||||
Sales and marketing expense | $ 276 | $ 4 | ||||||
Representative [Member] | Convertible Notes Payable [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Debt instrument principal amount | $ 50 | |||||||
Khalid Mentak [Member] | Arbitration Claim [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Loss Contingency, Damages Sought, Value | $ 3,000 | |||||||
Loss Contingency, Estimate of Possible Loss | $ 600 | |||||||
Due to Related Parties | $ 600 | $ 600 | ||||||
Sales Representative Agreement [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Agreement term | 5 years | |||||||
Agreement additional extension term | 5 years | |||||||
Amended and Restated Exclusive Sales Representative Agreement [Member] | Representative [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Payment of representative bonus | $ 500 | |||||||
Stock issued during period shares new issues | 44,447 | 53,757 | ||||||
Sales and marketing expense | $ 880 | |||||||
Ownership Percentage | 3.00% | |||||||
Stock issued during period value new issues | $ 333 | |||||||
Minimum representative bonus payable | $ 6,000 |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Switzerland, Francs [Member] | Net Assets, Geographic Area [Member] | ||
Concentration Risk [Line Items] | ||
Net assets | $ 25 | $ 21 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 01, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 28, 2021 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | ||||||
Revenues | $ 71 | $ 15 | ||||
Convertible Promissory Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party debt | $ 620 | |||||
IP Sale and Purchase Agreement [Member] | Unsecured Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument principal amount | 818 | |||||
Entity Minority Shareholder [Member] | Convertible Promissory Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument principal amount | $ 107 | |||||
Debt instrument convertible note and accrued interest | $ 114 | |||||
Former Chief Executive Officer [Member] | Consulting Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amounts of payments | $ 600 | |||||
Related party transaction, expenses from transactions with related party | 25 | $ 0 | ||||
Due to Related Parties | $ 600 | $ 600 | ||||
Former Chief Executive Officer [Member] | Consulting Agreement Tranche One [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amounts of payments | 300 | |||||
Minimum threshold financing | 5,000 | |||||
Consulting agreement monthly payments | 25 | |||||
Former Chief Executive Officer [Member] | Consulting Agreement Tranche Two [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amounts of payments | 300 | |||||
Minimum threshold financing | 5,000 | |||||
Revenues | $ 3,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 29, 2022 | Apr. 06, 2022 | Oct. 31, 2021 | May 31, 2021 | Apr. 26, 2022 | Apr. 25, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 18, 2014 |
Subsequent Event [Line Items] | |||||||||
Number of shares available for grant | 10,122 | ||||||||
Common stock par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Amended and Restated Exclusive Sales Representative Agreement [Member] | Representative [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Ownership Percentage | 3.00% | ||||||||
Stock issued during period shares new issues | 44,447 | 53,757 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stockholders' equity, reverse stock split | 1:2 | ||||||||
Stock issued during period, shares, issued for services to consultant | 85,739 | ||||||||
Subsequent Event [Member] | Representative [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Ownership Percentage | 3.00% | ||||||||
Subsequent Event [Member] | Conversion of Series A and Series B Preferred Stock to Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of temporary equity to permanent equity shares issued on IPO | 2,693,342 | ||||||||
Subsequent Event [Member] | Conversion of Series A and Series B Preferred Stock to Common Stock [Member] | Noncontrolling Interest [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of temporary equity to permanent equity shares issued on IPO | 1,172,346 | ||||||||
Subsequent Event [Member] | Conversion of Convertible Notes to Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued during the period on conversion of convertible notes | 3,955,415 | ||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of warrant or right, number of common stock called by warrants or rights | 96,000 | ||||||||
Subsequent Event [Member] | Amended and Restated Exclusive Sales Representative Agreement [Member] | Representative [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period shares new issues | 312,351 | ||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock shares subscribed but unissued | 3,200,000 | ||||||||
Common stock par or stated value per share | $ 0.001 | ||||||||
Sale of stock, price per share | $ 5 | ||||||||
Net proceeds from the IPO after deducting expenses | $ 14,617,400 | ||||||||
Subsequent Event [Member] | Two Thousand and Twenty Two Equity Incentive Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares available for grant | 1,600,000 | ||||||||
Share based compensation arrangement by share based payment award cumulative annual increase shares | 1,100,000 | ||||||||
Share based compensation arrangement by share based payment award cumulative annual increase percentage | 4.00% |