Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 11,251,299 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 17,508,525 | ||
Auditor Firm ID | 32 | ||
Auditor Name | Armanino LLP | ||
Auditor Location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,129 | $ 2,917 |
Short-term investments | 6,441 | 4,404 |
Accounts receivable | 228 | 76 |
Inventory | 415 | 188 |
Prepaid expenses | 134 | 87 |
Total current assets | 9,347 | 7,672 |
Fixed assets, net | 793 | 101 |
Deposits | 51 | 41 |
Operating lease right-of-use asset | 873 | 1,084 |
Deferred offering costs | 25 | 374 |
TOTAL ASSETS | 11,089 | 9,272 |
Current liabilities: | ||
Accounts payable | 550 | 478 |
Accrued expenses | 717 | 1,074 |
Current portion of accrued commissions | 1,035 | 14 |
Current portion of operating lease liability | 228 | 202 |
Convertible notes payable and accrued interest, net of debt discount of $0 and $31 at December 31, 2022 and 2021, respectively | 0 | 12,857 |
Convertible notes payable and accrued interest due to related parties, net of debt discount of $0 and $2 at December 31, 2022 and 2021, respectively | 0 | 649 |
Total current liabilities | 2,530 | 15,274 |
Accrued commissions, net of current portion | 1,624 | 0 |
Operating lease liability, net of current portion | 683 | 911 |
Total liabilities | 4,837 | 16,185 |
Commitments and contingencies (Notes 6 and 10) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.001 par value; 130,000,000 and 10,487,904 shares authorized at December 31, 2022 and 2021, respectively; 11,236,801 and 989,954 shares issued and outstanding at December 31, 2022 and 2021, respectively | 11 | 1 |
Additional paid-in capital | 45,833 | 113 |
Accumulated deficit | (39,492) | (20,575) |
Accumulated other comprehensive income (loss) | (100) | (91) |
Total stockholders' equity (deficit) | 6,252 | (20,552) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | 11,089 | 9,272 |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock: | ||
Convertible Preferred Stock | 0 | 12,367 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock: | ||
Convertible Preferred Stock | $ 0 | $ 1,272 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt discount | $ 0 | $ 31 |
Debt discount related to related parties | $ 0 | $ 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 | 11,236,801 | 989,954 |
Common stock shares outstanding | 11,236,801 | 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 | 0 | 2,550,763 |
Temporary equity shares outstanding | 0 | 2,550,763 |
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 | 0 | 491,222 |
Temporary equity shares outstanding | 0 | 491,222 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 691 | $ 160 |
Cost of sales | 1,332 | 55 |
Gross (Loss) Profit | (641) | 105 |
Operating Expenses | ||
Research and development | 2,828 | 1,718 |
Sales and marketing | 7,833 | 2,141 |
General and administrative | 7,423 | 2,707 |
Total Operating Expenses | 18,084 | 6,566 |
Loss from Operations | (18,725) | (6,461) |
Other Income (Expense) | ||
Gain on investments | 180 | 2 |
Interest expense | (354) | (621) |
Other expense, net | (18) | (1) |
Total Other Income (Expense), net | (192) | (620) |
Net Loss | (18,917) | (7,081) |
Loss attributable to non-controlling interest | 0 | (33) |
Net Loss Attributable to Tenon Medical, Inc. | $ (18,917) | $ (7,048) |
Net Loss Attributable to Tenon Medical, Inc. Per Share of Common Stock | ||
Basic | $ (2.36) | $ (7.81) |
Diluted | $ (2.36) | $ (7.81) |
Weighted-Average Shares of Common Stock Outstanding | ||
Basic | 8,008 | 903 |
Diluted | 8,008 | 903 |
Consolidated Statements of Comprehensive Loss: | ||
Net loss | $ (18,917) | $ (7,081) |
Unrealized loss on investments | (16) | 0 |
Foreign currency translation adjustment | 7 | 1 |
Total Comprehensive Loss | (18,926) | (7,080) |
Comprehensive loss attributable to non-controlling interest | 0 | (33) |
Total comprehensive loss attributable to Tenon Medical, Inc. | $ (18,926) | $ (7,047) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (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 A Convertible Preferred Stock [Member] Common Stock [Member] | Series A Convertible Preferred Stock [Member] Additional Paid-in Capital [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] Common Stock [Member] | Series B Convertible Preferred Stock [Member] Additional Paid-in Capital [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 | 377 | 377 | ||||||||||
Issuance of Series A preferred stock in exchange for Series A preferred stock of subsidiary | (12,367) | (9,596) | (2,771) | $ 12,367 | ||||||||
Issuance of Series A preferred stock in exchange for Series A preferred stock of subsidiary , Share | 2,550,763 | |||||||||||
Reclass of non-controlling interest to additional paid-in capital | (1,063) | (34) | 1,097 | |||||||||
Reclass of negative additional paid-in capital to accumulated deficit | 9,041 | (9,041) | ||||||||||
Common stock issued for services | 1,228 | 1,228 | ||||||||||
Common stock issued for services, Share | 159,954 | |||||||||||
Net loss | (7,081) | (7,048) | (33) | |||||||||
Ending Balance at Dec. 31, 2021 | $ 12,367 | $ 1,272 | ||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 2,550,763 | 491,222 | ||||||||||
Ending Balance at Dec. 31, 2021 | (20,552) | $ 1 | 113 | (20,575) | (91) | 0 | ||||||
Ending Balance (in shares) at Dec. 31, 2021 | 989,954 | |||||||||||
Stock-based compensation expense | 2,897 | 2,897 | ||||||||||
Issuance of common stock and warrants, net of issuance costs | 13,765 | $ 3 | 13,762 | |||||||||
Issuance of common stock and warrants, net of issuance costs, Share | 3,200,000 | |||||||||||
Common stock issued upon conversion | $ 12,367 | $ 2 | $ 12,365 | $ 1,272 | $ 1,272 | |||||||
Common stock issued upon conversion, Share | 2,447,728 | 245,614 | ||||||||||
Common stock issued upon conversion of debt | $ (12,367) | $ (1,272) | ||||||||||
Common stock issued upon conversion of debt, Share | (2,550,763) | (491,222) | ||||||||||
Common stock issued upon conversion of debt | 13,868 | $ 4 | 13,864 | |||||||||
Common stock issued upon conversion of debt, Share | 3,955,415 | |||||||||||
Common stock issued for services | 1,561 | $ 1 | 1,560 | |||||||||
Common stock issued for services, Share | 398,090 | |||||||||||
Other comprehensive income | (9) | (9) | ||||||||||
Net loss | (18,917) | (18,917) | ||||||||||
Ending Balance at Dec. 31, 2022 | $ 0 | $ 0 | ||||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||
Ending Balance at Dec. 31, 2022 | $ 6,252 | $ 11 | $ 45,833 | $ (39,492) | $ (100) | $ 0 | ||||||
Ending Balance (in shares) at Dec. 31, 2022 | 11,236,801 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (18,917) | $ (7,081) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized loss on investments | (16) | (2) |
Non-cash interest expense | 362 | 620 |
Stock-based compensation expense | 2,897 | 377 |
Common stock issued for services | 1,561 | 1,228 |
Depreciation | 78 | 2 |
Loss on write-off of fixed assets | 77 | 0 |
Amortization of operating right-of-use asset | 211 | 112 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (152) | (61) |
Inventory | (227) | (145) |
Prepaid expenses and other assets | (57) | (130) |
Accounts payable | 72 | 444 |
Accrued expenses | 2,288 | 426 |
Operating lease liability | (202) | (82) |
Net cash used in operating activities | (12,025) | (4,292) |
Cash Flows from Investing Activities | ||
Sales of short-term investments | 8,079 | 0 |
Purchases of short-term investments | (10,116) | (4,402) |
Purchases of property and equipment | (847) | (102) |
Net cash used in investing activities | (2,884) | (4,504) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock, net of issuance costs | 14,139 | 0 |
Proceeds from issuance of convertible notes payable | 0 | 12,072 |
Repayment of notes payable | 0 | (245) |
Debt issuance costs | 0 | (71) |
Deferred offering costs | (25) | (287) |
Net cash provided by financing activities | 14,114 | 11,469 |
Effect of foreign currency translation on cash flow | 7 | (2) |
Net (Decrease) Increase in Cash and Cash Equivalents | (788) | 2,671 |
Cash and Cash Equivalents at Beginning of Period | 2,917 | 246 |
Cash and Cash Equivalents at End of Period | 2,129 | 2,917 |
Cash at End of Period | 480 | 616 |
Cash Equivalents at End of Period | 1,649 | 2,301 |
Supplemental Disclosures of Cash Flow Information | ||
Interest | 0 | 1 |
Income taxes | 0 | 1 |
Non-cash investment and financing activities: | ||
Common stock issued upon conversion of preferred stock | 13,639 | 0 |
Common stock issued upon conversion of debt | 13,868 | 0 |
Right-of-use assets obtained in exchange for lease liability | 0 | 1,195 |
Conversion of trade payable to law firm to note payable | $ 0 | $ 556 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 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, minimally invasive approach to the sacroiliac joint (the “SI Joint”) using a single, robust, titanium implant for treatment of the most common types SI 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. 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 the non-controlling interest are both presented on the face of the Consolidated Statements of Operations and Comprehensive Loss. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | 2. Summary of Significant Accounting Principles Basis of presentation The accompanying consolidated financial statements have been prepared on the accrual basis in accordance with generally accepted accounting principles as promulgated in the United States of America (“U.S. GAAP”). Prior year amounts have been adjusted to conform to the current year presentation. 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. The Company purchased the non-controlling interest in TTAG as of October 28, 2021. was for the full year ended the was The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. There is substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these financial statements are issued. Since inception, the Company has incurred losses and negative cash flows from operations. Management expects to incur additional operating losses and negative cash flows from operations in the foreseeable future as the Company continues its product development programs and starts the commercial launch of The Catamaran System. On April 29, 2022, the Company closed an initial public offering (the “IPO”) of its common stock for proceeds of $13,765, net of issuance costs. Based on the Company’s current level of revenues and expenditures, the Company believes that its existing cash and cash equivalents and short-term investments as of December 31, 2022 will not provide sufficient funds to enable it to meet its obligations for a period of at least twelve months from the date of the filing of these consolidated financial statements. The Company plans to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations or licensing arrangements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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, the fair value of accrued commissions, stock-based compensation and the fair value of the Company’s common stock and preferred stock. Reverse Stock Split On April 6, 2022, the Company 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 became convertible into common stock at a conversion rate of one-to-0.5, subject to adjustments for stock dividends, splits, combinations, and similar events. No fractional shares were issued in connection with the 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 the Company’s common stock were not affected by the Reverse Stock Split. 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, 2022 and 2021, 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. Segments The Company operates in one business segment. Although the Company’s Swiss subsidiary is located in a different geographical area, management uses one measurement of profitability and does not segregate its business for internal reporting. Cash and cash equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Investments The Company classifies its investments in marketable securities as available-for-sale and records them at fair value in its consolidated balance sheets. The net unrealized gains and losses are recorded as a separate component of stockholders’ equity. Realized gains and losses are recorded in the consolidated statements of operations and comprehensive loss. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method and records such gains and losses as a component of other income (expense) net. Accounts receivable and allowance for doubtful accounts Accounts receivable are derived from products delivered to customers and are stated at their net realizable value. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. In determining the amount of the allowance, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. Historically, the Company has had no significant write-offs of accounts receivable. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its allowances will continue to be adequate. If actual credit losses are significantly greater than the allowance, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than the Company's reserve, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. As of December 31, 2022 and 2021, the Company’s allowance for doubtful accounts was $0. Inventory Inventory is stated at lower of cost or net realizable value. The Company establishes the inventory basis by determining the cost based on standard costs approximating the purchase costs on a first-in, first-out basis. The excess and obsolete inventory is estimated based on future demand and market conditions. Inventory write-downs are charged to cost of goods sold. As of December 31, 2022 and 2021, inventory consisted of finished goods and raw materials. Deferred offering costs, which consist of direct incremental legal, consulting, banking, and accounting fees relating to the Company’s planned IPO in 2022 and future offerings in 2023, are capitalized, and are offset against proceeds upon the effectiveness of the offering. In the event an anticipated offering is terminated, deferred offering costs will be expensed. Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Equipment, computers, software, and furniture and fixtures are depreciated over periods ranging from three to seven years, and leasehold improvements over the shorter of the lease term or the life of the asset. Construction in progress pertains to the cost of individual components of a custom instrument set used for surgical placement of the Company’s products that have not yet been placed into service. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Deductions are made for retirements resulting from renewals or betterments. The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. In accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, fair value is the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments includes cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 – Instruments that have little to no pricing observability as of the measurement date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for assets categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Convertible preferred stock is recorded as temporary stockholders’ equity. I Current income taxes are based upon the year's income taxable for federal, state, and foreign tax reporting purposes. Deferred income taxes are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. The Company's policy is not to record deferred income taxes on the undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. The Company’s revenue is derived from the sale of its products to medical groups and hospitals in the United States. Revenue is recognized when control is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for the goods or services, using the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company generates revenue from the sale of products to hospitals or medical facilities where its products are delivered in advance of a procedure. The performance obligation is the delivery of the products along with the completion of the surgery and therefore, revenue is recognized upon delivery to the customers and completion of the surgery, net of rebates and price discounts. The Company accounts for rebates and price discounts as a reduction to revenue, calculated based on the terms agreed to with the customer. Historically, there have been no significant rebates or price discounts. Sales prices are specified prior to the transfer of control to the customer, via either the customer contract, agreed price list, purchase order, or written communication with the customer. Prior to October 2022, the Company had an agreement in place with a national distributor, which included standard terms that did not allow for payment contingent on resale of the product, obtaining financing, or other terms that could impact the distributor’s payment obligation. The Company billed and collected directly with the end-user customers and recognized revenue based on the gross sales price. For direct sales to end-user customers, the Company's standard payment terms are generally net 30 days. The Company offers its standard warranty to all customers and does not sell any warranties on a standalone basis. The Company’s warranty provides that its products are free of material defects and conform to specifications, and includes an offer to replace or refund the purchase price of defective products. This assurance does not constitute a service and is not considered a separate performance obligation. The Company estimates warranty liabilities at the time of revenue recognition and records them as a charge to cost of goods sold. Contract modifications generally do not occur during the performance of the Company’s contracts. Payments received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the consolidated balance sheets. As of December 31, 2022 and 2021, there were no remaining performance obligations that would give rise to deferred revenue. Sales commissions are recorded in sales and marketing expenses during the same period as the corresponding revenues. The Company engages in improving existing products and new product development efforts. Research and development expenses relating to these efforts are expensed as incurred . F The Company accounts for all stock-based compensation awards using a fair-value method on the grant date and recognizes the fair value of each award as an expense over the requisite service period. The Company recognizes compensation costs related to stock-based awards granted to employees, directors, and consultants including stock options, based on the estimated fair value of the awards on the date of grant. We estimate the grant date fair value, and the resulting stock-based compensation, using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Black-Scholes option-pricing model requires the use of subjective assumptions to determine the fair value of stock-based awards. These assumptions include: Expected Term —The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method. The simplified method deems the expected term to be the midpoint between the vesting date and the contractual life of the stock-based awards. Expected Volatility —Since the Company has only been publicly held since April 2022 and does not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle, or area of specialty. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend s The Company account for forfeitures as they occur. The Company’s board of directors intends all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. Prior to the Company’s initial public offering, the estimated fair value of its common stock was determined at each valuation date by a third-party independent valuation firm in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. These valuations took into account numerous factors, including developments at our company and market conditions. The May 21, 2021 valuation used a hybrid method which combines the Probability Weighted Expected Return Method (“PWERM”) with the OPM. The PWERM considers a set of discrete potential liquidity scenarios for the Company, the value common stock would receive in each scenario, and the time required and risk inherent in achieving those values. The May 21, 2021 valuation examined the following scenarios for the Company: (i) an IPO; (ii) remaining private and raising capital; and (iii) dissolution. Within the IPO scenario, 100% weighting was placed on the Market Approach for determining the enterprise value. The Market Approach assumes that businesses operating in the same industry will share similar characteristics, and therefore a comparison of the business to similar businesses whose financial information is publicly available may provide a reasonable basis to estimate a subject business’s value. The equity value in the IPO scenario was estimated considering guideline IPOs, the anticipated size of the Company’s offering, and forecasted cash and debt. The estimated common stock value as of the IPO was present valued using a discount rate of 22.4% based on Company’s WACC, less an adjustment of 2.0% to reflect the risk reduction of an IPO event. The August 31, 2021 valuation used a hybrid method which combines the Probability Weighted Expected Return Method (“PWERM”) with the OPM. The PWERM considers a set of discrete potential liquidity scenarios for the Company, the value common stock would receive in each scenario, and the time required and risk inherent in achieving those values. The August 31, 2021 valuation examined the following scenarios for the Company: (i) an IPO; (ii) remaining private and raising capital; and (iii) dissolution. Within the IPO scenario, 100% weighting was placed on the Market Approach for determining the enterprise value. The Market Approach assumes that businesses operating in the same industry will share similar characteristics, and therefore a comparison of the business to similar businesses whose financial information is publicly available may provide a reasonable basis to estimate a subject business’s value. The equity value in the IPO scenario was estimated considering guideline IPOs, the anticipated size of the Company’s offering, and forecasted cash and debt. The estimated common stock value as of the IPO was present valued using a discount rate of 32.0% based on Company’s WACC, less an adjustment of 5.0% to reflect the risk reduction of an IPO event. The October 28, 2021 valuation used a hybrid method which combines the Probability Weighted Expected Return Method (“PWERM”) with the OPM. The PWERM considers a set of discrete potential liquidity scenarios for the Company, the value common stock would receive in each scenario, and the time required and risk inherent in achieving those values. The October 28, 2021 valuation examined the following scenarios for the Company: (i) an IPO; (ii) remaining private and raising capital; and (iii) dissolution. Within the IPO scenario, 100% weighting was placed on the Market Approach for determining the enterprise value. The Market Approach assumes that businesses operating in the same industry will share similar characteristics, and therefore a comparison of the business to similar businesses whose financial information is publicly available may provide a reasonable basis to estimate a subject business’s value. The equity value in the IPO scenario was estimated considering guideline IPOs, the anticipated size of the Company’s offering, and forecasted cash and debt. The estimated common stock value as of the IPO was present valued using a discount rate of 27.2% based on Company’s WACC, less an adjustment of 5.0% to reflect the risk reduction of an IPO event. In determining the enterprise value within the remain private scenario, 100% weighting was applied to the DCF Method under the income approach, in the same manner as in the December 31, 2018, 2019, and 2020 valuations. The discount rate in this scenario was determined to be 22.4% based on Company’s WACC. Adjustments were made to the enterprise value for the Company’s cash and debt as of the valuation date to determine the equity value in this scenario. The OPM was used to allocate the equity value to our common stock. The equity volatility rate was determined to be 70.0% based on the volatility rate of certain comparable public companies. DLOMs of (i) 10.0% in the IPO scenario and (ii) 30.0% in the remaining private scenario were applied to the common stock. Following the closing of the initial public offering, the fair value of the Company’s common stock was determined based on the closing price of its common stock on the Nasdaq Capital Market. The functional currency of Tenon Technology AG is the Swiss franc. Accordingly, TTAG’s assets and liabilities are translated from their respective functional currency into U.S. Dollars at period-end rates, and TTAG’s revenue and expenses are translated at the weighted-average exchange rate for the period. Adjustments resulting from this translation process are classified as other comprehensive income or loss and shown as a separate component of equity. When intercompany foreign currency transactions between entities included in the consolidated financial statements are of a long-term investment nature (i.e., those for which settlement is not planned or anticipated in the foreseeable future) foreign currency translation adjustments resulting from those transactions are included in stockholders’ equity (deficit) as accumulated other comprehensive loss or income. When intercompany transactions are deemed to be of a short-term nature, translation adjustments are required to be included in the consolidated statements of operations. The Company has determined that settlement of TTAG’s intercompany balances is not anticipated in the foreseeable future, and therefore such translation adjustments are included in stockholders’ deficit as accumulated other comprehensive income. 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. For the periods presented, 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 December 31, 2022 and 2021 which were excluded from the calculation because their effect was anti-dilutive. December 31, December 31, Outstanding restricted stock units 1,318,530 — Outstanding stock options 898,844 727,394 Outstanding warrants 96,000 25,000 Common shares convertible from notes payable — 2,079,510 Common shares convertible from preferred stock — 1,520,996 Total 2,313,374 4,352,900 There have been no accounting pronouncements or changes in accounting pronouncements in the year ended December 31, 2022 that are significant or potentially significant to the Company. |
Investments
Investments | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021: Level 2 Corporate debt securities: December 31, 2022 $ 6,441 December 31, 2021 $ 4,404 Amortized Gross Gross Fair Corporate debt securities: December 31, 2022 $ 6,457 $ — $ (16 ) $ 6,441 December 31, 2021 $ 4,404 $ — $ — $ 4,404 All of the investments with gross unrealized losses have been in a continuous loss position for less than 12 months. During the years ended December 31, 2022 and 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 years ended December 31, 2022 and 2021, there were net gains of approximately $180 and $2, respectively, included in the Company’s net loss. Accrued interest as of December 31, 2022 and 2021 was approximately $13 and $18, respectively, and is included in prepaid expenses in the Company’s consolidated balance sheet. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consisted of the following: December 31, 2022 December 31, 2021 Raw materials $ 9 $ 15 Finished goods 406 173 Inventory $ 415 $ 188 |
Fixed Assets, net
Fixed Assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, net | 5. Fixed Assets, net Fixed assets, net, consisted of the following: December 31, 2022 December 31, 2021 Construction in progress $ 601 $ — Catamaran tray sets 193 77 IT equipment 56 17 Lab equipment 14 — Office furniture 9 9 Fixed assets, gross 873 103 Less: accumulated depreciation (80 ) (2 ) Fixed assets, net $ 793 $ 101 As of December 31, 2022, construction in progress pertains to cost of individual components of a custom instrument set used for surgical placement of the Company’s products that have not yet been placed into service. Depreciation expense was approximately $78 and $2 for the years ended December 31, 2022 and 2021, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following: December 31, December 31, Accrued compensation $ 452 $ 846 Other accrued expenses 265 228 Total accrued expenses $ 717 $ 1,074 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. 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%, was automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price was 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. Accrued interest at December 31, 2022 and 2021 totaled approximately $0 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%, was automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price was 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. Accrued interest at December 31, 2022 and 2021 totaled approximately $0 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%, was automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price was 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. Accrued interest at December 31, 2022 and 2021 totaled approximately $0 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%, was automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price was 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. Accrued interest at December 31, 2022 and 2021 totaled approximately $0 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%, was automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price was equal to 70% of the IPO price or 70% of the price per share paid by the other cash purchasers in the future financing. Accrued interest at December 31, 2022 and 2021 was approximately $0 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%, were automatically convertible upon an IPO or a capital stock financing of at least $5,000. The conversion price was equal to 70% of the IPO price or 70% of the price per share paid by the other cash purchasers in the future financing. Accrued interest at December 31, 2022 and 2021 totaled approximately $0 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%, were 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 was 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. The Company recorded debt issuance costs of approximately $71 as a discount on the convertible notes payable balance. Accrued interest at December 31, 2022 and 2021 was approximately $0 and $527, respectively. On April 29, 2022, as a result of the completion of the IPO and as required under the terms of the convertible notes payable described above, the Company converted the entirety of the outstanding principal and accrued interest of the outstanding convertible notes payable to 3,955,415 shares of the Company’s common stock at the conversion price detailed above and issued the common stock to the noteholders, fully satisfying the Company’s obligations. Convertible notes payable – subsidiary In June 2021 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. 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 were $292 and $158 for the years ended December 31, 2022 and 2021, respectively. Lease costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. December 31, December 31, 2022 2021 Operating lease right-of-use assets $ 873 $ 1,084 Operating lease liability, current $ (228 ) $ (202 ) Operating lease liability, noncurrent (683 ) (911 ) Total operating lease liabilities $ (911 ) $ (1,113 ) 2023 293 2024 301 2025 310 2026 144 Total lease payments 1,048 Less: imputed interest (137 ) Present value of operating lease liabilities $ 911 Other information: Cash paid for operating leases for the year ended December 31, 2022 $ 284 Cash paid for operating leases for the year ended December 31, 2021 $ 128 Remaining lease term - operating leases (in years) 3.50 Average discount rate - operating leases 8.0 % |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity The Amended and Restated Certificate of Incorporation dated February 18, 2014 authorized the issuance of 3,937,550 shares of common stock and 2,099,525 shares of preferred stock, with a par value of $0.001 per share. In April 2021 the Company increased the number of authorized shares to 7,000,000 shares of common stock and 2,460,802 shares of preferred stock, and increased the number of authorized shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) to 1,798,905. In October 2021 the Company increased the number of authorized shares to 10,487,904 shares of common stock and 3,297,061 shares of preferred stock. In February 2022, the Company increased the number of authorized shares to 130,000,000 shares of common stock and 20,000,000 shares of preferred stock , of which 4,500,000 are designated “Series A Preferred Stock” and 491,222 are designated "Series B Preferred Stock” . On April 29, 2022, the IPO closed, and the Company received approximately $13.8 million in net proceeds from the IPO after deducting the underwriting discount and commission and other estimated IPO expenses payable by the Company. As a result of the completion of the IPO 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. On April 29, 2022, as result of the completion of the IPO, the Company converted all shares of Series A and Series B Preferred Stock to 2,693,342 shares of the Company’s common stock at the conversion rate detailed below 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. Concurrent with the completion of the IPO and in accordance with the Amended and Restated Exclusive Sales Representative Agreement executed in May 2021, the counterparty to the agreement received anti-dilution protections to maintain ownership of 3.0% of the fully diluted equity of the Company through the date of an initial public offering and was issued 312,351 shares of the Company’s common stock to the Representative, fully satisfying the Company’s obligations. The value of these shares issued at the IPO price of $5.00 per share was charged to operating expenses in the Company’s consolidated statements of operations and comprehensive loss. Also, as a result of the completion of the IPO, the Company issued 85,739 shares of its common stock to a consultant, which were treated as issuance costs and netted against IPO proceeds. 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 issued TTAG’s minority shareholder 2,550,763 shares of Series A Preferred Stock. These shares were subject to anti-dilution protection to maintain TTAG’s minority shareholder’s 24% ownership interest in the Company, excluding any shares issued by the Company in an IPO or a qualified offering of at least $5,000 at a per share price of at least $3.3737. Upon conversion of the Company’s convertible notes payable as described in Note 6, the Company issued 1,172,346 shares of its common stock to TTAG’s minority shareholder. 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 classified 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 the option of the holder, shares of Series A and Series B Preferred Stock were 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. As noted above, the Series A and Series B Preferred Stock were converted to common stock at the time of the Company’s IPO. The shares of the Series A and Series B Preferred Stock were redeemable only upon acquisition or liquidation of the Company. 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 were 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. 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 were entitled to vote together with the common stock as a single class on any matter submitted to a vote of the stockholders. Holders of Series A and Series B Preferred Stock were entitled to the number of votes equal to the number of common stock issuable upon conversion of their respective Series A and Series B Preferred Stock at the time such shares are voted. The holders of a majority of the preferred stock had additional voting rights as specified in the Company’s Amended and Restated Certificate of Incorporation, as amended. 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 four On January 10, 2022 and February 2, 2022, the Board and stockholders, respectively, of the Company approved the Tenon Medical, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which was effective on April 25, 2022. The number of shares of common stock that may be subject to awards and sold under the 2022 Plan is equal to 1,600,000. Automatic annual increases in number of shares available for issuance under the 2022 Plan is equal to the least of (a) 1,100,000 shares, (b) 4% of the total number of shares of all classes of common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such number determined by the 2022 Plan administrator no later than the last day of the immediately preceding fiscal year. Annual increases will continue until the tenth anniversary of the earlier of the Board or stockholder approval of the 2022 Plan, which is January 10, 2032. Upon the effective date of the 2022 Plan, the Board terminated the 2012 Plan such that no new equity awards will be issued by the 2012 Plan and all outstanding options under the 2012 plan are administered under the 2022 Plan. 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. Grant date fair value for restricted stock units is estimated using the fair value of the Company’s common stock on the date of grant. Grant date fair value for stock options is estimated using a Black-Scholes option valuation model, consistent with authoritative guidance, using the weighted-average assumptions in the table below: Years ended December 31, 2022 2021 Expected volatility 57.68 % 52.35 % Dividend yield 0 % 0 % Risk-free interest rate 3.34 % 0.99 % Expected term in years 5.85 5.76 Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company in accordance with authoritative guidance. Options RSUs Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (In Years) Number of RSUs Weighted Average Grant Date Fair Value per Share Balance as of January 1, 2021 90,991 $ 0.62 4.93 — Granted 658,903 $ 5.96 — Canceled/forfeited/expired (22,500 ) $ 5.20 — Balance as of December 31, 2021 727,394 $ 5.32 7.12 — Granted 171,450 $ 2.30 1,318,530 $ 7.93 Balance as of December 31, 2022 898,844 $ 4.74 8.10 1,318,530 $ 7.93 Exercisable at December 31, 2022 456,874 $ 4.89 7.34 Years ended December 31, 2022 2021 Research and development $ 995 $ 65 Sales and marketing 117 30 General, and administrative 1,785 282 Total stock-based compensation expense $ 2,897 $ 377 At December 31, 2022, there were 110,020 shares available for issuance under the 2022 Plan. 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 which was recorded in additional paid-in capital in 2022. These warrants expired immediately prior to the IPO per the original terms of the warrants. In April 2022, as noted above, the Company granted the Underwriters warrants to purchase a total of 96,000 shares of the Company’s common stock. The warrants are immediately exercisable at an exercise price of $5.00 per share and expire on the fifth anniversary of the commencement of sales under the IPO. The fair value of the warrants on the grant date was $2.75 per warrant, which was calculated based on the following weighted-average assumptions, using a Black-Scholes option valuation model: expected term of 5.00 years; expected volatility of 62.55%; dividend yield of 0%, and risk-free interest rate of 2.92%. The Company recorded the fair value of these warrants of approximately $264 as an issuance cost to additional paid-in capital in 2022. As the IPO issuance costs were also recorded to additional paid-in capital, the net impact was $0. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Sales Representative Agreement In April 2020, the Company entered into an Exclusive Sales Representative Agreement, under which the counterparty to the agreement (the “Representative”) received exclusive rights to market, promote, and distribute The Catamaran System in the United States and Puerto Rico. The agreement is for an initial period of five years, and automatically renews for an additional five years unless written notice is given by either party prior to April 27, 2023. The agreement provides for a bonus to be paid to the Representative upon an acquisition or IPO. In May 2021 the Company entered into an Amended and Restated Exclusive Sales Representative Agreement (the “Restated Sales Agreement”). In connection with the amended agreement, the Company paid $500 cash and issued 53,757 shares of common stock to the Representative, for which the Company recorded a combined total of approximately $880 as sales and marketing expense. In addition, the Representative received anti-dilution protections to maintain ownership of 3.0% of the fully diluted equity of the Company through the date of an initial public offering. In October, 2021, the Company issued 44,447 shares with a fair value of approximately $333 to the Representative in accordance with the anti-dilution provision. In The amended agreement restructured the calculation of the bonus paid to the Representative upon an acquisition, removed the bonus payable upon an IPO, and allows the Company to terminate the amended agreement as long as the bonus paid to the Representative is at least $6,000. 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. On October 6, 2022, the Company entered into the Terminating Amended and Restated Exclusive Sales Representative Agreement (the “Termination Agreement”) with the Representative, which terminated the Restated Sales Agreement. In accordance with the Termination Agreement, (i) the Company paid the Representative $1,000 in cash; and (ii) the Company agreed to pay the Representative (a) $85 per month during the six months after the date of the Termination Agreement in return for efforts by the Representative to transition operations to the Company, (b) 20% of net sales of the Product sold in the United States and Puerto Rico until December 31, 2023 and (c) after December 31, 2023, 10% of net sales until such time as the aggregate amount paid to the Representative under this clause (c) and clause (b) above equal $3,600. In the event of an acquisition of the Company, the Company will pay the Representative $3,600 less previous amounts paid pursuant to clause (b) and clause (c) above. The Company recorded a charge of $1,000 for the payment to the Representative in the fourth quarter of 2022 and is expensing the $85 per charges as incurred over the six month period. For payments under clause (b) and clause (c) above, the Company estimated the fair value of the liability using level 3 hierarchy inputs based on a Monte Carlo simulation of future revenues with a 25% quarterly estimated standard deviation of growth rates and a 10% probability of dissolution, discounted at an estimated discount rate of 15.4%. Based on the Company’s fair value analysis, a charge of $2,611 was charged to Sales and marketing expense in the fourth quarter of 2022. A reconciliation of the liability under clause (b) and clause (c) is as follows: 2022 Balance at January 1, 2022 $ — Amount recorded upon signing of Termination Agreement 2,611 Amounts paid during 2022 (56 ) Accretion 5 Balance at December 31, 2022 $ 2,560 Per the terms of the Termination Agreement, the Company ultimately expects to expense $3,600 under clause (b) and clause (c). Simultaneously with the execution of the Termination Agreement, the Company entered into a Consulting Agreement dated October 6, 2022, with the Representative (the “Consulting Agreement”). Under the terms and conditions of the Consulting Agreement, the Representative is tasked with organizing, recruiting, training, and coordinating the Company’s Clinical Specialist program, Physician Education program and Sales Education program as more specifically described in the Consulting Agreement. The term of the Consulting Agreement is from October 6, 2022, until October 05, 2023, unless extended by mutual agreement of the parties in writing for additional one-year terms, or terminated in accordance with the terms of the Consulting Agreement. In consideration for the services to be provided, the Company shall pay the Representative a base consulting fee of $700 per year, payable in monthly instalments, along with additional compensation of $62.5 per quarter, if certain sales targets are met, for four quarters; along with any travel and related out-of-pocket expenses incurred by the Representative in connection with the performance of the services. Litigation In the normal course of business, the Company may possibly be named as a defendant in various lawsuits. 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 services provided by Mr. Mentak were governed by a Consulting Agreement between the Company and Key Medical Technologies, 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 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 objected to the cross-complaint as unnecessary. On July 21, 2022, the Company entered into a Settlement Agreement and General Release of All Claims (the “Settlement Agreement”) with Key Medical and Mr. Mentak to settle all claims and counterclaims. Pursuant to the Settlement Agreement, the Company has agreed to pay Key Medical the total sum of $1,200. The settlement amount was fully paid as of December 31, 2022. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 11. Concentrations of Risk Credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances at financial institutions located in California and Switzerland. Accounts at the U.S. financial institutions are secured by the Federal Deposit Insurance Corporation. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Company grants unsecured credit to its customers based on an evaluation of the customer’s financial condition and a cash deposit is generally not required. Management believes its credit policies do not result in significant adverse risk and historically has not experienced significant credit-related losses. Currency risk The Company’s subsidiary, Tenon Technology AG, realizes a portion of its expenses in Swiss francs. Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. At December 31, 2022 and 2021, approximately $8 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of loss before income taxes are as follows: Years ended December 31, 2022 2021 United States $ (18,886 ) $ (7,012 ) International (30 ) (67 ) Loss before income taxes $ (18,916 ) $ (7,079 ) The components of current income tax expense are as follows: Years ended December 31, 2022 2021 Federal $ — $ — State 1 1 Foreign — 1 Total income tax expense $ 1 $ 2 A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total provision for income taxes for the years ended December 31, 2022 and 2021 is as follows: Years ended December 31, 2022 2021 Statutory rate (21 )% (21 )% State taxes, net of federal benefit (7 )% (7 )% Non-deductible differences 1 % 2 % Change in valuation allowance 27 % 26 % Provision for taxes — — Significant components of the Company's net deferred tax assets at December 31, 2022 and 2021 are as follows: Years ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 7,001 $ 2,642 Credit carryforwards 109 48 Accruals and reserves 126 242 Stock-based compensation 843 109 Intangibles 244 265 Operating lease liability 254 310 Capitalized research and development 274 — Total deferred tax assets 8,851 3,616 Valuation allowance (8,564 ) (3,315 ) Net deferred tax assets 287 301 Deferred tax liabilities: Fixed assets (44 ) — Operating lease right of use (243 ) (301 ) Total deferred tax liabilities (287 ) (301 ) Net deferred tax assets $ — — In assessing the realizability of deferred tax assets at December 31, 2022, management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized, and determined that a valuation allowance was required for those deferred tax assets that are not expected to provide future tax benefits. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At December 31, 2022, the Company has available net operating loss carryforwards of approximately $23,237 for federal income tax purposes, of which approximately $23,015 was generated after 2017 and can be carried forward indefinitely under the Tax Cuts and Jobs Act. The remaining federal net operating loss of approximately $222, which was generated prior to 2018, will start to expire in 2034 if not utilized. At December 31, 2022, the net operating losses for state purposes are approximately $24,146 and will begin to expire in 2032 if not utilized. In addition, the Company had foreign net operating losses of approximately $1,896 at December 31, 2022 that will start to expire in 202 3 The Company had credit carryforwards of approximately $114 for federal income tax purposes. The federal tax credits will begin to expire in 2041. The Company also had credit carryforwards of approximately $41 for California income tax purposes. These credits have no The Company has not completed a study to determine whether any ownership change per the provisions of Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, has occurred. Utilization of the Company's net operating loss and income tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can be utilized annually to offset future taxable income. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Coronavirus Aid, Relief and Economic Security Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law in response to the market volatility and instability resulting from the COVID-19 pandemic. It includes a significant number of tax provisions and lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (the “2017 Act”). The changes are mainly related to: (1) the business interest expense disallowance rules for 2019 and 2020; (2) net operating loss rules; (3) charitable contribution limitations; (4) employee retention credit; and (5) the realization of corporate alternative minimum tax credits. The Company does not anticipate the application of the CARES Act provisions to materially impact the overall consolidated financial statements. Uncertain tax positions In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The following shows the changes in the gross amount of recognized tax benefits: Years ended December 31, 2022 2021 Unrecognized tax benefits, beginning of year $ — $ — Increases related to prior year tax positions 12 — Decreases related to prior year tax positions — — Increases related to current year tax positions 26 — Unrecognized tax benefits, end of year $ 38 $ — The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying consolidated statements of operations. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. Due to the full valuation allowance at December 31, 2022, current adjustments to the unrecognized tax benefit will have no impact on our effective income tax rate. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. As a result of the Company's net operating loss and credit carryforwards all of its years are subject to federal and state examination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. 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 7 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 year ended December 31, 2022 and 2021, the Company recorded expense of $574 and $42, respectively, related to this agreement. As of December 31, 2022 and 2021, approximately $0 and $600, respectively, owed to this party was included in accrued expenses with respect of these services. See Note 10 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 10 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared on the accrual basis in accordance with generally accepted accounting principles as promulgated in the United States of America (“U.S. GAAP”). Prior year amounts have been adjusted to conform to the current year presentation. 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. The Company purchased the non-controlling interest in TTAG as of October 28, 2021. was for the full year ended the was |
Going concern uncertainty and liquidity requirements | The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. There is substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these financial statements are issued. Since inception, the Company has incurred losses and negative cash flows from operations. Management expects to incur additional operating losses and negative cash flows from operations in the foreseeable future as the Company continues its product development programs and starts the commercial launch of The Catamaran System. On April 29, 2022, the Company closed an initial public offering (the “IPO”) of its common stock for proceeds of $13,765, net of issuance costs. Based on the Company’s current level of revenues and expenditures, the Company believes that its existing cash and cash equivalents and short-term investments as of December 31, 2022 will not provide sufficient funds to enable it to meet its obligations for a period of at least twelve months from the date of the filing of these consolidated financial statements. The Company plans to raise the necessary additional capital through one or a combination of public or private equity offerings, debt financings, and collaborations or licensing arrangements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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, the fair value of accrued commissions, stock-based compensation and the fair value of the Company’s common stock and preferred stock. |
Reverse Stock Split | Reverse Stock Split On April 6, 2022, the Company 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 became convertible into common stock at a conversion rate of one-to-0.5, subject to adjustments for stock dividends, splits, combinations, and similar events. No fractional shares were issued in connection with the 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 the Company’s common stock were not affected by the Reverse Stock Split. |
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, 2022 and 2021, 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. |
Segments | Segments The Company operates in one business segment. Although the Company’s Swiss subsidiary is located in a different geographical area, management uses one measurement of profitability and does not segregate its business for internal reporting. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. |
Investments | Investments The Company classifies its investments in marketable securities as available-for-sale and records them at fair value in its consolidated balance sheets. The net unrealized gains and losses are recorded as a separate component of stockholders’ equity. Realized gains and losses are recorded in the consolidated statements of operations and comprehensive loss. The Company determines any realized gains or losses on the sale of marketable debt securities on a specific identification method and records such gains and losses as a component of other income (expense) net. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are derived from products delivered to customers and are stated at their net realizable value. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. In determining the amount of the allowance, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. Historically, the Company has had no significant write-offs of accounts receivable. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its allowances will continue to be adequate. If actual credit losses are significantly greater than the allowance, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than the Company's reserve, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. As of December 31, 2022 and 2021, the Company’s allowance for doubtful accounts was $0. |
Inventory | Inventory Inventory is stated at lower of cost or net realizable value. The Company establishes the inventory basis by determining the cost based on standard costs approximating the purchase costs on a first-in, first-out basis. The excess and obsolete inventory is estimated based on future demand and market conditions. Inventory write-downs are charged to cost of goods sold. As of December 31, 2022 and 2021, inventory consisted of finished goods and raw materials. |
Deferred offering costs | Deferred offering costs, which consist of direct incremental legal, consulting, banking, and accounting fees relating to the Company’s planned IPO in 2022 and future offerings in 2023, are capitalized, and are offset against proceeds upon the effectiveness of the offering. In the event an anticipated offering is terminated, deferred offering costs will be expensed. |
Fixed assets, net | Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Equipment, computers, software, and furniture and fixtures are depreciated over periods ranging from three to seven years, and leasehold improvements over the shorter of the lease term or the life of the asset. Construction in progress pertains to the cost of individual components of a custom instrument set used for surgical placement of the Company’s products that have not yet been placed into service. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Deductions are made for retirements resulting from renewals or betterments. |
Long-lived assets | The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. |
Fair value measurements | In accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, fair value is the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments includes cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 – Instruments that have little to no pricing observability as of the measurement date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for assets categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. |
Convertible preferred stock | The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Convertible preferred stock is recorded as temporary stockholders’ equity. |
Income Taxes | I Current income taxes are based upon the year's income taxable for federal, state, and foreign tax reporting purposes. Deferred income taxes are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. The Company's policy is not to record deferred income taxes on the undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. |
Revenue recognition | The Company’s revenue is derived from the sale of its products to medical groups and hospitals in the United States. Revenue is recognized when control is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for the goods or services, using the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company generates revenue from the sale of products to hospitals or medical facilities where its products are delivered in advance of a procedure. The performance obligation is the delivery of the products along with the completion of the surgery and therefore, revenue is recognized upon delivery to the customers and completion of the surgery, net of rebates and price discounts. The Company accounts for rebates and price discounts as a reduction to revenue, calculated based on the terms agreed to with the customer. Historically, there have been no significant rebates or price discounts. Sales prices are specified prior to the transfer of control to the customer, via either the customer contract, agreed price list, purchase order, or written communication with the customer. Prior to October 2022, the Company had an agreement in place with a national distributor, which included standard terms that did not allow for payment contingent on resale of the product, obtaining financing, or other terms that could impact the distributor’s payment obligation. The Company billed and collected directly with the end-user customers and recognized revenue based on the gross sales price. For direct sales to end-user customers, the Company's standard payment terms are generally net 30 days. The Company offers its standard warranty to all customers and does not sell any warranties on a standalone basis. The Company’s warranty provides that its products are free of material defects and conform to specifications, and includes an offer to replace or refund the purchase price of defective products. This assurance does not constitute a service and is not considered a separate performance obligation. The Company estimates warranty liabilities at the time of revenue recognition and records them as a charge to cost of goods sold. Contract modifications generally do not occur during the performance of the Company’s contracts. Payments received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the consolidated balance sheets. As of December 31, 2022 and 2021, there were no remaining performance obligations that would give rise to deferred revenue. Sales commissions are recorded in sales and marketing expenses during the same period as the corresponding revenues. |
Research and development | The Company engages in improving existing products and new product development efforts. Research and development expenses relating to these efforts are expensed as incurred . F |
Stock-based compensation | The Company accounts for all stock-based compensation awards using a fair-value method on the grant date and recognizes the fair value of each award as an expense over the requisite service period. The Company recognizes compensation costs related to stock-based awards granted to employees, directors, and consultants including stock options, based on the estimated fair value of the awards on the date of grant. We estimate the grant date fair value, and the resulting stock-based compensation, using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Black-Scholes option-pricing model requires the use of subjective assumptions to determine the fair value of stock-based awards. These assumptions include: Expected Term —The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method. The simplified method deems the expected term to be the midpoint between the vesting date and the contractual life of the stock-based awards. Expected Volatility —Since the Company has only been publicly held since April 2022 and does not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle, or area of specialty. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend s The Company account for forfeitures as they occur. The Company’s board of directors intends all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. Prior to the Company’s initial public offering, the estimated fair value of its common stock was determined at each valuation date by a third-party independent valuation firm in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. These valuations took into account numerous factors, including developments at our company and market conditions. The May 21, 2021 valuation used a hybrid method which combines the Probability Weighted Expected Return Method (“PWERM”) with the OPM. The PWERM considers a set of discrete potential liquidity scenarios for the Company, the value common stock would receive in each scenario, and the time required and risk inherent in achieving those values. The May 21, 2021 valuation examined the following scenarios for the Company: (i) an IPO; (ii) remaining private and raising capital; and (iii) dissolution. Within the IPO scenario, 100% weighting was placed on the Market Approach for determining the enterprise value. The Market Approach assumes that businesses operating in the same industry will share similar characteristics, and therefore a comparison of the business to similar businesses whose financial information is publicly available may provide a reasonable basis to estimate a subject business’s value. The equity value in the IPO scenario was estimated considering guideline IPOs, the anticipated size of the Company’s offering, and forecasted cash and debt. The estimated common stock value as of the IPO was present valued using a discount rate of 22.4% based on Company’s WACC, less an adjustment of 2.0% to reflect the risk reduction of an IPO event. The August 31, 2021 valuation used a hybrid method which combines the Probability Weighted Expected Return Method (“PWERM”) with the OPM. The PWERM considers a set of discrete potential liquidity scenarios for the Company, the value common stock would receive in each scenario, and the time required and risk inherent in achieving those values. The August 31, 2021 valuation examined the following scenarios for the Company: (i) an IPO; (ii) remaining private and raising capital; and (iii) dissolution. Within the IPO scenario, 100% weighting was placed on the Market Approach for determining the enterprise value. The Market Approach assumes that businesses operating in the same industry will share similar characteristics, and therefore a comparison of the business to similar businesses whose financial information is publicly available may provide a reasonable basis to estimate a subject business’s value. The equity value in the IPO scenario was estimated considering guideline IPOs, the anticipated size of the Company’s offering, and forecasted cash and debt. The estimated common stock value as of the IPO was present valued using a discount rate of 32.0% based on Company’s WACC, less an adjustment of 5.0% to reflect the risk reduction of an IPO event. The October 28, 2021 valuation used a hybrid method which combines the Probability Weighted Expected Return Method (“PWERM”) with the OPM. The PWERM considers a set of discrete potential liquidity scenarios for the Company, the value common stock would receive in each scenario, and the time required and risk inherent in achieving those values. The October 28, 2021 valuation examined the following scenarios for the Company: (i) an IPO; (ii) remaining private and raising capital; and (iii) dissolution. Within the IPO scenario, 100% weighting was placed on the Market Approach for determining the enterprise value. The Market Approach assumes that businesses operating in the same industry will share similar characteristics, and therefore a comparison of the business to similar businesses whose financial information is publicly available may provide a reasonable basis to estimate a subject business’s value. The equity value in the IPO scenario was estimated considering guideline IPOs, the anticipated size of the Company’s offering, and forecasted cash and debt. The estimated common stock value as of the IPO was present valued using a discount rate of 27.2% based on Company’s WACC, less an adjustment of 5.0% to reflect the risk reduction of an IPO event. In determining the enterprise value within the remain private scenario, 100% weighting was applied to the DCF Method under the income approach, in the same manner as in the December 31, 2018, 2019, and 2020 valuations. The discount rate in this scenario was determined to be 22.4% based on Company’s WACC. Adjustments were made to the enterprise value for the Company’s cash and debt as of the valuation date to determine the equity value in this scenario. The OPM was used to allocate the equity value to our common stock. The equity volatility rate was determined to be 70.0% based on the volatility rate of certain comparable public companies. DLOMs of (i) 10.0% in the IPO scenario and (ii) 30.0% in the remaining private scenario were applied to the common stock. Following the closing of the initial public offering, the fair value of the Company’s common stock was determined based on the closing price of its common stock on the Nasdaq Capital Market. |
Foreign currency translation and other comprehensive income | The functional currency of Tenon Technology AG is the Swiss franc. Accordingly, TTAG’s assets and liabilities are translated from their respective functional currency into U.S. Dollars at period-end rates, and TTAG’s revenue and expenses are translated at the weighted-average exchange rate for the period. Adjustments resulting from this translation process are classified as other comprehensive income or loss and shown as a separate component of equity. When intercompany foreign currency transactions between entities included in the consolidated financial statements are of a long-term investment nature (i.e., those for which settlement is not planned or anticipated in the foreseeable future) foreign currency translation adjustments resulting from those transactions are included in stockholders’ equity (deficit) as accumulated other comprehensive loss or income. When intercompany transactions are deemed to be of a short-term nature, translation adjustments are required to be included in the consolidated statements of operations. The Company has determined that settlement of TTAG’s intercompany balances is not anticipated in the foreseeable future, and therefore such translation adjustments are included in stockholders’ deficit as accumulated other comprehensive income. |
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. For the periods presented, 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 December 31, 2022 and 2021 which were excluded from the calculation because their effect was anti-dilutive. December 31, December 31, Outstanding restricted stock units 1,318,530 — Outstanding stock options 898,844 727,394 Outstanding warrants 96,000 25,000 Common shares convertible from notes payable — 2,079,510 Common shares convertible from preferred stock — 1,520,996 Total 2,313,374 4,352,900 |
Adoption of New Accounting Pronouncements | There have been no accounting pronouncements or changes in accounting pronouncements in the year ended December 31, 2022 that are significant or potentially significant to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Principles (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021 which were excluded from the calculation because their effect was anti-dilutive. December 31, December 31, Outstanding restricted stock units 1,318,530 — Outstanding stock options 898,844 727,394 Outstanding warrants 96,000 25,000 Common shares convertible from notes payable — 2,079,510 Common shares convertible from preferred stock — 1,520,996 Total 2,313,374 4,352,900 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021: Level 2 Corporate debt securities: December 31, 2022 $ 6,441 December 31, 2021 $ 4,404 |
Schedule of Cost And Fair Value of Available For Sale Investments | Amortized Gross Gross Fair Corporate debt securities: December 31, 2022 $ 6,457 $ — $ (16 ) $ 6,441 December 31, 2021 $ 4,404 $ — $ — $ 4,404 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | December 31, 2022 December 31, 2021 Raw materials $ 9 $ 15 Finished goods 406 173 Inventory $ 415 $ 188 |
Fixed Assets, net (Tables)
Fixed Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets | Fixed assets, net, consisted of the following: December 31, 2022 December 31, 2021 Construction in progress $ 601 $ — Catamaran tray sets 193 77 IT equipment 56 17 Lab equipment 14 — Office furniture 9 9 Fixed assets, gross 873 103 Less: accumulated depreciation (80 ) (2 ) Fixed assets, net $ 793 $ 101 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: December 31, December 31, Accrued compensation $ 452 $ 846 Other accrued expenses 265 228 Total accrued expenses $ 717 $ 1,074 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Supplemental Balance Sheet Information Related To Leases | December 31, December 31, 2022 2021 Operating lease right-of-use assets $ 873 $ 1,084 Operating lease liability, current $ (228 ) $ (202 ) Operating lease liability, noncurrent (683 ) (911 ) Total operating lease liabilities $ (911 ) $ (1,113 ) |
Summary of Future Maturities of Operating Lease Liabilities | 2023 293 2024 301 2025 310 2026 144 Total lease payments 1,048 Less: imputed interest (137 ) Present value of operating lease liabilities $ 911 Other information: Cash paid for operating leases for the year ended December 31, 2022 $ 284 Cash paid for operating leases for the year ended December 31, 2021 $ 128 Remaining lease term - operating leases (in years) 3.50 Average discount rate - operating leases 8.0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Share Based Compensation Arrangements By Share Based Payment Award | Options RSUs Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (In Years) Number of RSUs Weighted Average Grant Date Fair Value per Share Balance as of January 1, 2021 90,991 $ 0.62 4.93 — Granted 658,903 $ 5.96 — Canceled/forfeited/expired (22,500 ) $ 5.20 — Balance as of December 31, 2021 727,394 $ 5.32 7.12 — Granted 171,450 $ 2.30 1,318,530 $ 7.93 Balance as of December 31, 2022 898,844 $ 4.74 8.10 1,318,530 $ 7.93 Exercisable at December 31, 2022 456,874 $ 4.89 7.34 |
Summary of Employee Service Share Based Compensation Allocation of Recognized Period Costs | Years ended December 31, 2022 2021 Research and development $ 995 $ 65 Sales and marketing 117 30 General, and administrative 1,785 282 Total stock-based compensation expense $ 2,897 $ 377 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | Years ended December 31, 2022 2021 Expected volatility 57.68 % 52.35 % Dividend yield 0 % 0 % Risk-free interest rate 3.34 % 0.99 % Expected term in years 5.85 5.76 |
Commitments and Contingencies -
Commitments and Contingencies - (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary Of Reconciliation Of Liability | A reconciliation of the liability under clause (b) and clause (c) is as follows: 2022 Balance at January 1, 2022 $ — Amount recorded upon signing of Termination Agreement 2,611 Amounts paid during 2022 (56 ) Accretion 5 Balance at December 31, 2022 $ 2,560 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Income Taxes | The components of loss before income taxes are as follows: Years ended December 31, 2022 2021 United States $ (18,886 ) $ (7,012 ) International (30 ) (67 ) Loss before income taxes $ (18,916 ) $ (7,079 ) |
Summary of Current Income Tax Expenses | The components of current income tax expense are as follows: Years ended December 31, 2022 2021 Federal $ — $ — State 1 1 Foreign — 1 Total income tax expense $ 1 $ 2 |
Summary of net deferred tax assets | A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total provision for income taxes for the years ended December 31, 2022 and 2021 is as follows: Years ended December 31, 2022 2021 Statutory rate (21 )% (21 )% State taxes, net of federal benefit (7 )% (7 )% Non-deductible differences 1 % 2 % Change in valuation allowance 27 % 26 % Provision for taxes — — Significant components of the Company's net deferred tax assets at December 31, 2022 and 2021 are as follows: Years ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 7,001 $ 2,642 Credit carryforwards 109 48 Accruals and reserves 126 242 Stock-based compensation 843 109 Intangibles 244 265 Operating lease liability 254 310 Capitalized research and development 274 — Total deferred tax assets 8,851 3,616 Valuation allowance (8,564 ) (3,315 ) Net deferred tax assets 287 301 Deferred tax liabilities: Fixed assets (44 ) — Operating lease right of use (243 ) (301 ) Total deferred tax liabilities (287 ) (301 ) Net deferred tax assets $ — — |
Summary of changes in gross amount of recognized tax benefits | The following shows the changes in the gross amount of recognized tax benefits: Years ended December 31, 2022 2021 Unrecognized tax benefits, beginning of year $ — $ — Increases related to prior year tax positions 12 — Decreases related to prior year tax positions — — Increases related to current year tax positions 26 — Unrecognized tax benefits, end of year $ 38 $ — |
Summary of Significant Accoun_4
Summary of Significant Accounting Principles - Schedule of Securities Excluded Due To Anti Dilutive Effect (Detail) - shares | 12 Months Ended | |
Dec. 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 | 2,313,374 | 4,352,900 |
Outstanding restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,318,530 | 0 |
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 | 898,844 | 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 | 96,000 | 25,000 |
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 | 0 | 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 | 0 | 1,520,996 |
Summary of Significant Accoun_5
Summary of Significant Accounting Principles - Additional Information (Detail) | 12 Months Ended | |||||||||
Apr. 29, 2022 USD ($) | Apr. 06, 2022 | Oct. 28, 2021 | Aug. 31, 2021 | May 21, 2021 | Dec. 31, 2022 USD ($) SEGMENT | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||||||||||
Proceeds from Issuance of Common Stock | $ 13,765,000 | $ 14,139,000 | $ 0 | |||||||
Stockholders' equity, reverse stock split | 1:2 reverse stock split | |||||||||
Common stock, conversion basis | one-to-0.5 | |||||||||
Number of operating segments | SEGMENT | 1 | |||||||||
Cash and cash equivalents criteria maturity period | 90 days | |||||||||
Accounts receivable, allowance for credit loss | $ 0 | 0 | ||||||||
Revenue, remaining performance obligation, amount | 0 | 0 | ||||||||
Research and development expense | $ 2,828,000 | $ 1,718,000 | ||||||||
Percentage of weightage given to market approach | 100% | 100% | 100% | |||||||
Percentage of share based compensation by share based award discount rate gross | 27.20% | 32% | 22.40% | |||||||
Percentage of adjustments of risk reduction | 5% | 5% | 2% | |||||||
Percentage of weightage in discounted cash flow | 100% | 100% | 100% | |||||||
Percentage of share based compensation by share based award discount rate | 22.40% | |||||||||
Percentage of share based compensation by share based award volatility rate | 70% | |||||||||
Percentage of discount for lack of marketability in initial public offering | 10% | |||||||||
Percentage of remaining discount for lack of marketability in private placement | 30% |
Investments - Schedule of Inves
Investments - Schedule of Investments At Fair Value in Fair Value Hierarchy Level (Detail) - USD ($) $ in Thousands | Dec. 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 | $ 6,441 | $ 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 6,457 | $ 4,404 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (16) | 0 |
Fair Value | $ 6,441 | $ 4,404 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other than temporary impairment losses | $ 16 | $ 0 |
Net gain on investments | 180 | 2 |
Prepaid Expenses and Other Current Assets [Member] | ||
Accrued interest | $ 13 | $ 18 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9 | $ 15 |
Finished goods | 406 | 173 |
Inventory | $ 415 | $ 188 |
Fixed Assets, net - Summary of
Fixed Assets, net - Summary of Fixed Assets and Equipment Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fixed Assets [Line Items] | ||
Fixed assets, gross | $ 873 | $ 103 |
Less: accumulated depreciation | (80) | (2) |
Fixed assets, net | 793 | 101 |
Construction in Progress [Member] | ||
Fixed Assets [Line Items] | ||
Fixed assets, gross | 601 | 0 |
Catamaran Tray Sets [Member] | ||
Fixed Assets [Line Items] | ||
Fixed assets, gross | 193 | 77 |
IT Equipment [Member] | ||
Fixed Assets [Line Items] | ||
Fixed assets, gross | 56 | 17 |
Lab Equipment [Member] | ||
Fixed Assets [Line Items] | ||
Fixed assets, gross | 14 | 0 |
Office Equipment [Member] | ||
Fixed Assets [Line Items] | ||
Fixed assets, gross | $ 9 | $ 9 |
Fixed Assets, net - Additional
Fixed Assets, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 78 | $ 2 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 452 | $ 846 |
Other accrued expenses | 265 | 228 |
Total accrued expenses | $ 717 | $ 1,074 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||
Apr. 29, 2022 | 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 | Dec. 31, 2022 | Oct. 28, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2015 | |
IPO [Member] | |||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,955,415 | ||||||||||||||
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% | 8% | 8% | 8% | |||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 90% | 90% | |||||||||||||
Maturity date | May 07, 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% | 80% | |||||||||||||
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 | $ 0 | |||||||||||||
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% | ||||||||||||||
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% | 8% | |||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 90% | ||||||||||||||
Maturity date | Apr. 30, 2022 | Jan. 01, 2019 | |||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 80% | ||||||||||||||
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 | 0 | |||||||||||||
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% | 8% | |||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 80% | ||||||||||||||
Maturity date | Apr. 30, 2022 | Oct. 12, 2022 | |||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 70% | ||||||||||||||
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 | 0 | |||||||||||||
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% | 8% | 8% | ||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 80% | ||||||||||||||
Maturity date | May 03, 2022 | Oct. 21, 2022 | |||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 70% | 70% | |||||||||||||
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 | 0 | |||||||||||||
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% | 8% | 8% | ||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 80% | ||||||||||||||
Maturity date | May 03, 2022 | Nov. 16, 2022 | |||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 70% | 70% | |||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | $ 5,000 | |||||||||||||
Accrued Interest | 18 | 0 | |||||||||||||
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% | ||||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 70% | ||||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | ||||||||||||||
Accrued Interest | 527 | 0 | |||||||||||||
Proceeds from related party debt | $ 12,177 | ||||||||||||||
Valuation amount | 22,500 | ||||||||||||||
Debt issuance costs | 71 | ||||||||||||||
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% | ||||||||||||||
Maturity date | Jul. 27, 2021 | ||||||||||||||
Percentage Of Increase IN Interest Rate If Principal And Interest Not Been Paid By Maturity Date | 5% | ||||||||||||||
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% | ||||||||||||||
Percentage Of Debt Conversion Price Equal To Price Per Share Paid By The Other Cash Purchasers In The Future Financing | 70% | ||||||||||||||
Debt Instrument Conversion Price Equal To Percentage Of IPO Price | 70% | ||||||||||||||
Minimum Threshold Amount Of Capital Stock Financing Required For Conversion Of Convertible Instrument | $ 5,000 | ||||||||||||||
Accrued Interest | $ 11 | $ 0 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee Disclosure [Abstract] | ||
Operating lease right-of-use assets | $ 873 | $ 1,084 |
Operating lease liability, current | (228) | (202) |
Operating lease liability, noncurrent | (683) | (911) |
Total operating lease liabilities | $ (911) | $ (1,113) |
Leases - Summary of Future Matu
Leases - Summary of Future Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | ||
2023 | $ 293 | |
2024 | 301 | |
2025 | 310 | |
2026 | 144 | |
Total lease payments | 1,048 | |
Less: imputed interest | (137) | |
Present value of operating lease liabilities | 911 | $ 1,113 |
Cash paid for operating leases | $ 284 | $ 128 |
Remaining lease term - operating leases (in years) | 3 years 6 months | |
Average discount rate - operating leases | 8% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Operating lease, Expiration, Month and Year | 2026-06 | ||
General and Administrative Expense [Member] | |||
Operating lease costs | $ 292 | $ 158 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | 48 Months Ended | |||||||||||||
Apr. 29, 2022 USD ($) $ / shares shares | Oct. 28, 2021 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) yr $ / shares shares | Oct. 31, 2021 shares | May 31, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 USD ($) yr $ / shares shares | Dec. 31, 2015 USD ($) $ / shares shares | Apr. 26, 2022 $ / shares shares | Apr. 25, 2022 shares | Feb. 28, 2022 shares | Aug. 31, 2021 shares | Jul. 31, 2021 shares | Apr. 30, 2021 shares | Feb. 18, 2014 $ / shares shares | |
Common stock, Shares authorized | 10,487,904 | 130,000,000 | 10,487,904 | 130,000,000 | 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 remaining period for recognition | 2 years 3 months 18 days | |||||||||||||||
Stock issued during period, shares, issued for services to consultant | 85,739 | |||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 0 | |||||||||||||||
Share Based Compensation Arrangement Grants In Period Weighted Average Grant Date Fair Value | $ / shares | $ 1.29 | $ 1.47 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 87 | |||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 9,389 | |||||||||||||||
Representative [Member] | Other [Member] | ||||||||||||||||
Ownership Percentage | 3% | |||||||||||||||
IPO [Member] | ||||||||||||||||
Common stock, Par or stated value per share | $ / shares | $ 0.001 | |||||||||||||||
Common stock shares subscribed but unissued | 3,200,000 | |||||||||||||||
Sale of stock, price per share | $ / shares | $ 5 | $ 5 | ||||||||||||||
Net proceeds from the IPO after deducting expenses | $ | $ 13,800 | |||||||||||||||
Common Stock Warrants [Member] | Consultant [Member] | ||||||||||||||||
Class of warrant or right, number of common stock called by warrants or rights | 96,000 | 25,000 | ||||||||||||||
Class of warrants or rights exercise price | $ / shares | $ 5 | $ 5.2 | ||||||||||||||
Class of warrants of rights grant date fair value of warrants | $ / shares | $ 2.75 | $ 2.3 | ||||||||||||||
Deferred costs associated with warrants | $ | $ 264 | $ 58 | ||||||||||||||
Common Stock Warrants [Member] | Consultant [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | yr | 5 | 5 | ||||||||||||||
Common Stock Warrants [Member] | Consultant [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 62.55 | 51.88 | ||||||||||||||
Common Stock Warrants [Member] | Consultant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | ||||||||||||||
Common Stock Warrants [Member] | Consultant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.92 | 0.3 | ||||||||||||||
Conversion of Convertible Notes to Common Stock [Member] | ||||||||||||||||
Number of shares issued during the period on conversion of convertible notes | 3,955,415 | |||||||||||||||
Conversion of Series A and Series B Preferred Stock to Common Stock [Member] | ||||||||||||||||
Conversion of stock, Shares issued | 2,693,342 | |||||||||||||||
Two Thousand And Twelve Plan [Member] | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 737,516 | 662,516 | ||||||||||||||
Two Thousand and Twenty Two Equity Incentive Plan [Member] | ||||||||||||||||
Share based compensation by share based payment award 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% | |||||||||||||||
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] | ||||||||||||||||
Stock issued during period, Shares, New issues | 3,200,000 | |||||||||||||||
Stock issued during period, shares, issued for services to consultant | 398,090 | 159,954 | ||||||||||||||
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 | |||||||||||||||
Noncontrolling Interest [Member] | Conversion of Series A and Series B Preferred Stock to Common Stock [Member] | ||||||||||||||||
Conversion of stock, Shares issued | 1,172,346 | 1,172,346 | ||||||||||||||
TTAG [Member] | ||||||||||||||||
Carrying value of the non controlling interest | $ | 0 | |||||||||||||||
Shares Subject To Anti Dilution Protection [Member] | ||||||||||||||||
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 | |||||||||||||||
Shares Subject To Anti Dilution Protection [Member] | Other [Member] | ||||||||||||||||
Ownership Percentage | 24% | |||||||||||||||
Exchange Agreement [Member] | ||||||||||||||||
Gain loss on agreement | $ | $ 0 | |||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||
Class of warrant or right, number of common stock called by warrants or rights | 96,000 | |||||||||||||||
Class of warrants or rights exercise price | $ / shares | $ 5 | |||||||||||||||
Amended and Restated Exclusive Sales Representative Agreement [Member] | Representative [Member] | ||||||||||||||||
Stock issued during period, Shares, New issues | 312,351 | 44,447 | 53,757 | |||||||||||||
Amended and Restated Exclusive Sales Representative Agreement [Member] | Representative [Member] | Other [Member] | ||||||||||||||||
Ownership Percentage | 3% | |||||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||||
Temporary equity, Shares authorized | 3,297,061 | 20,000,000 | 2,460,802 | 2,099,525 | ||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Temporary equity, Shares authorized | 4,500,000 | 2,805,839 | 1,798,905 | |||||||||||||
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 | |||||||||||||||
Conversion of stock, Shares issued | 2,550,763 | |||||||||||||||
Series A Convertible Preferred Stock [Member] | Exchange Agreement [Member] | Shares Converted By TTAG s Minority Shareholder For Company Shares [Member] | Other [Member] | ||||||||||||||||
Ownership Percentage | 24% | |||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||
Temporary equity, Shares authorized | 491,222 | 491,222 | ||||||||||||||
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 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Temporary equity, Shares authorized | 4,500,000 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Temporary equity, Shares authorized | 491,222 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Share Based Compensation Arrangements By Share Based Payment Award (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs) [Member] | |||
Number of Outstanding Restricted Stock Units (Beginning Balance) | 0 | 0 | |
Number of Outstanding Restricted Stock Units Granted | 1,318,530 | 0 | |
Number of Outstanding Restricted Stock Units Forfeited | 0 | ||
Number of Outstanding Restricted Stock Units (Ending Balance) | 1,318,530 | 0 | 0 |
Weighted-average Grant Date Fair Value per Share Granted | $ 7.93 | ||
Weighted-average Grant Date Fair Value per Share (Ending Balance) | $ 7.93 | ||
Share-based Payment Arrangement, Option [Member] | |||
Number of Shares Subject to Outstanding Stock Options (Beginning Balance) | 727,394 | 90,991 | |
Number of Shares Subject to Outstanding Stock Options Granted | 171,450 | 658,903 | |
Number of Shares Subject to Outstanding Stock Options Canceled/forfeited/expired | (22,500) | ||
Number of Shares Subject to Outstanding Stock Options Outstanding (Ending Balance) | 898,844 | 727,394 | 90,991 |
Number of Shares Options Exercisable | 456,874 | ||
Weighted Average Exercise Price Per Share Outstanding (Beginning Balance) | $ 5.32 | $ 0.62 | |
Weighted Average Exercise Price Per Share Granted | 2.3 | 5.96 | |
Weighted Average Exercise Price Per Share Canceled/forfeited/expired | 5.2 | ||
Weighted Average Exercise Price Per Share Outstanding (Ending Balance) | 4.74 | $ 5.32 | $ 0.62 |
Weighted Average Exercise Price Per Share Options Exercisable | $ 4.89 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 1 month 6 days | 7 years 1 month 13 days | 4 years 11 months 4 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 4 months 2 days |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected volatility | 57.68% | 52.35% |
Dividend yield | 0% | 0% |
Risk-free interest rate | 3.34% | 0.99% |
Expected term in years | 5 years 10 months 6 days | 5 years 9 months 3 days |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 2,897 | $ 377 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | 995 | 65 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | 117 | 30 |
General, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 1,785 | $ 282 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2023 | Oct. 06, 2022 | Apr. 29, 2022 | Sep. 02, 2021 | Oct. 31, 2021 | May 31, 2021 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Other Commitments [Line Items] | ||||||||||
Sales and marketing expense | $ 7,833,000 | $ 2,141,000 | ||||||||
Stock issued during period value new issues | 13,765,000 | |||||||||
Key Medical [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Litigation Settlement | $ 1,200,000 | |||||||||
Representative [Member] | Other [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Ownership Percentage | 3% | |||||||||
Representative [Member] | Convertible Notes Payable [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Debt instrument principal amount | $ 50,000 | |||||||||
Khalid Mentak [Member] | Arbitration Claim [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Loss Contingency, Damages Sought, Value | $ 3,000,000 | |||||||||
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 | $ 500,000 | |||||||||
Stock issued during period shares new issues | 312,351 | 44,447 | 53,757 | |||||||
Sales and marketing expense | $ 880,000 | |||||||||
Stock issued during period value new issues | $ 333,000 | |||||||||
Minimum representative bonus payable | $ 6,000,000 | |||||||||
Amended and Restated Exclusive Sales Representative Agreement [Member] | Representative [Member] | Other [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Ownership Percentage | 3% | |||||||||
Termination Agreement [Member] | Representative [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Payment to representative as per agreement | $ 1,000,000 | 1,000,000 | ||||||||
As per agreement value agreed to pay the representative per month | $ 85,000 | $ 85,000 | ||||||||
Fair value discount rate | 15.40% | |||||||||
Fair value analysis charge | $ 2,611,000 | |||||||||
Percentage of net sales of the product sold agreed to pay the representative | 20% | |||||||||
Percentage of commission to net sales agreed to pay the representative until aggregate amount paid | 10% | |||||||||
Value of commission agreed to pay as per agreement | $ 3,600,000 | |||||||||
As per agreement value to pay the representative in the event of acquisition net of previous amount paid | $ 3,600,000 | |||||||||
Ultimately Expects To Expense Amount | $ 3,600,000 | |||||||||
Termination Agreement [Member] | Representative [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Growth rates of fair value of liability | 25% | |||||||||
Dissolution rate of fair value of liability | 10% | |||||||||
Consulting Agreement [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Term of agreement | October 6, 2022, until October 05, 2023 | |||||||||
Additional term of agreement by mutual agreement of the parties in writing | 1 year | |||||||||
Consulting Agreement [Member] | Representative [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Consulting fee per year payable in monthly installments | $ 700,000 | |||||||||
Additional compensation payable per quarter | $ 62,500 |
Commitments and Contingencies_3
Commitments and Contingencies - (Details) - Representative [Member] - Termination Agreement [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disclosure Of Reconciliation Of Liability [Line Items] | |
Balance at January 1, 2022 | $ 0 |
Amount recorded upon signing of Termination Agreement | 2,611 |
Amounts paid during 2022 | (56) |
Accretion | 5 |
Balance at December 31, 2022 | $ 2,560 |
Concentrations of Risk - Additi
Concentrations of Risk - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Switzerland, Francs [Member] | Net Assets, Geographic Area [Member] | ||
Concentration Risk [Line Items] | ||
Net assets | $ 8 | $ 21 |
Income Taxes - Summary Of Loss
Income Taxes - Summary Of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (18,886) | $ (7,012) |
International | (30) | (67) |
Loss before income taxes | $ (18,916) | $ (7,079) |
Income Taxes - Summary Of Curre
Income Taxes - Summary Of Current Income Tax Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 1 | 1 |
Foreign | 0 | 1 |
Total income tax expense | $ 1 | $ 2 |
Income Taxes - Summary Of Net D
Income Taxes - Summary Of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 7,001 | $ 2,642 |
Credit carryforwards | 109 | 48 |
Accruals and reserves | 126 | 242 |
Stock-based compensation | 843 | 109 |
Intangibles | 244 | 265 |
Operating lease liability | 254 | 310 |
Capitalized research and development | 274 | 0 |
Total deferred tax assets | 8,851 | 3,616 |
Valuation allowance | (8,564) | (3,315) |
Net deferred tax assets | 287 | 301 |
Deferred tax liabilities: | ||
Fixed assets | (44) | 0 |
Operating lease right of use | (243) | (301) |
Total deferred tax liabilities | (287) | (301) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (7.00%) | (7.00%) |
Non-deductible differences | 1% | 2% |
Change in valuation allowance | 27% | 26% |
Provision for taxes | 0% | 0% |
Income Taxes - Summary Of Chang
Income Taxes - Summary Of Changes In Gross Amount Of Recognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, beginning of year | $ 0 | $ 0 |
Increases related to prior year tax positions | 12 | 0 |
Decreases related to prior year tax positions | 0 | 0 |
Increases related to current year tax positions | 26 | 0 |
Unrecognized tax benefits, end of year | $ 38 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | ||
Deferred tax assets operating loss carryforwards domestic | $ 23,237 | |
Deferred tax assets net operating loss carryforwards domestic | 222 | |
Deferred tax assets operating loss carryforwards state and local | 24,146 | |
Deferred tax assets, operating loss carryforwards, foreign | 1,896 | |
Deferred tax assets, tax credit carryforwards domestic | $ 114 | |
Operating Loss Carryforwards Expiration Year | 2041 years | |
Credit carryforwards | $ 109 | $ 48 |
CA [Member] | ||
Income Tax [Line Items] | ||
Credit carryforwards | 41 | |
2017 [Member] | ||
Income Tax [Line Items] | ||
Deferred tax assets operating loss carryforwards domestic | $ 23,015 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 28, 2021 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Revenues | $ 691 | $ 160 | |||
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 | 574 | 42 | |||
Due to Related Parties | $ 0 | $ 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 |