Cover Page
Cover Page | 12 Months Ended |
Dec. 29, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | HELIUS MEDICAL TECHNOLOGIES, INC. |
Entity Central Index Key | 0001610853 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash | $ 2,680 | $ 5,459 | $ 25,583 |
Accounts receivable, net | 80 | 210 | 177 |
Other receivables | 138 | 364 | 98 |
Inventory, net | 572 | 598 | 392 |
Prepaid expenses | 666 | 610 | 447 |
Other current assets | 264 | ||
Total current assets | 4,136 | 7,241 | 26,961 |
Property and equipment, net | 463 | 712 | 554 |
Other assets | |||
Goodwill | 725 | 1,242 | |
Intangible assets, net | 579 | 582 | |
Operating lease right-of-use asset, net | 105 | 552 | |
Non-current receivables | 294 | ||
Other assets | 18 | 18 | 18 |
Total other assets | 1,427 | 2,394 | 312 |
TOTAL ASSETS | 6,026 | 10,347 | 27,827 |
Current liabilities | |||
Accounts payable | 720 | 1,676 | 2,392 |
Accrued liabilities | 1,399 | 1,519 | 1,812 |
Operating lease liability | 107 | 172 | |
Derivative financial instruments | 5 | 13,769 | |
Deferred revenue | 339 | 430 | |
Total current liabilities | 2,565 | 3,802 | 17,973 |
Non-current liabilities | |||
Operating lease liability | 47 | 465 | |
Deferred revenue | 217 | 245 | |
TOTAL LIABILITIES | 2,829 | 4,512 | 17,973 |
Commitments and contingencies (Note 6) | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2020 and December 31, 2019 | |||
Class A common stock, $0.001 par value; 150,000,000 shares authorized; 45,354,612 and 30,718,554 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 45 | 31 | 26 |
Additional paid-in capital | 120,213 | 111,479 | 105,411 |
Accumulated other comprehensive loss | (693) | (902) | (591) |
Accumulated deficit | (116,368) | (104,773) | (94,992) |
TOTAL STOCKHOLDERS' EQUITY | 3,197 | 5,835 | 9,854 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 6,026 | $ 10,347 | $ 27,827 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Preferred stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 45,354,612 | 30,718,554 | 25,827,860 |
Common Stock, Shares, Outstanding | 45,354,612 | 30,718,554 | 25,827,860 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||||
Total operating revenue | $ 470 | $ 1,344 | $ 1,496 | $ 478 |
Cost of sales: | ||||
Cost of product sales | $ 187 | $ 538 | $ 846 | |
Type of Cost, Good or Service [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Gross profit | $ 283 | $ 806 | $ 650 | $ 478 |
Operating expenses: | ||||
Research and development | 3,755 | 6,462 | 8,061 | 9,939 |
Selling, general and administrative | 7,625 | 12,715 | 16,521 | 17,214 |
Amortization expense | 287 | 0 | 64 | |
Total operating expenses | 11,667 | 19,177 | 24,646 | 27,153 |
Operating loss | (11,384) | (18,371) | (23,996) | (26,675) |
Other income (expense): | ||||
Other income | 63 | 35 | 95 | 63 |
Change in fair value of derivative financial instruments | 4 | 14,033 | 14,113 | (3,577) |
Foreign exchange gain (loss) | (278) | (147) | 7 | 1,566 |
Total other income (expense) | (211) | 13,921 | 14,215 | (1,948) |
Net loss | (11,595) | (4,450) | (9,781) | (28,623) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | 209 | (168) | (311) | (638) |
Comprehensive loss | $ (11,386) | $ (4,618) | $ (10,092) | $ (29,261) |
Net loss per share | ||||
Basic | $ (0.30) | $ (0.17) | $ (0.37) | $ (1.26) |
Diluted | $ (0.30) | $ (0.17) | $ (0.37) | $ (1.26) |
Weighted average shares outstanding | ||||
Basic | 39,187,370 | 25,869,039 | 26,352,642 | 22,786,192 |
Diluted | 39,187,370 | 25,869,039 | 26,352,642 | 22,786,192 |
Product Sales | ||||
Revenue: | ||||
Total operating revenue | $ 441 | $ 1,295 | $ 1,454 | |
Fee Revenue | ||||
Revenue: | ||||
Total operating revenue | 9 | 49 | 37 | |
License Revenue | ||||
Revenue: | ||||
Total operating revenue | $ 20 | $ 0 | $ 5 | $ 478 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | March 2020 Offering | April 2018 Offering | November 2018 Offering | April 2016 Offering | November 2019 Offering | Common Stock $0.001 par value | Common Stock $0.001 par valueMarch 2020 Offering | Common Stock $0.001 par valueNovember 2018 Offering | Common Stock $0.001 par valueNovember 2019 Offering | Common Stock | Common StockApril 2018 Offering | Additional Paid-In Capital | Additional Paid-In CapitalMarch 2020 Offering | Additional Paid-In CapitalNovember 2018 Offering | Additional Paid-In CapitalApril 2016 Offering | Additional Paid-In CapitalNovember 2019 Offering | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance at Dec. 31, 2017 | $ (7,490) | $ 52,230 | $ 6,602 | $ 47 | $ (66,369) | ||||||||||||||
Beginning Balance, Shares at Dec. 31, 2017 | 20,178,226 | ||||||||||||||||||
Proceeds from the exercise of stock options and warrants | 4,637 | $ 4,637 | |||||||||||||||||
Proceeds from exercise of stock options and warrants, Shares | 736,130 | ||||||||||||||||||
Proceeds from the issuance of common stock and accompanying warrants | 18,400 | $ 20,126 | $ 3 | $ 18,400 | $ 20,123 | ||||||||||||||
Proceeds from the issuance of common stock and accompanying warrants, Shares | 2,439,394 | 2,463,185 | |||||||||||||||||
Fair value of liability-classified warrants issued in connection with April 2018 Offering | $ (7,372) | $ (7,372) | |||||||||||||||||
Share issuance costs | $ (1,273) | (1,867) | $ (1,273) | (1,867) | |||||||||||||||
Reclassification of liability-classified warrants upon exercise | 3,748 | $ 3,748 | |||||||||||||||||
Settlement of vested restricted stock units, net of taxes | (2) | (2) | |||||||||||||||||
Settlement of vested restricted stock units, net of taxes, Shares | 705 | ||||||||||||||||||
Stock-based compensation expense | 1,047 | $ 849 | 1,047 | $ 849 | |||||||||||||||
Reclassification of exercised compensation stock options and warrants from additional paid-in capital | $ 110 | (110) | |||||||||||||||||
Reclassification of April 2016 compensation options and warrants from additional paid-in capital to derivative financial instruments due to change in functional currency | $ (1,586) | $ (1,586) | |||||||||||||||||
Reclassification of USD denominated warrants from derivative financial instruments to additional paid-in capital due to change in functional currency | 2,478 | 2,478 | |||||||||||||||||
Reclassification of equity-classified stock options to stock-based compensation liability due to change in functional currency | (4,182) | (4,182) | |||||||||||||||||
Reclassification from other current liabilities due to exercise of stock options | 32 | 32 | |||||||||||||||||
Reclassification of non-employee options recorded as derivative financial instruments due to modification of options | 1,206 | 1,206 | |||||||||||||||||
Reclassification of stock-based compensation due to modification of options | 10,338 | 10,338 | |||||||||||||||||
Reclassification upon change in corporate domicile | 0 | $ 23 | $ (70,512) | 70,489 | |||||||||||||||
Reclassification upon change in corporate domicile, shares | 23,378,246 | (23,378,246) | |||||||||||||||||
Proceeds from exercise of stock options | $ 26 | 26 | |||||||||||||||||
Proceeds from exercise of stock options, Shares | 98,500 | 10,220 | |||||||||||||||||
Foreign currency translation adjustments | $ (638) | (638) | |||||||||||||||||
Net loss | (28,623) | (28,623) | |||||||||||||||||
Ending Balance at Dec. 31, 2018 | 9,854 | $ 26 | 105,411 | (591) | (94,992) | ||||||||||||||
Ending Balance, Shares at Dec. 31, 2018 | 25,827,860 | ||||||||||||||||||
Proceeds from the exercise of stock options and warrants | 215 | 215 | |||||||||||||||||
Proceeds from exercise of stock options and warrants, Shares | 74,720 | ||||||||||||||||||
Settlement of vested restricted stock units, net of taxes | 0 | ||||||||||||||||||
Settlement of vested restricted stock units, net of taxes, Shares | 964 | ||||||||||||||||||
Stock-based compensation expense | 3,336 | 3,336 | |||||||||||||||||
Reclassification of derivative financial instruments from exercise of warrants | 35 | 35 | |||||||||||||||||
Foreign currency translation adjustments | (168) | (168) | |||||||||||||||||
Net loss | (4,450) | (4,450) | |||||||||||||||||
Ending Balance at Sep. 30, 2019 | 8,822 | $ 26 | 108,997 | (759) | (99,442) | ||||||||||||||
Ending Balance, Shares at Sep. 30, 2019 | 25,903,544 | ||||||||||||||||||
Beginning Balance at Dec. 31, 2018 | 9,854 | $ 26 | 105,411 | (591) | (94,992) | ||||||||||||||
Beginning Balance, Shares at Dec. 31, 2018 | 25,827,860 | ||||||||||||||||||
Proceeds from the exercise of stock options and warrants | 215 | 215 | |||||||||||||||||
Proceeds from exercise of stock options and warrants, Shares | 74,720 | ||||||||||||||||||
Proceeds from the issuance of common stock and accompanying warrants | $ 1,685 | $ 5 | $ 1,680 | ||||||||||||||||
Proceeds from the issuance of common stock and accompanying warrants, Shares | 4,815,010 | ||||||||||||||||||
Share issuance costs | $ (553) | $ (553) | |||||||||||||||||
Settlement of vested restricted stock units, net of taxes | 0 | ||||||||||||||||||
Settlement of vested restricted stock units, net of taxes, Shares | 964 | ||||||||||||||||||
Stock-based compensation expense | 4,691 | 4,691 | |||||||||||||||||
Reclassification of derivative financial instruments from exercise of warrants | $ 35 | 35 | |||||||||||||||||
Proceeds from exercise of stock options, Shares | 520,000 | ||||||||||||||||||
Foreign currency translation adjustments | $ (311) | (311) | |||||||||||||||||
Net loss | (9,781) | (9,781) | |||||||||||||||||
Ending Balance at Dec. 31, 2019 | 5,835 | $ 31 | 111,479 | (902) | (104,773) | ||||||||||||||
Ending Balance, Shares at Dec. 31, 2019 | 30,718,554 | ||||||||||||||||||
Proceeds from the issuance of common stock and accompanying warrants | 5,043 | $ 1,348 | $ 8 | $ 6 | 5,035 | $ 1,342 | |||||||||||||
Proceeds from the issuance of common stock and accompanying warrants, Shares | 8,138,808 | 6,257,144 | |||||||||||||||||
Share issuance costs | (506) | (506) | |||||||||||||||||
Warrant issuance from the March 2020 Offering | $ 842 | $ 842 | |||||||||||||||||
Settlement of vested restricted stock units, net of taxes | 0 | ||||||||||||||||||
Settlement of vested restricted stock units, net of taxes, Shares | 240,106 | ||||||||||||||||||
Stock-based compensation expense | 2,021 | 2,021 | |||||||||||||||||
Foreign currency translation adjustments | 209 | 209 | |||||||||||||||||
Net loss | (11,595) | (11,595) | |||||||||||||||||
Ending Balance at Sep. 30, 2020 | $ 3,197 | $ 45 | $ 120,213 | $ (693) | $ (116,368) | ||||||||||||||
Ending Balance, Shares at Sep. 30, 2020 | 45,354,612 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||||
Net loss | $ (11,595) | $ (4,450) | $ (9,781) | $ (28,623) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivative financial instruments | (4) | (14,033) | (14,113) | 3,577 |
Stock-based compensation expense | 2,021 | 3,336 | 4,691 | 8,095 |
Unrealized foreign exchange loss | 245 | 211 | 70 | (1,711) |
Depreciation expense | 92 | 89 | 127 | 59 |
Amortization expense | 287 | 64 | ||
Provision for doubtful accounts | 160 | 220 | ||
Intangible asset impairment | 182 | |||
Loss from disposal of property and equipment | 110 | |||
Gain on lease modification | (56) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (30) | (380) | (438) | (259) |
Other receivables | 226 | (123) | (278) | 394 |
Inventory | 26 | (897) | (206) | (392) |
Prepaid expenses | (56) | 285 | (163) | (95) |
Other current assets | 264 | 264 | (264) | |
Operating lease liability | 20 | (9) | (13) | |
Accounts payable | (956) | (678) | (1,116) | (1,087) |
Accrued liabilities | (120) | (75) | (327) | 685 |
Deferred revenue | (119) | |||
Net cash used in operating activities | (9,567) | (16,460) | (20,999) | (19,621) |
Cash flows from investing activities | ||||
Purchase of property and equipment | (14) | (260) | (278) | (440) |
Proceeds from sale of property and equipment | 61 | |||
Internally developed software | (7) | (75) | ||
Business acquisitions, net of cash acquired | (416) | |||
Net cash provided by (used in) investing activities | 40 | (260) | (769) | (440) |
Cash flows from financing activities | ||||
Proceeds from the issuances of common stock and warrants | 7,233 | 1,685 | 38,526 | |
Share issuance costs | (506) | (52) | (247) | (3,161) |
Proceeds from the exercise of stock options and warrants | 215 | 215 | 4,663 | |
Proceeds from Paycheck Protection Program Loan | 323 | |||
Repayment of Paycheck Protection Program Loan | (323) | |||
Net cash provided by financing activities | 6,727 | 163 | 1,653 | 40,028 |
Effect of foreign exchange rate changes on cash | 21 | (7) | (9) | 54 |
Net decrease in cash | (2,779) | (16,564) | (20,124) | 20,021 |
Cash at beginning of period | 5,459 | 25,583 | 25,583 | 5,562 |
Cash at end of period | $ 2,680 | $ 9,019 | 5,459 | 25,583 |
Supplemental schedule of non-cash investing and financing activities | ||||
Share issuance costs included in accounts payable and accrued liabilities | 358 | $ 52 | ||
Reclassification of derivative instruments from warrant exercise | 35 | |||
Noncash items related to Heuro acquisition | $ 1,227 |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business | 1. DESCRIPTION OF BUSINESS Helius Medical Technologies, Inc. (“we” or the “Company”), is a neurotech company focused on neurological wellness. The Company’s purpose is to develop, license or acquire unique and non-invasive The Company’s first product, known as the Portable Neuromodulation Stimulator (“PoNS TM non-implantable mild-to-moderate TM ™ The Company was incorporated in British Columbia, Canada on March 13, 2014. On May 28, 2014, we were reincorporated from British Columbia to the State of Wyoming, and on July 20, 2018, we were reincorporated from the State of Wyoming to the State of Delaware. We are headquartered in Newtown, Pennsylvania. On December 21, 2018, the Company’s wholly owned subsidiary, NeuroHabilitation Corporation, changed its name to Helius Medical, Inc (“HMI”). On January 31, 2019, the Company formed another wholly owned subsidiary, Helius NeuroRehab, Inc., (“HNR”), a Delaware corporation. On October 10, 2019, the Company formed Helius Canada Acquisition Ltd. (“HCA”), a company incorporated under the federal laws of Canada and a wholly owned subsidiary of Helius Medical Technologies (Canada), Inc. (“HMC”), a company incorporated under the federal laws of Canada, which acquired Heuro Canada, Inc. (“Heuro”) from Health Tech Connex Inc. (“HTC”) on October 30, 2019. Going Concern Uncertainty As of September 30, 2020, the Company had cash of $2.7 million. For the nine months ended September 30, 2020, the Company had an operating loss of $11.4 million, and as of September 30, 2020, its accumulated deficit was $116.4 million. For the nine months ended September 30, 2020, the Company had $0.5 million of revenue from the commercial sale of products or services. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors indicate substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are filed. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business; no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. The Company intends to fund ongoing activities by utilizing its current cash on hand, cash received from the sale of its PoNS ™ Risks and Uncertainties COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) COVID-19 COVID-19 COVID-19, COVID-19 re-opened, COVID-19, COVID-19 COVID-19 COVID-19 The extent to which the COVID-19 COVID-19 Nasdaq Delisting On March 23, 2020, the Company received a letter (the “Notice”) from the Listing Qualifications staff of Nasdaq indicating that, based on the closing bid price of the Company’s Class A common stock (the “common stock”) for the 30 consecutive business days preceding the Notice, the Company no longer meets the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice did not result in the immediate delisting of the Company’s common stock from Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days in which to regain compliance. On April 17, 2020, the Company received a second letter (the “Second Notice”) for the Listing Qualifications staff of Nasdaq stating that the 180-day COVID-19. On December 4, 2020, the Company received notice from the Listing Qualifications staff of Nasdaq indicating that the Company was not eligible for an additional 180 day extension to meet the Minimum Bid Price Requirement. As a result, the Staff determined that the Company’s securities would be subject to delisting unless the Company timely requests a hearing before the Panel. The Company timely submitted a request for a hearing before the Panel, which request stayed any suspension or delisting action by Nasdaq at least until the hearing process concludes and an extension granted by the Panel expires. An oral hearing has been scheduled for early 2021 (See Note 8). | 1. DESCRIPTION OF BUSINESS Helius Medical Technologies, Inc. (the “Company”), is neurotech company focused on neurological wellness. The Company’s purpose is to develop, license and acquire unique and non-invasive The Company’s first product, known as the Portable Neuromodulation Stimulator (“PoNS TM mild-to-moderate TM ™ On December 21, 2018, the Company’s wholly owned subsidiary, NeuroHabilitation Corporation, changed its name to Helius Medical, Inc (“HMI”). On January 31, 2019, the Company formed another wholly owned subsidiary, Helius NeuroRehab, Inc., (“HNR”), a Delaware corporation, which will operate a commercial site for the delivery of PoNS Treatment to patients with balance and gait disorders upon FDA clearance . The Company’s wholly owned subsidiaries are comprised of HMI, HMC, HCA and HNR. The Company was incorporated in British Columbia, Canada, on March 13, 2014. On May 28, 2014, the Company completed a continuation via a plan of arrangement whereby the Company moved from being a corporation governed by the British Columbia Corporations Act to a corporation governed by the Wyoming Business Corporations Act. On July 20, 2018, the Company completed its reincorporation from Wyoming to the state of Delaware. The Company is headquartered in Newtown, Pennsylvania. The Company’s Class A common stock, par value $0.001 per share (“common stock”) is listed on the Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”). The common stock began trading on the Canadian Securities Exchange on June 23, 2014, under the ticker symbol “HSM” and the trading was subsequently transferred to the TSX on April 18, 2016. On April 11, 2018, the common stock began trading on Nasdaq under the ticker symbol “HSDT” after having traded on the OTCQB in the United States under the ticker symbol “HSDT” since February 10, 2015. Reverse Stock Split Effective after the close of business on January 22, 2018, the Company completed a 1-for-5 Going Concern Uncertainty As of December 31, 2019, the Company had cash of $5.5 million. For the year ended December 31, 2019, the Company incurred a net loss of $9.8 million and, as of December 31, 2019, its accumulated deficit was $104.8 million. For the year ended December 31, 2019, the Company had $1.5 million of revenue from the commercial sale of products or services. The Company expects to continue to incur operating losses and net cash outflows until it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements are filed. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The Company intends to fund ongoing activities by utilizing its current cash on hand, cash received from the sale of its PoNS device in Canada and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019, included in its Annual Report on Form 10-K Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the fair value pricing model for stock-based compensation, derivative financial instruments and deferred income tax asset valuation allowance. Financial statements include estimates which, by their nature, are uncertain. Actual outcomes could differ from these estimates. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation , Concentrations of Credit Risk The Company is subject to credit risk with respect to its cash. Amounts invested in such instruments are limited by credit rating, maturity, industry group, investment type and issuer. The Company is not currently exposed to any significant concentrations of credit risk from these financial instruments. The Company seeks to maintain safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements and a competitive after-tax Receivables Accounts receivables are stated at their net realizable value. In determining the appropriate allowance for doubtful accounts, the Company considers a combination of factors, such as the aging of trade receivables, its customers’ financial strength, and payment history. Changes in these factors, among others, may lead to adjustments in the Company’s allowance for doubtful accounts. The calculation of the allowance required judgment by Company management. As of September 30, 2020, the Company’s accounts receivable of $0.1 million, is net of an allowance for doubtful accounts of $0.4 million and is the result of revenue from product sales. As of December 31, 2019, the Company’s accounts receivable of $0.2 million, is net of an allowance for doubtful accounts of $0.2 million and is the result of revenue from product sales. Other receivables as of September 30, 2020 and December 31, 2019 included refunds from research and development (“R&D”) tax credits of $21 thousand and $0.2 million, respectively, and Goods and Services Tax (“GST”) and Quebec Sales Tax (“QST”) refunds of $0.1 million and $0.1 million, respectively, related to the Company’s Canadian expenditures. Inventory The Company’s inventory consists of raw materials, work in progress and finished goods of the PoNS device. Inventory is stated at the lower of cost (average cost method) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made if required. The Company calculates provisions for excess inventory based on inventory on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves. Inventory markdowns to net realizable value of $2 thousand was As of September 30, 2020 and December 31, 2019, inventory consisted of the following (amounts in thousands): As of As of Raw materials $ 159 $ 144 Work-in-process 446 375 Finished goods 19 129 Inventory $ 624 $ 648 Inventory reserve (52 ) (50 ) Total inventory, net of reserve $ 572 $ 598 Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of the Company’s leasehold improvements is over the shorter of its lease term or useful life of 5 years; the estimated useful life for the Company’s furniture and fixtures is 7 years; and equipment has an estimated useful life of 15 years, while computer software and hardware has an estimated useful life of 3 to 5 years. As of September 30, 2020 and December 31, 2019, property and equipment consisted of the following (amounts in thousands): As of As of Leasehold improvement $ 64 $ 182 Furniture and fixtures 93 247 Equipment 300 286 Computer software and hardware 182 182 Property and equipment 639 897 Less accumulated depreciation (176 ) (185 ) Property and equipment, net $ 463 $ 712 Depreciation expense was $92 thousand During the nine months ended September 30, 2020, the Company sold furniture and fixtures with a net book value of $118 thousand for $61 thousand. Additionally, the Company abandoned leasehold improvements with a net book value of $53 thousand. The loss on the disposal of the furniture and fixtures and leasehold improvements of $110 thousand was recorded as selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Business Combinations Transactions in which the Company obtains control of a business are accounted for according to the acquisition method as described in FASB ASC 805 – Business Combinations. The assets acquired and liabilities assumed are recognized and measured at their fair values as of the date control is obtained. Acquisition related costs in connection with a business combination are expensed as incurred. Contingent consideration is recognized and measured at fair value at the acquisition date and until paid re-measured On October 30, 2019, the Company and HTC entered into a Share Purchase Agreement (the “SPA”) whereby the Company, through its wholly owned subsidiary, acquired Heuro from HTC. Under the terms of the SPA, total consideration of approximately CAD$2.1 million (USD$1.6 million) was transferred to HTC, which included (1) cash of CAD$0.5 million (USD$0.4 million), (2) delivery of 55 PoNS devices for which the fair value was determined to be CAD$0.5 million (USD$0.4 million), (3) the forgiveness of CAD$750 thousand (USD$0.5 million) receivable from the September 2018 strategic alliance agreement and (4) the exclusivity rights granted to HTC in the Co-Promotion The acquisition related costs were $0.1 million and were accounted for as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019. The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019: October 30, 2019 Fair Value Assets: Cash and cash equivalents $ 1 Other receivables 19 Fixed assets 7 Intangibles 1,053 Goodwill 737 Total assets $ 1,817 Liabilities: Accounts payable $ 186 Other current liabilities 9 Total liabilities $ 195 Net assets acquired $ 1,622 The fair values assigned to identifiable intangible assets assumed were based on management’s estimates and assumptions as of such date and are considered finalized. The Company recorded measurement adjustments of $0.4 million during the nine months ended September 30, 2020, all of which was recorded during the first quarter of 2020. The recorded adjustments related to the recognition of reacquired exclusivity rights. Acquired intangibles consisted of customer relationships, proprietary technology and reacquired rights. The remaining useful life at acquisition was 1.25 years, 5 years and 3.87 years, respectively, and the acquired intangibles are amortized using the straight-line method. Factors considered by the Company in determination of goodwill include synergies, strategic fit and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. The recognized goodwill of $0.7 million is not expected to be deductible for tax purposes. The fair value of 55 PoNS devices which we agreed to transfer to HTC pursuant to the SPA in the amount of CAD$0.5 million will be recognized as revenue within the consolidated statements of operations and comprehensive loss once control has been transferred in accordance with ASC 606. As of December 31, 2019, the control had not been transferred resulting in the fair value being recorded as deferred revenue on the condensed consolidated balance sheet. As of September 30, 2020, the control of 11 devices had been transferred resulting in recognition of revenue for these devices. The fair value of the remaining 44 devices is still recorded as deferred revenue on the condensed consolidated balance sheet. In connection with the SPA, on October 30, 2019, the Company entered into a Clinical Research and Co-Promotion “Co-Promotion TM co-promotion Co-Promotion Co-Promotion ten-year Goodwill and Other Intangible Assets Goodwill represents the excess of purchase Goodwill is allocated to and evaluated for impairment at the Company’s one identified reporting unit. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect not to perform the qualitative assessment for its reporting unit and perform the quantitative impairment test. The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the estimated fair value of the reporting unit. If the estimated fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess of the carrying value over the estimated fair value is recorded as an impairment loss, the amount of which is not to exceed the total amount of goodwill allocated to the reporting unit. The COVID-19 COVID-19 The following is a summary of the activity for the nine month period ended September 30, 2020 for goodwill: Goodwill 2020 Carrying amount at beginning of period $ 1,242 Business acquisition fair value allocation adjustment (454 ) Foreign currency translation (63 ) Carrying amount at end of period $ 725 Definite-lived intangibles consist principally of acquired customer relationships, proprietary software and reacquired rights as well as internally developed software. All are amortized straight-line over their estimated useful lives. Amortization expense related to intangible assets was $0.3 million during the nine months ended September 30, 2020. No amortization expense related to intangible assets was recorded during the nine months ended September 30, 2019. The Company reviews long-lived assets, including definite-lived intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability is assessed for the carrying value of assets held for use based on a review of undiscounted projected cash flows. Impairment losses, where identified, are measured as the excess of the carrying value of the long-lived asset over its estimated fair value as determined by discounted projected cash flows. During the nine months ended September 30, 2020, the Company incurred an intangible asset impairment loss of $0.2 million related to the customer relationships, all of which was incurred during the first quarter of 2020, which is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations and comprehensive loss. Intangible assets as of September 30, 2020 and December 31, 2019 consist of the following: Useful Life As of September 30, 2020 As of December 31, 2019 Gross Accumulated Gross Accumulated Customer relationships 1.25 years $ 227 $ (191 ) $ 423 $ (55 ) Acquired proprietary software 5 years 143 (26 ) 148 (5 ) Reacquired rights 3.87 years 480 (113 ) — — Internally developed software 3 years 82 (23 ) 75 (4 ) Total intangible assets $ 932 $ (353 ) $ 646 $ (64 ) Amortization expense is anticipated to be as follows in future years: For the Year Ending December 31, 2020 (remaining 3 months) $ 73 2021 189 2022 176 2023 117 2024 24 $ 579 Leases On January 1, 2019, the Company adopted ASU No. 2016-02, Leases right-of-use The Company does not record an operating lease ROU asset and corresponding lease liability for leases with an initial term of twelve months or less and recognizes lease expense for these leases as incurred over the lease term. The Company had only one operating lease, which was for its headquarters office in Newtown, Pennsylvania upon the adoption date. As of September 30, 2020, the Company has not entered into any additional lease arrangements, but did modify the existing lease arrangement. Operating lease ROU assets and operating lease liabilities are recognized upon the adoption date based on the present value of lease payments over the lease term. The Company does not have a public credit rating and as such used a corporate yield with a “CCC” rating by S&P Capital IQ with a term commensurate with the term of its lease as its incremental borrowing rate in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease arrangement does not have lease and non-lease Foreign Currency The Company’s functional currency is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary non-monetary non-monetary The functional currency of HMC and HCA, the Company’s Canadian subsidiaries, is the CAD$ and the functional currency of HMI and HNR is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s condensed consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange (loss) gain, as a component of comprehensive loss, within the condensed consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method. Compensation cost is not adjusted for estimated forfeitures, but instead is adjusted upon an actual forfeiture of a stock option. The Company accounts for the granting of stock options to employees and non-employees paid-in paid-in In accordance with ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), non-employees non-employee The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company’s equity securities trades, (b) the currency in which the employee’s pay is denominated, or (c) the Company’s functional currency, are required to be classified as liabilities. Revenue Recognition In accordance with the FASB’s ASC 606, Revenue from Contracts with Customers (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied. Product Sales, net During the first half of 2019, product sales were derived from the sale of the PoNS device and certain support services including services from the use of the NeuroCatch TM Fee Revenue During the nine months ended September 30, 2020, the Company recognized $9 thousand of fee revenue related to engaging new neuroplasticity clinics to provide the PoNS Treatment. During the nine months ended September 30, 2019, the Company recognized $49 thousand of fee revenue associated with the Company’s agreement with HTC and Heuro that entitled the Company to 50% of the franchise fees collected by Heuro from each executed franchise agreement. As of September 30, 2020 and December 31, 2019, the Company had no contract assets or liabilities on its condensed consolidated balance sheets related to the supply agreements with each clinic. License Revenue The Company did not record any license revenue during the nine months ended September 30, 2019. As described above, the Company modified its arrangement with HTC on October 30, 2019. License revenue will be recognized ratably over the ten-year Co-Promotion Co-Promotion Cost of Sales Cost of product sales includes the cost to manufacture the PoNS device, royalty expenses, freight charges, customs duties, wages and salaries of employees involved in the management of the supply chain and logistics of fulfilling the Company’s sales orders and certain support services provided by Heuro on the Company’s behalf. Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has adopted the provisions of ASC 740 Income Taxes On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. We continue to examine the impact that the CARES Act may have on our business. Currently, we do not believe the CARES Act will have a material impact on our accounting for income taxes. Research and Development Expenses Research and development (“R&D”) expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, development and manufacturing of clinical trial devices and devices for manufacturing testing and materials and supplies as well as regulatory costs related to post market surveillance, quality assurance complaint handling and adverse event reporting. R&D costs are charged to operations when they are incurred. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying condensed consolidated financial statements in the aggregate in one reportable segment. Derivative Financial Instruments The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging re-measured re-measured The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the condensed consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder. Fair Value Measurements The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company’s financial instruments recorded in its condensed consolidated balance sheets consist primarily of cash, accounts receivable, other current receivables, operating lease ROU asset, accounts payable, accrued liabilities, operating lease liability and derivative financial instruments. The book values of these instruments, with the exception of derivative financial instruments, non-current non-current The Company’s derivative financial instruments are classified as Level 3 within the fair value hierarchy. Unobservable inputs used in the valuation of these financial instruments include volatility of the underlying share price and the expected term. See Note 3 for the inputs used in the Black-Scholes option pricing model as of September 30, 2020 and December 31, 2019 and the roll forward of the Company’s derivative financial instruments. The Company’s derivative financial instruments are comprised of warrants which are classified as liabilities. The following table summarizes the Company’s recurring fair value measurements for derivative financial instruments and stock-based compensation liability within the fair value hierarchy as of September 30, 2020 and December 31, 2019 (amounts in thousands): Fair Value Level 1 Level 2 Level 3 September 30, 2020 Liabilities: Derivative financial instruments $ — $ — $ — $ — December 31, 2019 Liabilities: Derivative financial instruments $ 5 $ — $ — $ 5 There were no transfers between any levels for any of the periods presented. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company’s assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. Due to the COVID-19 Basic and Diluted Loss per Share Earnings or loss per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands except shares and per share data): Nine Months Ended 2020 2019 Basic Numerator: Net loss $ (11,595 ) $ (4,450 ) Denominator: Weighted average common shares outstanding 39,187,370 25,869,039 Basic net loss per share $ (0.30 ) $ (0.17 ) Diluted Numerator: Net loss, basic $ (11,595 ) $ (4,450 ) Effect of dilutive securities — — Net loss, diluted $ (11,595 ) $ (4,450 ) Denominator: Weighted average common shares outstanding – basic 39,187,370 25,869,039 Potential common share issuances: Incremental dilutive shares from equity instruments (treasury stock method) — — Weighted average common shares outstanding 39,187,370 25,869,039 Diluted net loss per share $ (0.30 ) $ (0.17 ) The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the nine months ended September 30, 2020 and 2019 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock. Nine Months Ended 2020 2019 Stock options outstanding 3,929,944 3,629,288 RSUs 5,752 — Warrants outstanding 9,295,445 3,043,605 Total 13,231,141 6,672,893 Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates 2016-13. 2016-13 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In November 2018, FASB issued ASU 2018-18, ollaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s reporting currency is the U.S. Dollar (“USD$”). Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the valuation of the significant financing component associated with revenue, fair value-pricing model for stock-based compensation and derivative financial instruments. Financial statements include estimates, which, by their nature, are uncertain. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation , Concentrations of Credit Risk The Company is subject to credit risk with respect to its cash. Amounts invested in such instruments are limited by credit rating, maturity, industry group, investment type and issuer. The Company is not currently exposed to any significant concentrations of credit risk from these financial instruments. The Company seeks to maintain safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements and a competitive after-tax Receivables Accounts receivables are stated at their net realizable value. In determining the appropriate allowance for doubtful accounts, the Company considers a combination of factors, such as the aging of trade receivables, its customers’ financial strength, and payment history. Changes in these factors, among others, may lead to adjustments in the Company’s allowance for doubtful accounts. The calculation of the required allowance requires judgment by Company management. As of December 31, 2019, the Company’s accounts receivable of $0.4 million, is net of an allowance for doubtful accounts of $0.2 million and is the result of revenue from product sales. As of December 31, 2018, accounts receivable consisted primarily of amounts owed related to license revenue of approximately $0.5 million recognized in 2018 resulting from the Company’s arrangement with HTC and Heuro, of which $0.3 million was classified as a non-current Other receivables included refunds from research and development (“R&D”) tax credits of $0.2 million and Goods and Services Tax and Quebec Sales Tax refunds related to the Company’s Canadian expenditures of $0.1 million as of December 31, 2019. Other receivables included refunds from research and development (“R&D”) tax credits of $0.1 million as of December 31, 2018. Inventory The Company’s inventory consists of raw materials, work in progress and finished goods of the PoNS device. Inventory is stated at the lower of cost (average cost method) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made if required. The Company calculates provisions for excess inventory based on inventory on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves. Inventory markdowns to net realizable value of $50 thousand were recorded during the year ended December 31, 2019. As of December 31, 2019 and 2018, inventory consisted of the following (amounts in thousands): As of As of Raw materials $ 144 $ 392 Work-in-process 375 — Finished goods 129 — Inventory $ 648 $ 392 Inventory reserve (50 ) — Total inventory, net of reserve $ 598 $ 392 Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of its leasehold improvements is over the shorter of its lease term or useful life of 5 years, the estimated useful life of furniture and fixtures is 7 years; equipment has an estimated useful life of 15 years and computer software and hardware has an estimated useful life of 3 to 5 years. The following tables summarizes the Company’s property and equipment as of December 31, 2019 and 2018 (amounts in thousands): As of December 31, 2019 2018 Leasehold improvement $ 182 $ 182 Furniture and fixtures 247 185 Equipment 286 219 Computer hardware and software 182 44 Property and equipment 897 630 Less accumulated depreciation (185 ) (76 ) Property and equipment, net $ 712 $ 554 Depreciation expense of $127 thousand and $59 thousand for the years ended December 31, 2019 and 2018, respectively. During 2019, the Company wrote-off Business Combinations Transactions in which the Company obtains control of a business are accounted for according to the acquisition method as described in FASB ASC 805 – Business Combinations. The assets acquired and liabilities assumed are recognized and measured at their fair values as of the date control is obtained. Acquisition related costs in connection with a business combination are expensed as incurred. Contingent consideration is recognized and measured at fair value at the acquisition date and until paid re-measured On October 30, 2019, the Company and HTC entered into a Share Purchase Agreement (the “SPA”) whereby the Company, through its wholly owned subsidiary, acquired Heuro from HTC. Under the terms of the SPA, total consideration of approximately CAD$2.1 million (USD$1.6 million) was paid to HTC, which included (1) cash of CAD$0.5 million (USD$0.4 million), (2) delivery of 55 PoNS devices for which the fair value was determined to be CAD$0.5 million (USD$0.4 million), (3) the CAD$750 thousand (USD$0.6 million) receivable from the September 2018 strategic alliance agreement and (4) the sale of exclusivity rights granted to HTC in the Co-Promotion The operating results of Heuro have been included in the consolidated statement of operations and comprehensive loss since the date of the acquisition. The acquisition related costs were $0.1 million and were accounted for as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. Supplemental proforma financial information has not been presented here because the proforma effects of this acquisition are not material to the Company’s reported results for any period presented. The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019: Assets: October 30, 2019 Cash and cash equivalents $ 1 Other receivables 19 Fixed assets 7 Intangibles 564 Goodwill 1,226 Total assets $ 1,817 Liabilities: Accounts payable 186 Other current liabilities 9 Total liabilities $ 195 Net assets acquired $ 1,622 The fair values assigned to identifiable intangible assets assumed were based on management’s current estimates and assumptions and is considered preliminary. The Company believes that the most recent information available provides a reasonable basis for assigning fair value, but anticipates receiving additional information, and as such, the provisional measurements of fair value are subject to change. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the acquisition date. Acquired intangibles consisted of customer relationships and proprietary technology. The remaining useful life at acquisition was 1.25 years and 5 years, respectively, and the acquired intangibles are amortized using the straight-line method. Factors considered by the Company in determination of goodwill include synergies, strategic fit and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. The recognized goodwill of $1.2 million is not expected to be deductible for tax purposes. The fair value of the 55 PoNS devices in the amount of CAD$0.5 million will be recognized as revenue within the consolidated statements of operations and comprehensive loss once control has been transferred in accordance with ASC 606. As of December 31, 2019, the control had not been transferred resulting in the fair value being recorded as deferred revenue on the consolidated balance sheet. In connection with the SPA, on October 30, 2019, the Company entered into a Clinical Research and Co-Promotion “Co-Promotion TM co-promotion Co-Promotion Co-Promotion Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over the fair values underlying net assets acquired in an acquisition. All of the Company’s goodwill as of December 31, 2019 is the result of the Heuro acquisition discussed above. Goodwill is not amortized, but rather will be tested annually for impairment or more frequently if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company will test goodwill for impairment annually in the fourth quarter of each year using data as of October 1 of that year. Goodwill is allocated to, and evaluated for impairment at the Company’s one identified reporting unit. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect not to perform the qualitative assessment for its reporting unit and perform the quantitative impairment test. The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the estimated fair value of the reporting unit. If the estimated fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess of the carrying value over the estimated fair value is recorded as an impairment loss, the amount of which is not to exceed the total amount of goodwill allocated to the reporting unit. Definite-lived intangibles consist principally of acquired customer relationships and proprietary software as well as internally developed software. All are amortized straight-line over their estimated useful lives. Intangible assets as of December 31, 2019 consist of the following: As of December 31, 2019 Useful Life Gross Carrying Accumulated Customer relationships 1.25 years $ 423 $ (55 ) Acquired proprietary software 5 years 148 (5 ) Internally developed software 3 years 75 (4 ) Total intangible assets $ 646 $ (64 ) Amortization expense related to the intangible assets was $64 thousand for the year ended December 31, 2019. Amortization expense is anticipated to be as follows in future years: For the Year Ending December 31, 2020 $ 393 2021 83 2022 51 2023 30 2024 25 $ 582 Internally Developed Software Costs The Company follows ASC 350-40, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, Leases right-of-use The Company does not record an operating lease ROU asset and corresponding lease liability for leases with an expected term of twelve months or less and recognizes lease expense for these leases as incurred over the lease term. As of December 31, 2019, the Company had only one operating lease, which was for its headquarters office in Newtown, Pennsylvania upon the adoption date. As of December 31, 2019, the Company has not entered into any additional lease arrangements. Operating lease ROU assets and operating lease liabilities are recognized upon the adoption date based on the present value of lease payments over the lease term. The Company does not have a public credit rating and as such used a corporate yield with a “CCC” rating by S&P Capital IQ with a term commensurate with the term of its lease as its incremental borrowing rate in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease arrangement does not have lease and non-lease Foreign Currency Prior to April 1, 2018, the Company’s functional currency was the Canadian dollar (“CAD$”). Translation gains and losses from the application of the USD$ as the reporting currency during the period that the Canadian dollar was the functional currency were included as part of cumulative currency translation adjustment, which is reported as a component of stockholders’ equity (deficit) as accumulated other comprehensive income (loss). The Company re-assessed For periods commencing April 1, 2018, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary non-monetary non-monetary The functional currency of HMC and HCA, the Company’s Canadian subsidiaries, is the CAD$ and the functional currency of HMI and HNR is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange gain (loss), as a component of comprehensive loss, within the consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method. The Company accounts for the granting of stock options to employees and non-employees paid-in paid-in Prior to the adoption of ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) non-employees non-employees re-measured non-employees non-forfeitable 2018-07, non-employees non-employee The Company uses the Black-Scholes option-pricing model to calculate the fair value of stock options. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company’s equity securities trades in, (b) the currency in which the employee’s pay is denominated, or (c) the Company’s functional currency, are required to be classified as liabilities. The change in the Company’s functional currency, effective April 1, 2018 resulted in the reclassification of outstanding stock options that were previously denominated in CAD$ from equity- to liability-classified options (see Note 4). Liability classified options are re-measured paid-in paid-in non-employee Revenue Recognition In accordance with FASB’s ASC 606, Revenue from Contracts with Customers (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied. License Revenue Prior to the fourth quarter of 2018, the Company had not generated revenue. During the fourth quarter of 2018, as part of its exclusive strategic alliance agreement, the Company transferred a license to Heuro in order for it to develop the clinic systems to facilitate the commercialization of the PoNS Treatment in Canada. The license was a functional license as it had stand-alone functionality. As such, the Company recognized revenue once control transferred, which occurred in the fourth quarter of 2018 when regulatory approval of the PoNS device in Canada was obtained and the commercialization of the product, as defined within the agreement, began. The agreement provided to pay the Company CAD$750 thousand in three annual payments of CAD$250 thousand beginning December 31, 2019, in consideration for the exclusivity right the Company granted to Heuro. The Company considered this to be a significant financing component and as such, the amount reflected in its consolidated statements of operations and comprehensive loss was discounted. The discount rate utilized to measure revenue and the related receivable was determined based on the rate that would be reflected in a separate financing transaction with the customer. During the fourth quarter of 2018, the Company recognized revenues of $0.5 million in license fees when it satisfied its performance obligation. As described above, the Company modified its arrangement with HTC on October 30, 2019. License revenue will be recognized ratably over the ten year term as the performance obligation is met in connection with the Co-Promotion Co-Promotion Product Sales, net During the first half of 2019, product sales were derived from the sale of the PoNS device and certain support services including services from the use of the NeuroCatch TM Fee Revenue During the first half of 2019, the Company’s agreement with HTC and Heuro also entitled the Company to 50% of the franchise fees collected by Heuro from each franchise agreement Heuro executed with neuroplasticity clinics engaged in providing the PoNS Treatment. For the year ended December 31, 2019, the Company recognized $37 thousand as its 50% portion of the franchise fees. There were 3 franchise agreements entered into for the year ended December 31, 2019, all of which occurred in the first half of the year. As of December 31, 2019, the Company had recorded $0.2 million in current receivables, net and had no contract assets or liabilities on its consolidated balance sheets related to the supply agreements with each clinic. As of December 31, 2019, the Company did not have any receivables on its consolidated balance sheets related to license revenue pursuant to the Company’s arrangement with HTC and Heuro due to the modification of its arrangement with HTC on October 30, 2019. As of December 31, 2018, the Company has recorded $0.2 million and $0.3 million in current and non-current Cost of Sales Cost of product sales includes the cost to manufacture the PoNS device, royalty expenses, freight charges, customs duties, wages and salaries of employees involved in the management of the supply chain and logistics of fulfilling the Company’s sales orders and certain support services provided by Heuro on the Company’s behalf. Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has adopted the provisions of ASC 740 Income Taxes Research and Development Expenses Research and development (“R&D”) expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, development and manufacturing of clinical trial devices and devices for manufacturing testing and materials and supplies as well as regulatory costs related to post market surveillance, quality assurance complaint handling and adverse event reporting. R&D costs are charged to operations when they are incurred. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying consolidated financial statements in the aggregate in one reportable segment. Derivative Financial Instruments The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging re-measured non-employee re-measured The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder. Fair Value Measurements The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company’s financial instruments recorded in its consolidated balance sheets consist primarily of cash, receivables, accounts payable, accrued liabilities, and derivative financial instruments. The book values of these instruments, with the exception of derivative financial instruments and non-current The Company’s derivative financial instruments are classified as Level 3 within the fair value hierarchy and required to be recorded at fair value on a recurring basis. Unobservable inputs used in the valuation of these financial instruments include volatility of the underlying share price and the expected term. See Note 3 for the inputs used in the Black-Scholes option-pricing model as of December 31, 2019 and 2018 and the roll forward of the derivative financial instruments. The Company’s derivative financial instruments are comprised of warrants which are classified as liabilities. The following table summarizes the Company’s derivative financial instruments and stock-based compensation liability within the fair value hierarchy as of December 31, 2019 and 2018 (amounts in thousands): Fair Value Level 1 Level 2 Level 3 December 31, 2019 Liabilities: Derivative financial instruments $ 5 $ — $ — $ 5 December 31, 2018 Assets: Non-current $ 294 $ — $ — $ 294 Liabilities: Derivative financial instruments $ 13,769 $ — $ — $ 13,769 There were no transfers between any of the levels during the years ended December 31, 2019 and 2018. Basic and Diluted Income (Loss) per Share Earnings or loss per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts): For the Year Ended December 31, 2019 2018 Basic and Diluted Numerator Net loss $ (9,781 ) $ (28,623 ) Denominator Weighted-average common shares outstanding – basic and diluted 26,352,642 22,786,192 Basic and diluted net loss per share $ (0.37 ) $ (1.26 ) The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the years ended December 31, 2019 and 2018 and because the exercise price of certain of these outstanding securities were greater than the average closing price of the Company’s common stock. For the Year Ended December 31, 2019 2018 Options outstanding 3,467,292 3,308,049 RSUs 27,697 964 Warrants outstanding 3,043,605 4,004,304 Total 6,538,594 7,313,317 Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates 2016-13. 2016-13 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In November 2018, FASB issued ASU 2018-18, ollaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, co-promotion co-promotion |
Common Stock and Warrants
Common Stock and Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Common Stock and Warrants | 3. COMMON STOCK AND WARRANTS The Company’s authorized capital stock pursuant to its Delaware charter consists of 150,000,000 authorized shares of common stock, at a par value per share of $0.001 and 10,000,000 authorized shares of preferred stock at a par value per share of $0.001 . Holders of common stock are entitled to vote at any meeting of the Company’s stockholders on the basis of one vote per share of common stock owned as of the record date of such meeting. Each share of common stock entitles the holder to receive dividends, if any, as declared by the Company’s Board of Directors. No dividends have been declared since inception of the Company through September 30 , 2020 . In the event of a liquidation, dissolution or winding-up winding-up On April 13 , 2018 , the Company issued 2,141,900 shares of its common stock and warrants to purchase 2,141,900 shares of the Company’s common stock in an underwritten public offering at a price of $7.47 per share and accompanying warrant. On April 24 , 2018 , the Company closed on the sale of an additional 321,285 shares of its common stock and warrants to purchase 321,285 shares of the Company’s common stock pursuant to the exercise of the underwriters’ over-allotment option (collectively the “April 2018 Offering”). The Company received net proceeds of $16.3 million from the April 2018 Offering. The fair value of these warrants at issuance was approximately $7.4 million. Each warrant issued in connection with the April 2018 Offering entitles the holder to acquire one additional share of common stock at an exercise price of CAD$12.25 per share on or before April 10, 2021. Pursuant to the guidance of ASC 815 Derivatives and Hedging Offering should be accounted for as liabilities as the ability to maintain an effective registration is outside of the Company’s control and that it may be required to settle the exercise of the warrants in cash and because, as a result of the change in the Company’s functional currency (see Note 2) , the exercise prices of these warrants are in a currency other than the Company’s functional currency. Consequently, the Company determined the fair value of each warrant issuance using the Black-Scholes option pricing model, with the remainder of the proceeds allocated to the common shares. As of September 30 , 2020 , 70,900 warrants had been exercised, all during 2018 , for gross proceeds of CAD$0.9 million. The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants issued in the April 2018 Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option and September 30 , 2020 . September 30, 2020 April 24, 2018 April 13, 2018 Stock price CAD$ 0.53 CAD$ 10.76 CAD$ 9.85 Exercise price CAD$ 12.25 CAD$ 12.25 CAD$ 12.25 Warrant term 0.53 years 3.00 years 3.00 years Expected volatility 107.16 % 64.49 % 64.20 % Risk-free interest rate 0.16 % 2.02 % 1.99 % Dividend rate 0.00 % 0.00 % 0.00 % On November 22 , 2019 , the Company issued 4,815,010 shares of its common stock in an underwritten public offering at a price of $0.35 per share. The Company received net proceeds of $1.1 million. On January 27 , 2020 , the Company filed a Form S-3 , 2020 (the “2020 Shelf”). In conjunction with the 2020 Shelf, on January 27 , 2020 , the Company entered into an At The Market Offering Agreement (the “2020 ATM”) with H.C. Wainwright & Co., LLC (“Wainwright”) under which the Company may offer and sell, from time to time at its sole discretion, to or through Wainwright, acting as agent and/or principal, shares of its common stock having an aggregate offering price of up to $11.34 million, which, in March 2020 , was subsequently reduced to $9.15 million, including the shares previously sold under the 2020 ATM. For the nine months ended September 30 , 2020 , under the 2020 ATM, the Company sold and issued 8,138,808 shares of its common stock with an aggregated market value of $5.0 million at an average price of $0.62 per share and paid Wainwright a sales commission of approximately $181 thousand related to those shares. On March 20 , 2020 , the Company, in a registered direct offering, issued an aggregate of 6,257,144 shares of its common stock at a price of $0.35 per share. Additionally, the Company issued unregistered warrants in a concurrent private placement to purchase up to 6,257,144 shares of its common stock at an exercise price of $0.46 per share. Gross proceeds from the offering (the “March 2020 Offering”) were approximately $2.2 million. The underwriting discounts and commissions and offering expenses of $0.3 million were recorded to share issuance costs. Each warrant issued in connection with the March 2020 Offering entitles the holder to acquire one additional share of common stock at an exercise price of $0.46 per share, which became exercisable on September 20 , 2020 and will expire on March 20, 2025. Pursuant to the guidance of ASC 480 Distinguishing Liabilities from Equity Derivatives and Hedging Offering should be classified as equity as the warrants can be settled with unregistered shares. The relative fair value of these warrants at issuance was approximately $0.8 million and was included in additional paid-in The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the March 2020 Offering using the Black-Scholes option pricing model as of the date of the closing of the offering on March 20, 2020. March 20, 2020 Stock price $ 0.35 Exercise price $ 0.46 Warrant term 5.50 years Expected volatility 82.41 % Risk-free interest rate 0.52 % Dividend rate 0.00 % The following table summarizes warrants accounted for as liabilities and recorded as derivative financial instruments on the Company’s condensed consolidated balance sheets for the nine months ended September 30, 2020 and 2019 (amounts in thousands): Nine Months Ended September 30, 2020 2019 Fair value of warrants at beginning of period $ 5 $ 13,769 Exercise of warrants — (35 ) Foreign exchange losses (1 ) 382 Change in fair value of warrants during the period (4 ) (14,033 ) Fair value of warrants at end of period $ — $ 83 These warrants which are classified as derivative financial instruments in the Company’s condensed consolidated balance sheets are required to be re-measured The fair value of all warrants classified as derivative financial instruments outstanding as of September 30, 2020 and December 31, 2019 were estimated using the Black-Scholes option pricing model with the following weighted average assumptions: September 30, December 31, Stock price CAD$ 0.53 CAD$ 1.23 Exercise price CAD$ 12.25 CAD$ 12.25 Warrant term 0.53 years 1.28 years Expected volatility 107.16 % 72.43 % Risk-free interest rate 0.16 % 1.72 % Dividend rate 0.00 % 0.00 % The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2020: Number of Warrants Weighted Average Exercise Price CAD US CAD$ USD$ Outstanding as of December 31, 2019 2,392,285 651,320 $ 12.25 $ 12.24 Granted — 6,257,144 — 0.46 Cancelled/Expired — (5,304 ) — 10.75 Exercised — — — — Outstanding as of September 30, 2020 2,392,285 6,903,160 $ 12.25 $ 1.56 The Company’s warrants outstanding and exercisable as of September 30, 2020 were as follows: Number of Warrants Outstanding Exercise Price Expiration Date 270,915 USD$12.25 December 22, 2020 171,020 USD$12.25 December 28, 2020 204,081 USD$12.25 December 29, 2020 2,392,285 CAD$12.25 April 10, 2021 6,257,144 USD$0.46 March 20, 2025 9,295,445 | 3. COMMON STOCK AND WARRANTS On June 28, 2018, at the Company’s 2018 Annual Meeting of Shareholders, the Company’s shareholders approved the Company’s reincorporation from the state of Wyoming to the state of Delaware. On July 20, 2018, the Company completed its reincorporation from Wyoming to the state of Delaware. As a result, following the Company’s reincorporation, the Company’s authorized capital stock pursuant to its Delaware charter consists of 150,000,000 authorized shares of common stock, at a par value per share of $0.001 and 10,000,000 authorized shares of preferred stock at a par value per share of $0.001. Holders of common stock are entitled to vote at any meeting of the Company’s stockholders on the basis of one vote per share of common stock owned as of the record date of such meeting. Each share of common stock entitles the holder to receive dividends, if any, as declared by the Company’s Board of Directors. No dividends have been declared since inception of the Company through December 31, 2019. In the event of a liquidation, dissolution or winding-up winding-up On April 18, 2016, the Company closed its short form prospectus offering in Canada and a concurrent U.S. private placement (the “April 2016 Offering”) of units (the “Units”) with gross proceeds to the Company of $7.2 million through the issuance of Units at a price of CAD$5.00 per Unit. Each Unit consists of one share of common stock in the capital of the Company (a “Common Share’) and one-half On May 2, 2016, the Company closed the sale of the additional units issued pursuant to the exercise of the over-allotment option granted to the Agent in connection with the April 2016 Offering. The April 2016 Offering was made pursuant to a short form prospectus filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. Pursuant to the exercise of the over-allotment option, the Company issued an additional 218,025 units at a price of CAD$5.00 per unit for additional gross proceeds to the Company of $0.9 million, bringing the total aggregate gross proceeds to the Company under the Offering to $8.1 million. Each over-allotment unit consisted of one share of common stock in the capital of the Company and one-half For the year ended December 31, 2018, the Company recorded a $0.1 million gain in change in fair value of derivative financial instruments due to the expiration of both the April 18, 2016 and May 2, 2016 compensations options. The proceeds from the April 2016 Offering were allocated on a relative fair value basis between the common stock and the warrants issued. The warrants issued in connection with the April 2016 Offering were classified within equity in the Company’s consolidated balance sheets. These warrants were recorded in additional paid-in paid-in The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2016 Offering using the Black-Scholes option pricing model as of the grant date and as of April 1, 2018 and December 31, 2018: December 31, 2018 April 1, 2018 Grant Date Stock price CAD$ 12.80 CAD$ 12.87 CAD$ 5.45 Exercise price CAD$ 7.50 CAD$ 7.50 CAD$ 7.50 Warrant term 0.30 years 1.05 years 3.0 years Expected volatility 83.56 % 71.13 % 83.83 % Risk-free interest rate 1.64 % 1.60 % 0.60 % Dividend rate 0.00 % 0.00 % 0.00 % On February 16, 2017, the Company completed an underwritten registered public offering and issued an aggregate of 1,311,000 shares of common stock for gross proceeds of $9.2 million. The Company incurred cash issuance costs of $1.2 million in connection with this offering. In June 2017, the Company completed a non-brokered In December 2017, the Company completed a three-tranche non-brokered As a result of the change in the Company’s functional currency, these warrants have been reclassified from liabilities as derivative financial instruments to additional paid-in paid-in re-measured. The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the December 2017 financing using the Black-Scholes option pricing model as of the grant dates and on April 1, 2018. April 1, 2018 December 29, 2017 December 28, 2017 December 22, 2017 Stock price $ 10.11 $ 12.32 $ 12.45 $ 10.60 Exercise price $ 12.25 $ 12.25 $ 12.25 $ 12.25 Warrant term 2.7 years 3.0 years 3.0 years 3.0 years Expected volatility 65.40 % 60.24 % 60.24 % 60.24 % Risk-free interest rate 2.39 % 1.98 % 2.00 % 2.01 % Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % On April 13, 2018, the Company issued 2,141,900 shares of its common stock and warrants to purchase 2,141,900 shares of the Company’s common stock in an underwritten public offering at a price of $7.47 per share and accompanying warrant. Gross proceeds from the offering were approximately $16.0 million. On April 24, 2018, the Company closed on the sale of an additional 321,285 shares of its common stock and warrants pursuant to the exercise of the over-allotment option (collectively the “April 2018 offering”) granted to the underwriters in connection with the offering at a price of $7.47 per share and accompanying warrants. Gross proceeds from the exercise of the over-allotment option was $2.4 million. BTIG, LLC and Echelon Wealth Partners acted as joint book-running managers for the April 2018 Offering. The Company paid approximately $1.1 million in underwriting discounts and commissions and incurred offering expenses of approximately $1.0 million in connection with the April 2018 Offering, resulting in net proceeds of $16.3 million from the April 2018 offering. The underwriting discounts and commissions and offering expenses were allocated between share issuance costs and expenses based on the relative fair values of common stock and warrants issued in connection with the April 2018 Offering, resulting in the recording of approximately $0.8 million of expenses in the Company’s consolidated statement of operations and comprehensive loss. The fair value of these warrants at issuance was approximately $7.4 million. Each warrant issued in connection with the April 2018 offering entitles the holder to acquire one additional share of common stock at an exercise price of CAD$12.25 per share on or before April 10, 2021. Pursuant to the guidance of ASC 815 Derivatives and Hedging The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2018 Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option, as well as of December 31, 2019. December 31, 2019 April 24, 2018 April 13, 2018 Stock price CAD $ 1.23 CAD $ 10.76 CAD $ 9.85 Exercise price CAD $ 12.25 CAD $ 12.25 CAD $ 12.25 Warrant term 1.28 years 3.00 years 3.00 years Expected volatility 72.43 % 64.49 % 64.20 % Risk-free interest rate 1.72 % 2.02 % 1.99 % Dividend rate 0.00 % 0.00 % 0.00 % On November 19, 2018, the Company issued 2,121,212 shares of its common stock in an underwritten public offering at a price of $8.25 per share. Gross proceeds from the offering were $17.5 million. On November 2018, the Company closed on the sale of an additional 318,182 shares of its common stock pursuant to the exercise of the over-allotment option (collectively the “November 2018 offering”) granted to the underwriters in connection with the offering at a price of $8.25 per share. Gross proceeds from the exercise of the over-allotment option was $2.6 million. BTIG LLC and Oppenheimer & Co acted as joint book-running managers for the November 2018 offering. The Company paid approximately $1.2 million in underwriting discounts and commissions and incurred offering expenses of approximately $0.7 million, of which $0.1 million was accrued as of December 31, 2018, resulting in net proceeds of $18.3 million. On November 22, 2019, the Company issued 4,815,010 shares of its common stock in an underwritten public offering at a price of $0.35 per share. Gross proceeds from the offering (the “November 2019 Offering”) were approximately $1.7 million. HC Wainwright acted as book-running manager for the November 2019 Offering. The Company paid approximately $0.1 million in underwriting discounts and commissions and incurred offering expenses of approximately $0.5 million, resulting in net proceeds of $1.1 million, in connection with the November 2019 Offering. The following table summarizes the activities of warrants that the Company accounts for as liabilities and records as derivative financial instruments for the years ended December 31, 2019 and 2018 (amounts in thousands): Year Ended December 31, 2019 2018 Fair value of warrants at beginning of year $ 13,769 $ 6,941 Issuance of warrants — 7,372 Exercise of warrants (35 ) (3,012 ) Fair value of previously classified equity warrants — 5,049 Fair value of previously classified liability warrants reclassified to additional paid-in — (2,478 ) Foreign exchange losses (gains) 384 (872 ) Change in fair value of warrants during the year (14,113 ) 769 Fair value of warrants at end of year $ 5 $ 13,769 These warrants, which are classified as derivative financial instruments in the Company’s consolidated balance sheets are required to be re-measured The fair value of all warrants classified as derivative financial instruments outstanding as of December 31, 2019 and 2018 were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: As of December 31, 2019 2018 Stock price CAD $ 1.23 CAD$ 12.80 Exercise price CAD $ 12.25 CAD$ 10.89 Warrant term 1.28 years 1.71 years Expected volatility 72.43 % 75.31 % Risk-free interest rate 1.72 % 1.80 % Dividend rate 0.00 % 0.00 % The following is a summary of warrant activity during the years ended December 31, 2019 and 2018: Number of Warrants (by currency Weighted-Average Exercise Price CAD$ USD$ CAD$ USD$ Outstanding as of December 31, 2017 1,011,505 1,343,404 $ 7.38 $ 10.25 Granted 2,476,843 — 12.22 — Expired (22,699 ) (136,528 ) 5.00 15.00 Exercised (112,665 ) (555,556 ) 9.88 6.75 Outstanding as of December 31, 2018 3,352,984 651,320 $ 10.89 $ 12.24 Granted — — — — Cancelled/Expired (922,348 ) — 7.50 — Exercised (38,351 ) — 7.50 — Outstanding and exercisable as of December 31, 2019 2,392,285 651,320 $ 12.25 $ 12.24 The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2019: Number of Warrants Outstanding Exercise Price Expiration Date 3,795 US$10.75 June 26, 2020 1,509 US$10.75 July 17, 2020 270,915 US$12.25 December 22, 2020 171,020 US$12.25 December 28, 2020 204,081 US$12.25 December 29, 2020 2,392,285 CAD$12.25 April 21, 2021 3,043,605 |
Share Based Payments
Share Based Payments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Share Based Payments | 4. STOCK-BASED PAYMENTS On May 15 , 2018 , the Company’s Board of Directors authorized and approved the adoption of the 2018 Omnibus Incentive Plan”), which was effective upon approval by the stockholders of the Company on June 28 , 2018 and under which an aggregate of 5,356,114 shares may be issued. This share reserve is the sum of 3,000,000 new shares, plus the 2,356,114 shares that remained available for issuance under the Company’s 2016 Omnibus Incentive Plan (the “2016 Plan”), the predecessor incentive plan at the time of the adoption of the 2018 Plan. Pursuant to the terms of the 2018 Plan, the Company is authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units (“RSUs”), stock equivalent units and performance-based cash awards. These awards may be granted to directors, officers, employees and eligible consultants. Vesting and the term of an option is determined at the discretion of the Company’s Board of Directors. Subsequent to the adoption of the 2018 Plan, the Company ceased granting awards under the 2016 Plan, the predecessor incentive plan. However, outstanding stock options granted prior to the effective date of the 2018 Plan are still governed by the 2016 Plan or the Company’s 2014 Stock Incentive Plan, which preceded the 2016 Plan. As of September 30 , 2020 , there was an aggregate of 3,387,958 shares of common stock remaining available for grant under the Company’s 2018 Plan. For the nine months ended September 30 , 2020 , the Company issued 809,590 stock options to employees and directors. The Company issued no stock options to consultants during the nine months ended September 30 , 2020 . The following is a summary of the Company’s stock option activity during the nine months ended September 30 , 2020 : Number of Weighted Aggregate Outstanding as of December 31, 2019 3,467,292 $ 6.76 $ — Granted 809,590 0.47 — Forfeited/Cancelle d (346,938 ) (5.66 ) — Exercised — — — Outstanding as of September 30, 2020 3,929,944 $ 5.56 $ — Exercisable as of September 30, 2020 2,449,829 $ 4.27 $ — As of September 30 , 2020 , the unrecognized compensation cost related to non-vested million which will be recognized over a weighted-average remaining vesting period of approximately 2.8 years. Compensation cost is not adjusted for estimated forfeitures, but instead is adjusted upon an actual forfeiture of a stock option. The weighted average grant date fair value of employee and director stock options granted for the nine months ended September 30 , 2020 was $0.30 per option and the grant date fair values of these stock options were estimated using the Black-Scholes option pricing model using the following weighted average assumptions: Nine Months Ended Stock price $ 0.47 Exercise price $ 0.47 Expected term 5.26 years Expected volatility 77.35 % Risk-free interest rat e 0.58 % Dividend rate 0.00 % As of September 30 , 2020 , the unrecognized compensation cost related to non-vested non-employees thousand which will be recognized over a weighted-average remaining vesting period of approximately 0.9 years. Compensation cost is not adjusted for estimated forfeitures, but instead is adjusted upon an actual forfeiture of a stock option. Restricted Stock Awards Beginning in the fourth quarter of 2019 , certain members of the Company’s executive management team elected to receive restricted stock awards in lieu of cash compensation under the 2018 Plan that vest upon issuance. The fair value of the restricted stock awards is based on the closing price of the Company’s common stock on the day of the grant. The following is a summary of the Company’s restricted stock award activity for the nine months ended September 30 , 2020 : Number of Restricted Weighted Average Outstanding as of December 31, 2019 27,697 $ 0.61 Granted 218,161 0.50 Settle d (240,106 ) 0.52 Outstanding as of September 30, 202 0 5,752 $ 0.39 Stock-Based Compensation Expense Stock-based compensation expense is classified in the Company’s condensed consolidated statements of operations and comprehensive loss as follows (amounts in thousands): Nine Months Ended 2020 2019 Research and $ 727 $ 643 Cost of sales (1 ) — Selling, general and administrativ e 1,295 2,693 Total $ 2,021 $ 3,336 Stock-based compensation expense months ended September 30 , 2020 includes the reversal of $125 thousand of expense as a result of forfeitures due to the departure of our former chief executive officer in August 2020 . | 4. SHARE BASED PAYMENTS On May 15, 2018, the Company’s Board of Directors authorized and approved the adoption of the 2018 Omnibus Incentive Plan (“2018 Plan”), under which an aggregate of 5,356,114 shares may be issued. This share reserve is the sum of 3,000,000 new shares, plus the remaining 2,356,114 shares that remained available for issuance under the Company’s 2016 Omnibus Incentive Plan, the predecessor incentive plan (the “2016 Plan”) at the time of the adoption of the 2018 Plan. Pursuant to the terms of the 2018 Plan, the Company is authorized to grant stock options, as well as awards of stock appreciation rights, restricted stock, unrestricted shares, restricted stock units (“RSU”), stock equivalent units and performance-based cash awards. These awards may be granted to directors, officers, employees and eligible consultants. Vesting and the term of an option is determined at the discretion of the Company’s Board of Directors. Subsequent to the adoption of the 2018 Plan, the Company ceased granting awards under the 2016 Plan, the predecessor incentive plan. However, outstanding stock options granted prior to the effective date of the 2018 Plan are still governed by the 2016 Plan or the Company’s 2014 Stock Incentive Plan, which preceded the 2016 Plan. As of December 31, 2019, there were an aggregate of 4,068,771 shares of common stock remaining available for grant under the Company’s 2018 Plan. For the year ended December 31, 2019, the Company issued 1,167,658 stock options to employees and directors of which 138,900 were forfeited. The Company did not issue any stock options to consultants. The following is a summary of stock option activity for the year ended December 31, 2019 and 2018: Number of Options Weighted Average Aggregate Outstanding as of December 31, 2017 2,448,646 Granted 1,011,406 10.12 Forfeited (53,503 ) 9.89 Exercised (1) (98,500 ) 3.10 Outstanding as of December 31, 2018 3,308,049 $ 7.14 $ 8,308 Granted 1,167,658 $ 4.65 Forfeited/Cancelled (488,415 ) 8.53 Exercised (2) (520,000 ) 2.77 Outstanding as of December 31, 2019 3,467,292 $ 6.76 $ — Exercisable as of December 31, 2019 1,885,531 $ 3.86 $ — (1) For the year ended December 31, 2018, 8,500 stock options were exercised on a cashless basis resulting in 3,280 shares being withheld in satisfaction of the exercise price. (2) For the year ended December 31, 2019, 520,000 stock options were exercised on a cashless basis resulting in 483,631 shares being withheld in satisfaction of the exercise price. Upon the change in the Company’s functional currency effective April 1, 2018, stock options previously classified as equity were classified as liabilities. On April 1, 2018, these options had a fair value of approximately $10.0 million, which was recorded as stock-based compensation liability in the Company’s consolidated balance sheet, of which approximately $4.2 million was reclassified from additional paid-in re-measured The following table summarizes stock options outstanding and exercisable by employees and directors as of December 31, 2019: Number of Expiration Date Options Exercise Fair Value (1) Grant Date Number of 20,000 December 8, 2024 4.94 $ 12.72 $ 2.18 $ — 20,000 80,000 December 8, 2024 4.94 $ 12.72 $ 2.18 $ — 80,000 20,000 March 16, 2025 5.20 $ 12.52 $ 2.43 $ — 20,000 150,000 October 21, 2025 5.80 $ 3.20 $ 6.57 $ — 150,000 20,000 December 31, 2025 6.00 $ 4.48 $ 5.86 $ — 20,000 595,000 July 13, 2026 6.53 $ 5.35 $ 5.18 $ — 595,000 20,000 August 8, 2026 6.60 $ 4.98 $ 5.42 $ — 20,000 617,000 April 17, 2027 7.29 $ 8.13 $ 7.54 $ — 308,500 6,146 May 18, 2027 7.37 $ 7.35 $ 4.75 $ — 6,146 10,000 May 18, 2027 7.37 $ 7.35 $ 7.65 $ — 5,000 20,000 August 8, 2027 7.60 $ 10.38 $ 7.38 $ — 10,000 20,000 April 9, 2028 8.27 $ 9.03 $ 8.01 $ — 5,000 337,500 May 15, 2028 8.37 $ 10.99 $ 7.89 $ — 183,438 55,513 August 22, 2028 8.64 $ 10.23 $ — $ 7.21 13,878 375 September 4, 2028 8.67 $ 10.19 $ — $ 7.19 375 50,000 September 10, 2028 8.69 $ 10.34 $ — $ 7.30 12,500 50,000 September 24, 2028 8.73 $ 9.71 $ — $ 6.79 12,500 75,000 October 15, 2028 8.79 $ 8.75 $ — $ 6.19 75,000 10,000 October 29, 2028 8.82 $ 9.71 $ — $ 6.87 2,500 5,000 November 19, 2028 8.88 $ 8.00 $ — $ 5.66 5,000 7,500 January 22, 2029 9.06 $ 7.65 $ — $ 5.30 — 7,500 February 4, 2029 9.09 $ 7.26 $ — $ 5.03 — 543,758 March 28, 2029 9.23 $ 6.76 $ — $ 4.62 88,694 215,000 August 7, 2029 9.60 $ 2.03 $ — $ 1.37 — 40,000 August 19, 2029 9.63 $ 1.93 $ — $ 1.30 — 150,000 September 23, 2029 9.72 $ 1.73 $ — $ 1.20 — 30,000 September 30, 2029 9.74 $ 1.65 $ — $ 1.11 — 20,000 October 1, 2029 9.75 $ 1.68 $ — $ 0.98 — 15,000 October 14, 2029 9.78 $ 1.45 $ — $ 0.98 — 3,190,292 1,633,531 (1) Reflects fair value of modified stock options on August 8, 2018 As of December 31, 2019, the unrecognized compensation cost related to non-vested During the fourth quarter of 2017, upon a review of the Company’s equity compensation awards granted under the 2016 Plan, the Company determined that it had inadvertently exceeded the annual per-person sub-limits re-measured re-measured For the years ended December 31, 2019 and 2018, the Company granted 1,167,658 and 996,406 stock options, respectively, to employees and directors at a weighted average exercise price of $4.65 and $10.12, respectively. The fair value of employee and director stock options granted for the years ended December 31, 2019 and 2018 had a weighted average grant date fair value of $3.01 and $7.78 per option, respectively, and they were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2019 2018 Stock price $ 4.65 $ 11.21 Exercise price $ 4.65 $ 10.12 Expected term 5.42 years 6.25 years Expected volatility 76.90 % 78.99 % Risk-free interest rate 1.96 % 2.67 % Dividend rate 0.00 % 0.00 % Non-Employee For the year ended December 31, 2019, the Company did not grant any stock options to consultants. For the year ended December 31, 2018 the Company granted 15,000 stock options to consultants at a weighted average exercise price of $10.23. Stock options granted to the Company’s consultants for the year ended December 31, 2018 had a weighted average grant date fair value of $8.87 per share, and they were estimated using the Black-Scholes Year Ended December 31, 2018 Stock price $ 10.23 Exercise price $ 10.23 Option term 10 years Expected volatility 90.17 % Risk-free interest rate 2.82 % Dividend rate 0.00 % The following table summarizes stock options outstanding and exercisable by consultants as of December 31, 2019: Number of Expiration Date Options Exercise Fair Value (1) Grant Date Number of 30,000 December 8, 2024 4.94 $ 12.72 $ 2.18 $ — 30,000 110,000 October 28, 2025 5.82 $ 3.18 $ 6.59 $ — 110,000 72,000 October 3, 2026 6.75 $ 5.15 $ 5.35 $ — 72,000 20,000 May 18, 2027 7.37 $ 7.35 $ 7.65 $ — 10,000 15,000 August 8, 2027 7.60 $ 10.38 $ 7.38 $ — 7,500 15,000 November 6, 2027 7.84 $ 16.20 $ 6.98 $ — 7,500 15,000 August 22, 2028 8.64 $ 10.23 $ — $ 8.87 15,000 277,000 252,000 (1) Reflects fair value of modified stock options on August 8, 2018 As of December 31, 2019, the unrecognized compensation cost related to non-vested During the third quarter of 2018, following the redenomination of the exercise prices of stock options from CAD$ to USD$, stock options awarded to consultants that are performing services for NHC ceased to be accounted for as derivative financial instruments. As a result, following the re-measurement The following table summarizes non-employee Year Ended 2018 Fair value of non-employee $ 2,637 Exercise of non-employee (737 ) Cancelled — Foreign exchange gains (38 ) Change in fair value of non-employee the year (656 ) Reclassification to additional paid-in (1,206 ) Fair value of non-employee $ — The fair value of non-employee August 8, 2018 Stock price CAD$ 12.14 Exercise price CAD$ 4.38 Expected life 0.93 years Expected volatility 73.18 % Risk-free interest rate 1.95 % Dividend rate 0.00 % Restricted Stock Units During the second quarter of 2017, the Company granted RSUs to certain employees under the 2016 Plan that were scheduled to vest over a three-year period, with 25% vesting immediately. The fair value of the RSUs was based on the closing price of the Company’s common stock on the date of grant. During the fourth quarter of 2019, certain members of the Company’s executive management team elected to receive RSUs in lieu of cash compensation under the 2018 Plan that vested upon issuance. The fair value of the RSUs was based on the closing price of the Company’s common stock on the day of the grant. The following is a summary of the Company’s RSU activity for the years ended December 31, 2019 and 2018: Number of Weighted Average Outstanding as of January 1, 2018 1,928 CAD$ 10.00 Vested and settled during 2018 (1) (964 ) CAD$ 10.00 Outstanding as of December 31, 2018 964 CAD$ 10.00 Granted 27,697 USD$ 0.61 Vested and settled during 2019 (1) (964 ) CAD$ 10.00 Outstanding as of December 31, 2019 27,697 USD$ 0.61 (1) Includes 259 RSUs withheld to satisfy required withholding taxes. Stock-based compensation expense is classified in the Company’s consolidated statements of operations and comprehensive loss as follows (amounts in thousands): 2019 2018 Research and development $ 898 $ 939 General and administrative 3,793 7,156 Total $ 4,691 $ 8,095 |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | 5 . ACCRUED EXPENSES Accrued expenses consisted of the following (amounts in thousands): As of September 30, 2020 December 31, 2019 Employees benefits $ 557 $ 722 Professional services 6 67 Legal fees 163 81 Royalty fees 5 13 Franchise fees 40 28 Severanc e 550 606 Other 78 2 Total $ 1,399 $ 1,519 Accrued severance expenses as of September 30 , 2020 included $0.5 million in severance costs related to the departure of our former chief executive officer in August 2020 . | 5. ACCRUED EXPENSES Accrued expenses consisted of the following (amounts in thousands): As of December 31, 2019 2018 Employees benefits $ 722 $ 876 Professional services 67 518 Legal expense 81 253 Royalty fees 13 — Franchise fees 28 — Rent — 98 Severance 606 66 Other 2 1 $ 1,519 $ 1,812 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. INCOME TAXES The components of net loss (income) are as follows (amounts in thousands): Year Ended 2019 2018 U.S. $ 7,980 $ 29,013 Non-U.S. 1,801 (390 ) $ 9,781 $ 28,623 A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is as follows (amounts in thousands): Year Ended 2019 2018 Statutory tax rate 21.00 % 21.00 % Net loss before income taxes $ 9,781 $ 28,623 Expected income tax recovery $ (2,054 ) $ (6,011 ) Increase (decrease) in income tax recovery resulting from: Derivative liability (2,964 ) 877 Share based payments 949 1,279 Other permanent difference (213 ) (376 ) Foreign income taxed at foreign rate (99 ) 23 Increase in valuation allowance 4,381 4,208 Income tax expense $ — $ — The significant components of the Company’s deferred income tax assets and liabilities after applying enacted corporate tax rates are as follows (amounts in thousands): As of December 31, 2019 2018 Deferred income tax assets (liabilities) Operating losses carried forward $ 21,318 $ 16,028 Tax credits 679 1,217 Stock compensation 1,496 1,447 Other 1,293 85 Valuation allowance (24,786 ) (18,777 ) Net deferred income tax asset $ — $ — As of December 31, 2019, the Company has accumulated non-capital losses totaling $3.6 million in Canada and net operating losses of $75.3 million in the United States, which may be available to carry forward and offset future years’ taxable income. The losses expire in various amounts starting in 2033. Under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Section 382 of the Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“The Act”). The Act makes broad changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S federal corporate tax rate from 35% to 21%; (ii) eliminating the corporate alternative minimum tax; (iii) creating a new limitation on deductible interest expense; (iv) creating the base erosion and anti-abuse tax, a new minimum tax; (v) limitation on the deductibility of certain executive compensation; (vi) enhancing the option to claim accelerated depreciation deductions on qualified property, and (vii) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. The Act reduced the corporate tax rate to 21%, effective January 1, 2018. The Company completed its determination of the accounting implications of The Act on its tax accruals as of December 31, 2018 and made estimates primarily comprised of the re-measurement of federal net deferred tax assets resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21% from 34%. Uncertain Tax Positions The Company has adopted certain provisions of ASC 740, “Income Taxes”, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. The provisions also provide guidance on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. The Company’s tax returns are subject to tax examinations by U.S. federal and state tax authorities, or examinations by foreign tax authorities until the expiration of the respective statutes of limitation. The Company currently has no tax years under examination. As of December 31, 2019, the Company does not have an accrual relating to uncertain tax positions. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES (a) On January 22, 2013, the Company entered into a license agreement shares of common stock to ANR, the Company agreed to pay a 4 % royalty on net revenue on the sales of devices covered by the patent-pending technology and services related to the therapy or use of devices covered by the patent-pending technology. For the nine months ended September 30, 2020, the Company recorded approximately $15 thousand in royalty expenses in its condensed consolidated statement of operations and comprehensive loss. For the nine months ended September 30, 2019, the Company recorded approximately $52 thousand in royalty expenses in its condensed consolidated statement of operations and comprehensive loss. (b) On October 30, 2017, HMI amended the Asset Purchase Agreement with A&B (HK) Company Ltd. (“A&B”) which specified that if the Company fails to obtain FDA marketing authorization for commercialization of or otherwise fails to ensure that the PoNS device is available for purchase by the U.S. Government by December 31, 2021, the Company would be subject to a $2.0 million contract penalty payable to A&B, unless the Company receives an exemption for the requirement of FDA marketing authorization from the U.S. Army Medical Material Agency. In December 2018, the U.S. Army notified the Company that it was amending the Agreement such that the satisfaction of the obligation of the contract was changed from FDA marketing authorization of the PoNS device to submitting of an application for marketing authorization of the PoNS device with the FDA. As the Company submitted its application for marketing authorization of the PoNS device to the FDA on August 31, 2018, and with copies of the submission documents provided to the U.S. Army, the Company has met its obligation under the amended agreement. Based on this amendment the Company has determined that the possibility of a payment under this contractual penalty is remote. (c) In March 2017, the Company entered into a lease for office space in Newtown, Pennsylvania. The initial term of the lease was from July 1, 2017 through December 31, 2022 , with an option to extend until 2027 . In July 2017, the Company amended the contract to commence the lease on July 17, 2017 through January 16, 2023 , with an option to extend until January 2028 . Lease extension options were not included in the lease term as it was not reasonably certain that the Company would elect to utilize the option to extend. Monthly rent plus utilities were approximately $20 thousand per month beginning in January 2018 with a 3 % annual increase. In May 2020, the Company terminated its lease and entered into a new lease (the “Lease Amendment”) for a smaller footprint of the current office space in Newtown, Pennsylvania. Lease payments under the original contract will be made through December 2020. The Lease Amendment was determined to be a partial termination that qualified as a change of accounting of the existing lease and not a separate contract. As such, the ROU assets and operating lease liabilities were remeasured using an incremental borrowing rate at the date of modification. The carrying value of the ROU asset decreased on a basis proportionate to the partial termination by approximately $0.4 million and the related lease liability decreased by approximately $0.4 million. The Company recorded a gain of approximately $0.1 million resulting from the difference between the reduction in the lease liability and the proportionate reduction of the ROU asset. This amount is recorded as a component of other income in the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2020. The initial lease term of the Lease Amendment is from July 1, 2020 through June 30, 2021 , with options to extend for successive six month periods. Two lease extension options were included in the lease term as it was reasonably certain that the Company would elect to utilize the option to extend for this period of time. Monthly rent plus utilities will be approximately $5 thousand per month beginning in January 2021 with a 3 % annual increase. The following table summarizes the Company’s operating lease information including future minimum lease payments under a non-cancellable For the Nine Months Ended September 30, 2020 Operating lease cost $ 57 Operating lease – operating cash flows $ 189 Weighted average remaining lease term 1.75 years Weighted average discount rate 7.2 % Future minimum lease payments under non-cancellable For the Period Ending December 31, 2020 (remaining three months) $ 63 2021 63 2022 32 Total future minimum lease payments 158 Less imputed interest (4 ) Total liability $ 154 Reported as of September 30, 2020 Current operating lease liabilit y 107 Non-current y 47 Total $ 154 (d) On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day year term from December 29, 2020 until December 31, 2023. As of September 30, 2020, the Company did no t have any outstanding commitments to Key Tronic to complete the Company’s forecasts for the procurement of materials necessary for the delivery of PoNS devices. (e) The Company was granted a $323 thousand loan on April 13, 2020 under the Paycheck Protection Program (the “PPP Loan”) established under the CARES Act. The Company planned to use the proceeds from the PPP Loan for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act. However, based upon subsequent guidance issued by the Federal Government, including a presumption that publicly traded companies may not be eligible for a PPP loan, the Company returned the PPP Loan proceeds in May 2020 and paid interest for the period of time the loan was outstanding. Legal Contingencies Caramahai v. Helius Medical Technologies, Inc. et al. On or about July 9, 2019, a putative shareholder class action lawsuit, Caramahai v. Helius Medical Technologies, Inc. et al. 1:19-cv-06365 Caramahai Caramahai 10b-5 On or about July 31, 2019, a putative shareholder class action lawsuit, Evans v. Helius Medical Technologies, Inc. et al. 1:19-cv-07171 Evans Evans Caramahai On September 9, 2019, three Helius shareholders each filed motions in the Caramahai Evans During the second quarter of 2020, the plaintiffs voluntarily dismissed the lawsuit without prejudice, ending the case. The U.S. District Judge signed the final order dismissing the litigation on July 1, 2020. | 7. COMMITMENTS AND CONTINGENCIES (a) On January 22, 2013, the Company entered into a license agreement with Advanced NeuroRehabilitation, LLC (“ANR”) for an exclusive right on ANR’s patent pending technology, claims and knowhow. In addition to the issuance of 3,207,005 shares of common stock, the Company agreed to pay a 4% royalty on net revenue on the sales of devices covered by the patent-pending technology and services related to the therapy or use of devices covered by the patent-pending technology. For the years ended December 31, 2019 and 2018, the Company recorded approximately $59 thousand and $0, respectively, in royalty expenses in its consolidated statement of operations. (b) On October 30, 2017, HMI amended the Asset Purchase Agreement with A&B which specified that if the Company fails to obtain FDA marketing authorization for commercialization of or otherwise fails to ensure that the PoNS device is available for purchase by the U.S. Government by December 31, 2021, the Company would be subject to a $2.0 million contract penalty payable to A&B, unless the Company receives an exemption for the requirement of FDA marketing authorization from the U.S. Army Medical Material Agency. In December 2018, the U.S. Army notified the Company that they were amending the Agreement such that the satisfaction of the obligation of the contract was changed from FDA marketing authorization of the PoNS device to submitting of an application for marketing authorization of the PoNS device with the FDA. As the Company submitted its application for marketing authorization of the PoNS device to the FDA on August 31, 2018, and with copies of the submission documents provided to the U.S. Army, the Company has met its obligation under the amended agreement. Based on this amendment the Company has determined that the possibility of a payment under this contractual penalty is remote. (c) In November 2014, the Company signed a development and distribution agreement with Altair LLC to apply for registration and distribution of the PoNS device in the territories of the former Soviet Union. Through March 31, 2019, the Company was entitled to receive a 7% royalty on sales of the devices within the territories. Altair terminated the distribution agreement effective May, 20, 2019. The Company made no commercial sales in the territories pursuant to the distribution agreement. (d) In March 2017, the Company entered into a lease for office space in Newtown, Pennsylvania. The initial term of the lease is from July 1, 2017 through December 31, 2022, with an option to extend until 2027. In July 2017, the Company amended the contract to commence the lease on July 17, 2017 through January 16, 2023, with an option to extend until January 2028. It is not reasonably certain at this point in time that the Company will elect to utilize the option to extend. Monthly rent plus utilities will be approximately $20 thousand per month beginning in January 2018 with a 3% annual increase. The following table summarizes the Company’s operating lease information including future minimum lease payments under a non-cancellable lease as of December 31, 2019 (amounts in thousands): For the Year Ending December 31, 2019 Operating lease cost $ 224 Operating lease – operating cash flows $ 246 Weighted average remaining lease term 3.05 years Weighted average discount rate 15.1 % Future minimum lease payments under non-cancellable lease as of December 31, 2019 were as follows: For the Period Ending December 31, 2020 $ 253 2021 260 2022 267 2023 10 Total future minimum lease payments 790 Less imputed interest (153 ) Total liability $ 637 Reported as of December 31, 2019 Current operating lease liability 172 Non-current operating lease liability 465 Total $ 637 (e) On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and the agreement will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day (f) In September 2018, the Company entered into an exclusive strategic alliance agreement with HTC and Heuro to establish up to three founding clinics to treat patients and create a replicable model for future clinic expansion. Under the terms of the agreement, the parties developed a clinic system to facilitate the commercialization of the PoNS Treatment in Canada. Under the terms of the agreement, the parties contracted with the clinics and developed a model for the clinics to deliver clinical services, featuring the PoNS Treatment to manage neurological conditions. During the second quarter of 2019, the Company entered into the clinic expansion phase of this alliance with the addition of three new PoNS authorized clinics, bringing the total number of clinics authorized to treat patients with the PoNS device to five in Canada. The agreement also provided for HTC to pay the Company CAD$750 thousand in three annual payments of CAD$250 thousand beginning December 31, 2019, in consideration for the exclusivity right the Company granted to Heuro. The Company and HTC governed the agreement through a joint steering committee, and each funded up to 50% of Heuro’s operating budget as agreed upon by a joint steering committee and shared in the net profits and losses of Heuro on a 50/50 basis. On October 30, 2019, the Company entered into a Share Purchase Agreement with HTC to purchase Heuro. The receivable was considered part of the consideration for acquisition and was imbedded in the purchase price allocation. See Note 2 for details of the transaction. For the years ended December 31, 2019 and 2018, the Company recorded $0.1 million and $0.2 million, respectively, in expenses for its share of the estimated costs incurred by Heuro. Additionally, for the year ended December 31, 2018, the Company recorded $0.2 million of expenses incurred by the Company in performing services on behalf of Heuro. The aforementioned expenses were recorded as general and administrative expenses in the Company’s consolidated statement of operations and comprehensive loss. During the year ended December 31, 2019, the Company recorded $0.1 million in cost of sales for services rendered in the Company’s consolidated statement of operations and comprehensive loss. Further for the year ended December 31, 2019, the Company recognized $37 thousand in fee revenue related to its arrangement with HTC and Heuro (see Note 2). |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 8. VARIABLE INTEREST ENTITIES A variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. Under ASC 810, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and is required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both: • the power to direct the activities that most significantly impact the economic performance of the VIE; and • the right to receive benefits from, or the obligation to absorb losses of the VIE that could be potentially significant to the VIE. The Company regularly assesses its relationships with contractual third party and other entities for potential VIE’s. In making this assessment, the Company considers the potential that its contracts or other arrangements provide subordinated financial support, absorb losses or rights to residual returns of the entity and the ability to directly or indirectly make decisions about the entity’s activities. If the Company determines that it is the primary beneficiary of a VIE, the Company consolidates the statements of operations and financial condition of the VIE into its consolidated financial statements. Unconsolidated Variable Interest Entity Prior to the acquisition of Heuro on October 30, 2019 (see Note 2), the Company utilized the consolidation guidance under ASC 810 to determine whether Heuro was a VIE, and if so, whether the Company was the primary beneficiary of Heuro (see Note 7(f)). Prior to the aforementioned acquisition, the Company had concluded that Heuro was a VIE based on the fact that the equity investment at risk in Heuro was not sufficient. The Company’s variable interests in Heuro arose from a profit sharing arrangement with Heuro. In determining whether the Company was the primary beneficiary and whether the Company had the right to receive benefits and the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluated its economic interest in Heuro. This evaluation considered all relevant factors of Heuro’s structure, including its capital structure, contractual rights to earnings (losses) as well as other contractual arrangements that had the potential to be economically significant. Following the guidance in ASC 810, although the Company had the obligation to absorb losses prior to October 30, 2019, the Company concluded that it was not the primary beneficiary, as it did not have the power to direct the activities that most significantly affected the economic performance of Heuro. The significant economic activities identified were financing activities, research and development activities, commercialization activities, supply and distribution activities, business strategy activities and clinic expansion activities. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company’s economic interests and control was a matter that required the exercise of professional judgement. Accordingly, prior to October 30, 2019, the Company did not consolidate Heuro in its consolidated financial statements nor did the Company have any carrying amounts for assets and liabilities relating to the variable interest in the VIE. Upon completion of the acquisition of Heuro on October 30, 2019, the Company consolidates Heuro’s results in its consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 7. RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2020, the Company paid approximately $5 thousand | 9. RELATED PARTY TRANSACTIONS For the years ended December 31, 2019 and 2018, the Company paid approximately $27 thousand and $33 thousand, respectively, in consulting fees to a director of the Company. As of December 31, 2019, the Company owed $5 thousand to a director for consulting services. During April 2016, the Company entered into a consulting agreement with Montel Media, Inc. (“Montel Media”), pursuant to which Montel Media provides consulting services for the promotion of the Company’s clinical trials and ongoing media and marketing strategies. Under the agreement, Montel Media received $15 thousand per month. During the first quarter of 2018, the Company terminated its agreement with Montel Media. Montel Media is owned by Montel Williams, who beneficially owns greater than 5% of the Company’s common stock. The Company paid Montel Media $45 thousand for the year ended December 31, 2018 pursuant to the consulting agreement. The Company made no payments to Montel Media for the year ended December 31, 2019 For the year ended December 31, 2018, a benefit of $0.3 million, which included a foreign exchange gain of $18 thousand was included in the change in fair value of derivative financial instruments as the fair value of stock-based 2018-07 non-employee The Company’s Chief Medical Officer was a founding member of Clinvue LLC (“Clinvue”), a company that provided regulatory advisory services to the Company until it ceased operations during the fourth quarter of 2018. The Company paid Clinvue approximately $0.1 million for consulting services in the year ended December 31, 2018. The Company made no payments to Clinvue for the year ended December 31, 2019. |
Sole-Source Cost-Sharing Agreem
Sole-Source Cost-Sharing Agreement and Cooperative Research and Development Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Abstract] | |
Sole-Source Cost-Sharing Agreement And Cooperative Research And Development Agreement | 10. SOLE-SOURCE COST-SHARING AGREEMENT AND COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT In July 2015, the Company entered into a sole source cost sharing agreement with the U.S. Army Medical Research and Materiel Command (“USAMRMC”). Under the terms of the contract, the USAMRMC reimbursed the Company up to $3.0 million to conduct a registrational trial investigating the safety and effectiveness of the PoNS device for the treatment of chronic balance deficits due to mmTBI. Reimbursement of expenses under the agreement was based on a schedule of milestones related to the completion of subjects in the trial. The original contract expired on December 31, 2016; however, the Company extended the agreement through December 31, 2017. On November 7, 2017, the Company received another extension of the contract agreement to December 31, 2018. In addition, during the third quarter of 2017, the Company announced the execution of an extension to its Cooperative Research and Development Agreement with the USAMRMC through 2018 and extended the deadline for commercialization of the PoNS device to December 31, 2021. In December 2018, the U.S. Army notified the Company that they were amending the U.S. Army Agreement such that the satisfaction of the obligation of the contract was changed from FDA marketing authorization of the PoNS device to submitting of an application for marketing authorization of the PoNS device with the FDA. The Company satisfied this obligation when it submitted its application for marketing authorization of the PoNS device to the FDA on August 31, 2018, and provided copies of the submission documents to the U.S. Army. As of December 31, 2018, the Company had received a total of $3.0 million with respect to expenses reimbursed for amounts owed to the Company for completion of development milestones. All reimbursement amounts received are credited directly to the accounts in which the original expenses were recorded, including research and development, wages and salaries, and legal expenses. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. SUBSEQUENT EVENTS On October 26, 2020, the Company closed on a private placement of an aggregate of 6,567,868 shares of common stock and warrants to purchase an aggregate of 3,283,936 shares of common stock at a purchase price of $0.52 per unit, consisting of one share and a warrant to purchase 0.50 shares of common stock, resulting in gross proceeds of approximately $3.4 million, excluding the proceeds, if any, that the Company may receive in the future from the exercise of the warrants. The Company incurred $0.2 million in share issuance costs, including placement agent fees. The warrants have an initial exercise price of $0.452 per share and are exercisable for a period of three years from the date of issuance. The Company also issued warrants to the placement agent to purchase 33,654 shares of common stock, with an exercise price of $0.565 per share. An officer of the Company and affiliates of an officer and director of the Company participated in the private placement on the same terms and conditions as all other purchasers, except that they paid $0.5244 per unit and their warrants have an exercise price of $0.4619 per share. Pursuant to the securities purchase agreement for the private placement, if the Company issues any shares of common stock or common stock equivalents for cash consideration, indebtedness or a combination thereof, with certain exceptions, within twelve months of the closing of the private placement, each purchaser who subscribed for at least $250,000 has the right to participate in up to such purchaser’s pro rata portion of 30% of the such subsequent financing on the same terms, conditions and price provided for in the subsequent financing. The following table sets forth the Company’s total stockholders’ equity as reported as of September 30, 2020 and as adjusted on a pro forma basis to reflect the recently completed private placement (amounts in thousands): Total stockholders’ equity as of September 30, 2020 $ 3,197 Net proceeds from October 2020 private placement 3,244 Pro forma total stockholders’ equity as of September 30, 2020 $ 6,441 Nasdaq Delisting On December 4, 2020, the Company received notice from the Listing Qualifications staff of Nasdaq indicating that the Company was not eligible for an additional 180 day extension to meet the Minimum Bid Price Requirement. As a result, the Staff determined that the Company’s securities would be subject to delisting unless the Company timely requests a hearing before the Panel. The Company timely submitted a request for a hearing before the Panel, which request stayed any suspension or delisting action by Nasdaq at least until the hearing process concludes and any extension granted by the Panel expires. An oral hearing has been schedule d |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Reverse Stock Split | Reverse Stock Split Effective after the close of business on January 22, 2018, the Company completed a 1-for-5 | |
Going Concern Uncertainty | Going Concern Uncertainty As of December 31, 2019, the Company had cash of $5.5 million. For the year ended December 31, 2019, the Company incurred a net loss of $9.8 million and, as of December 31, 2019, its accumulated deficit was $104.8 million. For the year ended December 31, 2019, the Company had $1.5 million of revenue from the commercial sale of products or services. The Company expects to continue to incur operating losses and net cash outflows until it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements are filed. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The Company intends to fund ongoing activities by utilizing its current cash on hand, cash received from the sale of its PoNS device in Canada and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019, included in its Annual Report on Form 10-K | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s reporting currency is the U.S. Dollar (“USD$”). |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the fair value pricing model for stock-based compensation, derivative financial instruments and deferred income tax asset valuation allowance. Financial statements include estimates which, by their nature, are uncertain. Actual outcomes could differ from these estimates. | Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosure of contingent assets and liabilities. Significant estimates include the assumptions used in the valuation of the significant financing component associated with revenue, fair value-pricing model for stock-based compensation and derivative financial instruments. Financial statements include estimates, which, by their nature, are uncertain. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation , | Principles of Consolidation The accompanying consolidated financial statements reflect the operations of Helius Medical Technologies, Inc. and its wholly owned subsidiaries. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation , |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company is subject to credit risk with respect to its cash. Amounts invested in such instruments are limited by credit rating, maturity, industry group, investment type and issuer. The Company is not currently exposed to any significant concentrations of credit risk from these financial instruments. The Company seeks to maintain safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements and a competitive after-tax | Concentrations of Credit Risk The Company is subject to credit risk with respect to its cash. Amounts invested in such instruments are limited by credit rating, maturity, industry group, investment type and issuer. The Company is not currently exposed to any significant concentrations of credit risk from these financial instruments. The Company seeks to maintain safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements and a competitive after-tax |
Receivables | Receivables Accounts receivables are stated at their net realizable value. In determining the appropriate allowance for doubtful accounts, the Company considers a combination of factors, such as the aging of trade receivables, its customers’ financial strength, and payment history. Changes in these factors, among others, may lead to adjustments in the Company’s allowance for doubtful accounts. The calculation of the allowance required judgment by Company management. As of September 30, 2020, the Company’s accounts receivable of $0.1 million, is net of an allowance for doubtful accounts of $0.4 million and is the result of revenue from product sales. As of December 31, 2019, the Company’s accounts receivable of $0.2 million, is net of an allowance for doubtful accounts of $0.2 million and is the result of revenue from product sales. Other receivables as of September 30, 2020 and December 31, 2019 included refunds from research and development (“R&D”) tax credits of $21 thousand and $0.2 million, respectively, and Goods and Services Tax (“GST”) and Quebec Sales Tax (“QST”) refunds of $0.1 million and $0.1 million, respectively, related to the Company’s Canadian expenditures. | Receivables Accounts receivables are stated at their net realizable value. In determining the appropriate allowance for doubtful accounts, the Company considers a combination of factors, such as the aging of trade receivables, its customers’ financial strength, and payment history. Changes in these factors, among others, may lead to adjustments in the Company’s allowance for doubtful accounts. The calculation of the required allowance requires judgment by Company management. As of December 31, 2019, the Company’s accounts receivable of $0.4 million, is net of an allowance for doubtful accounts of $0.2 million and is the result of revenue from product sales. As of December 31, 2018, accounts receivable consisted primarily of amounts owed related to license revenue of approximately $0.5 million recognized in 2018 resulting from the Company’s arrangement with HTC and Heuro, of which $0.3 million was classified as a non-current Other receivables included refunds from research and development (“R&D”) tax credits of $0.2 million and Goods and Services Tax and Quebec Sales Tax refunds related to the Company’s Canadian expenditures of $0.1 million as of December 31, 2019. Other receivables included refunds from research and development (“R&D”) tax credits of $0.1 million as of December 31, 2018. |
Inventory | Inventory The Company’s inventory consists of raw materials, work in progress and finished goods of the PoNS device. Inventory is stated at the lower of cost (average cost method) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made if required. The Company calculates provisions for excess inventory based on inventory on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves. Inventory markdowns to net realizable value of $2 thousand was As of September 30, 2020 and December 31, 2019, inventory consisted of the following (amounts in thousands): As of As of Raw materials $ 159 $ 144 Work-in-process 446 375 Finished goods 19 129 Inventory $ 624 $ 648 Inventory reserve (52 ) (50 ) Total inventory, net of reserve $ 572 $ 598 | Inventory The Company’s inventory consists of raw materials, work in progress and finished goods of the PoNS device. Inventory is stated at the lower of cost (average cost method) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made if required. The Company calculates provisions for excess inventory based on inventory on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. There can be no assurance that the amount ultimately realized for inventories will not be materially different than that assumed in the calculation of the reserves. Inventory markdowns to net realizable value of $50 thousand were recorded during the year ended December 31, 2019. As of December 31, 2019 and 2018, inventory consisted of the following (amounts in thousands): As of As of Raw materials $ 144 $ 392 Work-in-process 375 — Finished goods 129 — Inventory $ 648 $ 392 Inventory reserve (50 ) — Total inventory, net of reserve $ 598 $ 392 |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of the Company’s leasehold improvements is over the shorter of its lease term or useful life of 5 years; the estimated useful life for the Company’s furniture and fixtures is 7 years; and equipment has an estimated useful life of 15 years, while computer software and hardware has an estimated useful life of 3 to 5 years. As of September 30, 2020 and December 31, 2019, property and equipment consisted of the following (amounts in thousands): As of As of Leasehold improvement $ 64 $ 182 Furniture and fixtures 93 247 Equipment 300 286 Computer software and hardware 182 182 Property and equipment 639 897 Less accumulated depreciation (176 ) (185 ) Property and equipment, net $ 463 $ 712 Depreciation expense was $92 thousand During the nine months ended September 30, 2020, the Company sold furniture and fixtures with a net book value of $118 thousand for $61 thousand. Additionally, the Company abandoned leasehold improvements with a net book value of $53 thousand. The loss on the disposal of the furniture and fixtures and leasehold improvements of $110 thousand was recorded as selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. Depreciation is recognized using the straight-line method over the useful lives of the related asset or the term of the related lease. Expenditures for maintenance and repairs, which do not improve or extend the expected useful life of the assets, are expensed to operations while major repairs are capitalized. The estimated useful life of its leasehold improvements is over the shorter of its lease term or useful life of 5 years, the estimated useful life of furniture and fixtures is 7 years; equipment has an estimated useful life of 15 years and computer software and hardware has an estimated useful life of 3 to 5 years. The following tables summarizes the Company’s property and equipment as of December 31, 2019 and 2018 (amounts in thousands): As of December 31, 2019 2018 Leasehold improvement $ 182 $ 182 Furniture and fixtures 247 185 Equipment 286 219 Computer hardware and software 182 44 Property and equipment 897 630 Less accumulated depreciation (185 ) (76 ) Property and equipment, net $ 712 $ 554 Depreciation expense of $127 thousand and $59 thousand for the years ended December 31, 2019 and 2018, respectively. During 2019, the Company wrote-off |
Business Combinations | Business Combinations Transactions in which the Company obtains control of a business are accounted for according to the acquisition method as described in FASB ASC 805 – Business Combinations. The assets acquired and liabilities assumed are recognized and measured at their fair values as of the date control is obtained. Acquisition related costs in connection with a business combination are expensed as incurred. Contingent consideration is recognized and measured at fair value at the acquisition date and until paid re-measured On October 30, 2019, the Company and HTC entered into a Share Purchase Agreement (the “SPA”) whereby the Company, through its wholly owned subsidiary, acquired Heuro from HTC. Under the terms of the SPA, total consideration of approximately CAD$2.1 million (USD$1.6 million) was transferred to HTC, which included (1) cash of CAD$0.5 million (USD$0.4 million), (2) delivery of 55 PoNS devices for which the fair value was determined to be CAD$0.5 million (USD$0.4 million), (3) the forgiveness of CAD$750 thousand (USD$0.5 million) receivable from the September 2018 strategic alliance agreement and (4) the exclusivity rights granted to HTC in the Co-Promotion The acquisition related costs were $0.1 million and were accounted for as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019. The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019: October 30, 2019 Fair Value Assets: Cash and cash equivalents $ 1 Other receivables 19 Fixed assets 7 Intangibles 1,053 Goodwill 737 Total assets $ 1,817 Liabilities: Accounts payable $ 186 Other current liabilities 9 Total liabilities $ 195 Net assets acquired $ 1,622 The fair values assigned to identifiable intangible assets assumed were based on management’s estimates and assumptions as of such date and are considered finalized. The Company recorded measurement adjustments of $0.4 million during the nine months ended September 30, 2020, all of which was recorded during the first quarter of 2020. The recorded adjustments related to the recognition of reacquired exclusivity rights. Acquired intangibles consisted of customer relationships, proprietary technology and reacquired rights. The remaining useful life at acquisition was 1.25 years, 5 years and 3.87 years, respectively, and the acquired intangibles are amortized using the straight-line method. Factors considered by the Company in determination of goodwill include synergies, strategic fit and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. The recognized goodwill of $0.7 million is not expected to be deductible for tax purposes. The fair value of 55 PoNS devices which we agreed to transfer to HTC pursuant to the SPA in the amount of CAD$0.5 million will be recognized as revenue within the consolidated statements of operations and comprehensive loss once control has been transferred in accordance with ASC 606. As of December 31, 2019, the control had not been transferred resulting in the fair value being recorded as deferred revenue on the condensed consolidated balance sheet. As of September 30, 2020, the control of 11 devices had been transferred resulting in recognition of revenue for these devices. The fair value of the remaining 44 devices is still recorded as deferred revenue on the condensed consolidated balance sheet. In connection with the SPA, on October 30, 2019, the Company entered into a Clinical Research and Co-Promotion “Co-Promotion TM co-promotion Co-Promotion Co-Promotion ten-year | Business Combinations Transactions in which the Company obtains control of a business are accounted for according to the acquisition method as described in FASB ASC 805 – Business Combinations. The assets acquired and liabilities assumed are recognized and measured at their fair values as of the date control is obtained. Acquisition related costs in connection with a business combination are expensed as incurred. Contingent consideration is recognized and measured at fair value at the acquisition date and until paid re-measured On October 30, 2019, the Company and HTC entered into a Share Purchase Agreement (the “SPA”) whereby the Company, through its wholly owned subsidiary, acquired Heuro from HTC. Under the terms of the SPA, total consideration of approximately CAD$2.1 million (USD$1.6 million) was paid to HTC, which included (1) cash of CAD$0.5 million (USD$0.4 million), (2) delivery of 55 PoNS devices for which the fair value was determined to be CAD$0.5 million (USD$0.4 million), (3) the CAD$750 thousand (USD$0.6 million) receivable from the September 2018 strategic alliance agreement and (4) the sale of exclusivity rights granted to HTC in the Co-Promotion The operating results of Heuro have been included in the consolidated statement of operations and comprehensive loss since the date of the acquisition. The acquisition related costs were $0.1 million and were accounted for as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. Supplemental proforma financial information has not been presented here because the proforma effects of this acquisition are not material to the Company’s reported results for any period presented. The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019: Assets: October 30, 2019 Cash and cash equivalents $ 1 Other receivables 19 Fixed assets 7 Intangibles 564 Goodwill 1,226 Total assets $ 1,817 Liabilities: Accounts payable 186 Other current liabilities 9 Total liabilities $ 195 Net assets acquired $ 1,622 The fair values assigned to identifiable intangible assets assumed were based on management’s current estimates and assumptions and is considered preliminary. The Company believes that the most recent information available provides a reasonable basis for assigning fair value, but anticipates receiving additional information, and as such, the provisional measurements of fair value are subject to change. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the acquisition date. Acquired intangibles consisted of customer relationships and proprietary technology. The remaining useful life at acquisition was 1.25 years and 5 years, respectively, and the acquired intangibles are amortized using the straight-line method. Factors considered by the Company in determination of goodwill include synergies, strategic fit and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. The recognized goodwill of $1.2 million is not expected to be deductible for tax purposes. The fair value of the 55 PoNS devices in the amount of CAD$0.5 million will be recognized as revenue within the consolidated statements of operations and comprehensive loss once control has been transferred in accordance with ASC 606. As of December 31, 2019, the control had not been transferred resulting in the fair value being recorded as deferred revenue on the consolidated balance sheet. In connection with the SPA, on October 30, 2019, the Company entered into a Clinical Research and Co-Promotion “Co-Promotion TM co-promotion Co-Promotion Co-Promotion |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of purchase Goodwill is allocated to and evaluated for impairment at the Company’s one identified reporting unit. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect not to perform the qualitative assessment for its reporting unit and perform the quantitative impairment test. The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the estimated fair value of the reporting unit. If the estimated fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess of the carrying value over the estimated fair value is recorded as an impairment loss, the amount of which is not to exceed the total amount of goodwill allocated to the reporting unit. The COVID-19 COVID-19 The following is a summary of the activity for the nine month period ended September 30, 2020 for goodwill: Goodwill 2020 Carrying amount at beginning of period $ 1,242 Business acquisition fair value allocation adjustment (454 ) Foreign currency translation (63 ) Carrying amount at end of period $ 725 Definite-lived intangibles consist principally of acquired customer relationships, proprietary software and reacquired rights as well as internally developed software. All are amortized straight-line over their estimated useful lives. Amortization expense related to intangible assets was $0.3 million during the nine months ended September 30, 2020. No amortization expense related to intangible assets was recorded during the nine months ended September 30, 2019. The Company reviews long-lived assets, including definite-lived intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability is assessed for the carrying value of assets held for use based on a review of undiscounted projected cash flows. Impairment losses, where identified, are measured as the excess of the carrying value of the long-lived asset over its estimated fair value as determined by discounted projected cash flows. During the nine months ended September 30, 2020, the Company incurred an intangible asset impairment loss of $0.2 million related to the customer relationships, all of which was incurred during the first quarter of 2020, which is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations and comprehensive loss. Intangible assets as of September 30, 2020 and December 31, 2019 consist of the following: Useful Life As of September 30, 2020 As of December 31, 2019 Gross Accumulated Gross Accumulated Customer relationships 1.25 years $ 227 $ (191 ) $ 423 $ (55 ) Acquired proprietary software 5 years 143 (26 ) 148 (5 ) Reacquired rights 3.87 years 480 (113 ) — — Internally developed software 3 years 82 (23 ) 75 (4 ) Total intangible assets $ 932 $ (353 ) $ 646 $ (64 ) Amortization expense is anticipated to be as follows in future years: For the Year Ending December 31, 2020 (remaining 3 months) $ 73 2021 189 2022 176 2023 117 2024 24 $ 579 | Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over the fair values underlying net assets acquired in an acquisition. All of the Company’s goodwill as of December 31, 2019 is the result of the Heuro acquisition discussed above. Goodwill is not amortized, but rather will be tested annually for impairment or more frequently if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company will test goodwill for impairment annually in the fourth quarter of each year using data as of October 1 of that year. Goodwill is allocated to, and evaluated for impairment at the Company’s one identified reporting unit. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect not to perform the qualitative assessment for its reporting unit and perform the quantitative impairment test. The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the estimated fair value of the reporting unit. If the estimated fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess of the carrying value over the estimated fair value is recorded as an impairment loss, the amount of which is not to exceed the total amount of goodwill allocated to the reporting unit. Definite-lived intangibles consist principally of acquired customer relationships and proprietary software as well as internally developed software. All are amortized straight-line over their estimated useful lives. Intangible assets as of December 31, 2019 consist of the following: As of December 31, 2019 Useful Life Gross Carrying Accumulated Customer relationships 1.25 years $ 423 $ (55 ) Acquired proprietary software 5 years 148 (5 ) Internally developed software 3 years 75 (4 ) Total intangible assets $ 646 $ (64 ) Amortization expense related to the intangible assets was $64 thousand for the year ended December 31, 2019. Amortization expense is anticipated to be as follows in future years: For the Year Ending December 31, 2020 $ 393 2021 83 2022 51 2023 30 2024 25 $ 582 |
Internally Developed Software Costs | Internally Developed Software Costs The Company follows ASC 350-40, | |
Leases | Leases On January 1, 2019, the Company adopted ASU No. 2016-02, Leases right-of-use The Company does not record an operating lease ROU asset and corresponding lease liability for leases with an initial term of twelve months or less and recognizes lease expense for these leases as incurred over the lease term. The Company had only one operating lease, which was for its headquarters office in Newtown, Pennsylvania upon the adoption date. As of September 30, 2020, the Company has not entered into any additional lease arrangements, but did modify the existing lease arrangement. Operating lease ROU assets and operating lease liabilities are recognized upon the adoption date based on the present value of lease payments over the lease term. The Company does not have a public credit rating and as such used a corporate yield with a “CCC” rating by S&P Capital IQ with a term commensurate with the term of its lease as its incremental borrowing rate in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease arrangement does not have lease and non-lease | Leases On January 1, 2019, the Company adopted ASU No. 2016-02, Leases right-of-use The Company does not record an operating lease ROU asset and corresponding lease liability for leases with an expected term of twelve months or less and recognizes lease expense for these leases as incurred over the lease term. As of December 31, 2019, the Company had only one operating lease, which was for its headquarters office in Newtown, Pennsylvania upon the adoption date. As of December 31, 2019, the Company has not entered into any additional lease arrangements. Operating lease ROU assets and operating lease liabilities are recognized upon the adoption date based on the present value of lease payments over the lease term. The Company does not have a public credit rating and as such used a corporate yield with a “CCC” rating by S&P Capital IQ with a term commensurate with the term of its lease as its incremental borrowing rate in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease arrangement does not have lease and non-lease |
Foreign Currency | Foreign Currency The Company’s functional currency is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary non-monetary non-monetary The functional currency of HMC and HCA, the Company’s Canadian subsidiaries, is the CAD$ and the functional currency of HMI and HNR is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s condensed consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange (loss) gain, as a component of comprehensive loss, within the condensed consolidated statements of operations and comprehensive loss. | Foreign Currency Prior to April 1, 2018, the Company’s functional currency was the Canadian dollar (“CAD$”). Translation gains and losses from the application of the USD$ as the reporting currency during the period that the Canadian dollar was the functional currency were included as part of cumulative currency translation adjustment, which is reported as a component of stockholders’ equity (deficit) as accumulated other comprehensive income (loss). The Company re-assessed For periods commencing April 1, 2018, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary non-monetary non-monetary The functional currency of HMC and HCA, the Company’s Canadian subsidiaries, is the CAD$ and the functional currency of HMI and HNR is the USD$. Transactions in foreign currencies are recorded into the functional currency of the relevant subsidiary at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Revenues, expenses and cash flows are translated at the weighted-average rates of exchanges for the reporting period. The resulting currency translation adjustments are not included in the Company’s consolidated statements of operations and comprehensive loss for the reporting period, but rather are accumulated and gains and losses are recorded in foreign exchange gain (loss), as a component of comprehensive loss, within the consolidated statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method. Compensation cost is not adjusted for estimated forfeitures, but instead is adjusted upon an actual forfeiture of a stock option. The Company accounts for the granting of stock options to employees and non-employees paid-in paid-in In accordance with ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), non-employees non-employee The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company’s equity securities trades, (b) the currency in which the employee’s pay is denominated, or (c) the Company’s functional currency, are required to be classified as liabilities. | Stock-Based Compensation The Company accounts for all stock-based payments and awards under the fair value-based method. The Company recognizes its stock-based compensation expense using the straight-line method. The Company accounts for the granting of stock options to employees and non-employees paid-in paid-in Prior to the adoption of ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) non-employees non-employees re-measured non-employees non-forfeitable 2018-07, non-employees non-employee The Company uses the Black-Scholes option-pricing model to calculate the fair value of stock options. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company’s equity securities trades in, (b) the currency in which the employee’s pay is denominated, or (c) the Company’s functional currency, are required to be classified as liabilities. The change in the Company’s functional currency, effective April 1, 2018 resulted in the reclassification of outstanding stock options that were previously denominated in CAD$ from equity- to liability-classified options (see Note 4). Liability classified options are re-measured paid-in paid-in non-employee |
Revenue Recognition | Revenue Recognition In accordance with the FASB’s ASC 606, Revenue from Contracts with Customers (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied. Product Sales, net During the first half of 2019, product sales were derived from the sale of the PoNS device and certain support services including services from the use of the NeuroCatch TM Fee Revenue During the nine months ended September 30, 2020, the Company recognized $9 thousand of fee revenue related to engaging new neuroplasticity clinics to provide the PoNS Treatment. During the nine months ended September 30, 2019, the Company recognized $49 thousand of fee revenue associated with the Company’s agreement with HTC and Heuro that entitled the Company to 50% of the franchise fees collected by Heuro from each executed franchise agreement. As of September 30, 2020 and December 31, 2019, the Company had no contract assets or liabilities on its condensed consolidated balance sheets related to the supply agreements with each clinic. License Revenue The Company did not record any license revenue during the nine months ended September 30, 2019. As described above, the Company modified its arrangement with HTC on October 30, 2019. License revenue will be recognized ratably over the ten-year Co-Promotion Co-Promotion | Revenue Recognition In accordance with FASB’s ASC 606, Revenue from Contracts with Customers (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to contracts when it determines that it is probable it will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price, after consideration of variability and constraints, if any, that is allocated to the respective performance obligation when the performance obligation is satisfied. License Revenue Prior to the fourth quarter of 2018, the Company had not generated revenue. During the fourth quarter of 2018, as part of its exclusive strategic alliance agreement, the Company transferred a license to Heuro in order for it to develop the clinic systems to facilitate the commercialization of the PoNS Treatment in Canada. The license was a functional license as it had stand-alone functionality. As such, the Company recognized revenue once control transferred, which occurred in the fourth quarter of 2018 when regulatory approval of the PoNS device in Canada was obtained and the commercialization of the product, as defined within the agreement, began. The agreement provided to pay the Company CAD$750 thousand in three annual payments of CAD$250 thousand beginning December 31, 2019, in consideration for the exclusivity right the Company granted to Heuro. The Company considered this to be a significant financing component and as such, the amount reflected in its consolidated statements of operations and comprehensive loss was discounted. The discount rate utilized to measure revenue and the related receivable was determined based on the rate that would be reflected in a separate financing transaction with the customer. During the fourth quarter of 2018, the Company recognized revenues of $0.5 million in license fees when it satisfied its performance obligation. As described above, the Company modified its arrangement with HTC on October 30, 2019. License revenue will be recognized ratably over the ten year term as the performance obligation is met in connection with the Co-Promotion Co-Promotion Product Sales, net During the first half of 2019, product sales were derived from the sale of the PoNS device and certain support services including services from the use of the NeuroCatch TM Fee Revenue During the first half of 2019, the Company’s agreement with HTC and Heuro also entitled the Company to 50% of the franchise fees collected by Heuro from each franchise agreement Heuro executed with neuroplasticity clinics engaged in providing the PoNS Treatment. For the year ended December 31, 2019, the Company recognized $37 thousand as its 50% portion of the franchise fees. There were 3 franchise agreements entered into for the year ended December 31, 2019, all of which occurred in the first half of the year. As of December 31, 2019, the Company had recorded $0.2 million in current receivables, net and had no contract assets or liabilities on its consolidated balance sheets related to the supply agreements with each clinic. As of December 31, 2019, the Company did not have any receivables on its consolidated balance sheets related to license revenue pursuant to the Company’s arrangement with HTC and Heuro due to the modification of its arrangement with HTC on October 30, 2019. As of December 31, 2018, the Company has recorded $0.2 million and $0.3 million in current and non-current |
Cost of Sales | Cost of Sales Cost of product sales includes the cost to manufacture the PoNS device, royalty expenses, freight charges, customs duties, wages and salaries of employees involved in the management of the supply chain and logistics of fulfilling the Company’s sales orders and certain support services provided by Heuro on the Company’s behalf. | Cost of Sales Cost of product sales includes the cost to manufacture the PoNS device, royalty expenses, freight charges, customs duties, wages and salaries of employees involved in the management of the supply chain and logistics of fulfilling the Company’s sales orders and certain support services provided by Heuro on the Company’s behalf. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has adopted the provisions of ASC 740 Income Taxes On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. We continue to examine the impact that the CARES Act may have on our business. Currently, we do not believe the CARES Act will have a material impact on our accounting for income taxes. | Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has adopted the provisions of ASC 740 Income Taxes |
Research and Development Expenses | Research and Development Expenses Research and development (“R&D”) expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, development and manufacturing of clinical trial devices and devices for manufacturing testing and materials and supplies as well as regulatory costs related to post market surveillance, quality assurance complaint handling and adverse event reporting. R&D costs are charged to operations when they are incurred. | Research and Development Expenses Research and development (“R&D”) expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, development and manufacturing of clinical trial devices and devices for manufacturing testing and materials and supplies as well as regulatory costs related to post market surveillance, quality assurance complaint handling and adverse event reporting. R&D costs are charged to operations when they are incurred. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying condensed consolidated financial statements in the aggregate in one reportable segment. | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates and manages its business within one operating and reportable segment. Accordingly, the Company reports the accompanying consolidated financial statements in the aggregate in one reportable segment. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging re-measured re-measured The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the condensed consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder. | Derivative Financial Instruments The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815, Derivatives and Hedging re-measured non-employee re-measured The classification of derivative financial instruments, including whether such instruments should be recorded as liabilities/assets or as equity, is reassessed at the end of each reporting period. Derivative financial instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative financial instruments will be classified in the consolidated balance sheet as current if the right to exercise or settle the derivative financial instrument lies with the holder. |
Fair Value Measurements | Fair Value Measurements The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company’s financial instruments recorded in its condensed consolidated balance sheets consist primarily of cash, accounts receivable, other current receivables, operating lease ROU asset, accounts payable, accrued liabilities, operating lease liability and derivative financial instruments. The book values of these instruments, with the exception of derivative financial instruments, non-current non-current The Company’s derivative financial instruments are classified as Level 3 within the fair value hierarchy. Unobservable inputs used in the valuation of these financial instruments include volatility of the underlying share price and the expected term. See Note 3 for the inputs used in the Black-Scholes option pricing model as of September 30, 2020 and December 31, 2019 and the roll forward of the Company’s derivative financial instruments. The Company’s derivative financial instruments are comprised of warrants which are classified as liabilities. The following table summarizes the Company’s recurring fair value measurements for derivative financial instruments and stock-based compensation liability within the fair value hierarchy as of September 30, 2020 and December 31, 2019 (amounts in thousands): Fair Value Level 1 Level 2 Level 3 September 30, 2020 Liabilities: Derivative financial instruments $ — $ — $ — $ — December 31, 2019 Liabilities: Derivative financial instruments $ 5 $ — $ — $ 5 There were no transfers between any levels for any of the periods presented. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company’s assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. Due to the COVID-19 | Fair Value Measurements The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company’s financial instruments recorded in its consolidated balance sheets consist primarily of cash, receivables, accounts payable, accrued liabilities, and derivative financial instruments. The book values of these instruments, with the exception of derivative financial instruments and non-current The Company’s derivative financial instruments are classified as Level 3 within the fair value hierarchy and required to be recorded at fair value on a recurring basis. Unobservable inputs used in the valuation of these financial instruments include volatility of the underlying share price and the expected term. See Note 3 for the inputs used in the Black-Scholes option-pricing model as of December 31, 2019 and 2018 and the roll forward of the derivative financial instruments. The Company’s derivative financial instruments are comprised of warrants which are classified as liabilities. The following table summarizes the Company’s derivative financial instruments and stock-based compensation liability within the fair value hierarchy as of December 31, 2019 and 2018 (amounts in thousands): Fair Value Level 1 Level 2 Level 3 December 31, 2019 Liabilities: Derivative financial instruments $ 5 $ — $ — $ 5 December 31, 2018 Assets: Non-current $ 294 $ — $ — $ 294 Liabilities: Derivative financial instruments $ 13,769 $ — $ — $ 13,769 There were no transfers between any of the levels during the years ended December 31, 2019 and 2018. |
Basic and Diluted Income (Loss) per Share | Basic and Diluted Loss per Share Earnings or loss per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands except shares and per share data): Nine Months Ended 2020 2019 Basic Numerator: Net loss $ (11,595 ) $ (4,450 ) Denominator: Weighted average common shares outstanding 39,187,370 25,869,039 Basic net loss per share $ (0.30 ) $ (0.17 ) Diluted Numerator: Net loss, basic $ (11,595 ) $ (4,450 ) Effect of dilutive securities — — Net loss, diluted $ (11,595 ) $ (4,450 ) Denominator: Weighted average common shares outstanding – basic 39,187,370 25,869,039 Potential common share issuances: Incremental dilutive shares from equity instruments (treasury stock method) — — Weighted average common shares outstanding 39,187,370 25,869,039 Diluted net loss per share $ (0.30 ) $ (0.17 ) The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the nine months ended September 30, 2020 and 2019 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock. Nine Months Ended 2020 2019 Stock options outstanding 3,929,944 3,629,288 RSUs 5,752 — Warrants outstanding 9,295,445 3,043,605 Total 13,231,141 6,672,893 | Basic and Diluted Income (Loss) per Share Earnings or loss per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts): For the Year Ended December 31, 2019 2018 Basic and Diluted Numerator Net loss $ (9,781 ) $ (28,623 ) Denominator Weighted-average common shares outstanding – basic and diluted 26,352,642 22,786,192 Basic and diluted net loss per share $ (0.37 ) $ (1.26 ) The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the years ended December 31, 2019 and 2018 and because the exercise price of certain of these outstanding securities were greater than the average closing price of the Company’s common stock. For the Year Ended December 31, 2019 2018 Options outstanding 3,467,292 3,308,049 RSUs 27,697 964 Warrants outstanding 3,043,605 4,004,304 Total 6,538,594 7,313,317 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates 2016-13. 2016-13 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In November 2018, FASB issued ASU 2018-18, ollaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates 2016-13. 2016-13 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In November 2018, FASB issued ASU 2018-18, ollaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, co-promotion co-promotion |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Inventory | As of September 30, 2020 and December 31, 2019, inventory consisted of the following (amounts in thousands): As of As of Raw materials $ 159 $ 144 Work-in-process 446 375 Finished goods 19 129 Inventory $ 624 $ 648 Inventory reserve (52 ) (50 ) Total inventory, net of reserve $ 572 $ 598 | As of December 31, 2019 and 2018, inventory consisted of the following (amounts in thousands): As of As of Raw materials $ 144 $ 392 Work-in-process 375 — Finished goods 129 — Inventory $ 648 $ 392 Inventory reserve (50 ) — Total inventory, net of reserve $ 598 $ 392 |
Summary of Property and Equipment | As of September 30, 2020 and December 31, 2019, property and equipment consisted of the following (amounts in thousands): As of As of Leasehold improvement $ 64 $ 182 Furniture and fixtures 93 247 Equipment 300 286 Computer software and hardware 182 182 Property and equipment 639 897 Less accumulated depreciation (176 ) (185 ) Property and equipment, net $ 463 $ 712 | The following tables summarizes the Company’s property and equipment as of December 31, 2019 and 2018 (amounts in thousands): As of December 31, 2019 2018 Leasehold improvement $ 182 $ 182 Furniture and fixtures 247 185 Equipment 286 219 Computer hardware and software 182 44 Property and equipment 897 630 Less accumulated depreciation (185 ) (76 ) Property and equipment, net $ 712 $ 554 |
Summary of Recognized Fair Values of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019: October 30, 2019 Fair Value Assets: Cash and cash equivalents $ 1 Other receivables 19 Fixed assets 7 Intangibles 1,053 Goodwill 737 Total assets $ 1,817 Liabilities: Accounts payable $ 186 Other current liabilities 9 Total liabilities $ 195 Net assets acquired $ 1,622 | The following table summarizes the recognized fair values of identifiable assets acquired and liabilities assumed as of October 30, 2019: Assets: October 30, 2019 Cash and cash equivalents $ 1 Other receivables 19 Fixed assets 7 Intangibles 564 Goodwill 1,226 Total assets $ 1,817 Liabilities: Accounts payable 186 Other current liabilities 9 Total liabilities $ 195 Net assets acquired $ 1,622 |
Summary of Activity for Goodwill | The following is a summary of the activity for the nine month period ended September 30, 2020 for goodwill: Goodwill 2020 Carrying amount at beginning of period $ 1,242 Business acquisition fair value allocation adjustment (454 ) Foreign currency translation (63 ) Carrying amount at end of period $ 725 | |
Summary of Intangible Assets | Intangible assets as of September 30, 2020 and December 31, 2019 consist of the following: Useful Life As of September 30, 2020 As of December 31, 2019 Gross Accumulated Gross Accumulated Customer relationships 1.25 years $ 227 $ (191 ) $ 423 $ (55 ) Acquired proprietary software 5 years 143 (26 ) 148 (5 ) Reacquired rights 3.87 years 480 (113 ) — — Internally developed software 3 years 82 (23 ) 75 (4 ) Total intangible assets $ 932 $ (353 ) $ 646 $ (64 ) | Intangible assets as of December 31, 2019 consist of the following: As of December 31, 2019 Useful Life Gross Carrying Accumulated Customer relationships 1.25 years $ 423 $ (55 ) Acquired proprietary software 5 years 148 (5 ) Internally developed software 3 years 75 (4 ) Total intangible assets $ 646 $ (64 ) |
Summary of Anticipated Amortization Expense | Amortization expense is anticipated to be as follows in future years: For the Year Ending December 31, 2020 (remaining 3 months) $ 73 2021 189 2022 176 2023 117 2024 24 $ 579 | Amortization expense is anticipated to be as follows in future years: For the Year Ending December 31, 2020 $ 393 2021 83 2022 51 2023 30 2024 25 $ 582 |
Summary of Derivative Financial Instruments and Stock-Based Compensation Liability for Non-employee Stock Options | The following table summarizes the Company’s recurring fair value measurements for derivative financial instruments and stock-based compensation liability within the fair value hierarchy as of September 30, 2020 and December 31, 2019 (amounts in thousands): Fair Value Level 1 Level 2 Level 3 September 30, 2020 Liabilities: Derivative financial instruments $ — $ — $ — $ — December 31, 2019 Liabilities: Derivative financial instruments $ 5 $ — $ — $ 5 | The following table summarizes the Company’s derivative financial instruments and stock-based compensation liability within the fair value hierarchy as of December 31, 2019 and 2018 (amounts in thousands): Fair Value Level 1 Level 2 Level 3 December 31, 2019 Liabilities: Derivative financial instruments $ 5 $ — $ — $ 5 December 31, 2018 Assets: Non-current $ 294 $ — $ — $ 294 Liabilities: Derivative financial instruments $ 13,769 $ — $ — $ 13,769 |
Summary of Basic and Diluted Loss per Share | The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands except shares and per share data): Nine Months Ended 2020 2019 Basic Numerator: Net loss $ (11,595 ) $ (4,450 ) Denominator: Weighted average common shares outstanding 39,187,370 25,869,039 Basic net loss per share $ (0.30 ) $ (0.17 ) Diluted Numerator: Net loss, basic $ (11,595 ) $ (4,450 ) Effect of dilutive securities — — Net loss, diluted $ (11,595 ) $ (4,450 ) Denominator: Weighted average common shares outstanding – basic 39,187,370 25,869,039 Potential common share issuances: Incremental dilutive shares from equity instruments (treasury stock method) — — Weighted average common shares outstanding 39,187,370 25,869,039 Diluted net loss per share $ (0.30 ) $ (0.17 ) | The basic and diluted loss per share for the periods noted below is as follows (amounts in thousands, except for share and per share amounts): For the Year Ended December 31, 2019 2018 Basic and Diluted Numerator Net loss $ (9,781 ) $ (28,623 ) Denominator Weighted-average common shares outstanding – basic and diluted 26,352,642 22,786,192 Basic and diluted net loss per share $ (0.37 ) $ (1.26 ) |
Summary of Outstanding Securities Excluded from Computation of Diluted Weighted Shares Outstanding | The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the nine months ended September 30, 2020 and 2019 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock. Nine Months Ended 2020 2019 Stock options outstanding 3,929,944 3,629,288 RSUs 5,752 — Warrants outstanding 9,295,445 3,043,605 Total 13,231,141 6,672,893 | The following outstanding securities have been excluded from the computation of diluted weighted shares outstanding for the periods noted below, as they would have been anti-dilutive due to the Company’s losses for the years ended December 31, 2019 and 2018 and because the exercise price of certain of these outstanding securities were greater than the average closing price of the Company’s common stock. For the Year Ended December 31, 2019 2018 Options outstanding 3,467,292 3,308,049 RSUs 27,697 964 Warrants outstanding 3,043,605 4,004,304 Total 6,538,594 7,313,317 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | The fair value of all warrants classified as derivative financial instruments outstanding as of September 30, 2020 and December 31, 2019 were estimated using the Black-Scholes option pricing model with the following weighted average assumptions: September 30, December 31, Stock price CAD$ 0.53 CAD$ 1.23 Exercise price CAD$ 12.25 CAD$ 12.25 Warrant term 0.53 years 1.28 years Expected volatility 107.16 % 72.43 % Risk-free interest rate 0.16 % 1.72 % Dividend rate 0.00 % 0.00 % | The fair value of all warrants classified as derivative financial instruments outstanding as of December 31, 2019 and 2018 were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: As of December 31, 2019 2018 Stock price CAD $ 1.23 CAD$ 12.80 Exercise price CAD $ 12.25 CAD$ 10.89 Warrant term 1.28 years 1.71 years Expected volatility 72.43 % 75.31 % Risk-free interest rate 1.72 % 1.80 % Dividend rate 0.00 % 0.00 % |
Summary of Warrants Accounted for as Liabilities and Recorded as Derivative Financial Instruments | The following table summarizes warrants accounted for as liabilities and recorded as derivative financial instruments on the Company’s condensed consolidated balance sheets for the nine months ended September 30, 2020 and 2019 (amounts in thousands): Nine Months Ended September 30, 2020 2019 Fair value of warrants at beginning of period $ 5 $ 13,769 Exercise of warrants — (35 ) Foreign exchange losses (1 ) 382 Change in fair value of warrants during the period (4 ) (14,033 ) Fair value of warrants at end of period $ — $ 83 | The following table summarizes the activities of warrants that the Company accounts for as liabilities and records as derivative financial instruments for the years ended December 31, 2019 and 2018 (amounts in thousands): Year Ended December 31, 2019 2018 Fair value of warrants at beginning of year $ 13,769 $ 6,941 Issuance of warrants — 7,372 Exercise of warrants (35 ) (3,012 ) Fair value of previously classified equity warrants — 5,049 Fair value of previously classified liability warrants reclassified to additional paid-in — (2,478 ) Foreign exchange losses (gains) 384 (872 ) Change in fair value of warrants during the year (14,113 ) 769 Fair value of warrants at end of year $ 5 $ 13,769 |
Summary of Warrant Activity | The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2020: Number of Warrants Weighted Average Exercise Price CAD US CAD$ USD$ Outstanding as of December 31, 2019 2,392,285 651,320 $ 12.25 $ 12.24 Granted — 6,257,144 — 0.46 Cancelled/Expired — (5,304 ) — 10.75 Exercised — — — — Outstanding as of September 30, 2020 2,392,285 6,903,160 $ 12.25 $ 1.56 | The following is a summary of warrant activity during the years ended December 31, 2019 and 2018: Number of Warrants (by currency Weighted-Average Exercise Price CAD$ USD$ CAD$ USD$ Outstanding as of December 31, 2017 1,011,505 1,343,404 $ 7.38 $ 10.25 Granted 2,476,843 — 12.22 — Expired (22,699 ) (136,528 ) 5.00 15.00 Exercised (112,665 ) (555,556 ) 9.88 6.75 Outstanding as of December 31, 2018 3,352,984 651,320 $ 10.89 $ 12.24 Granted — — — — Cancelled/Expired (922,348 ) — 7.50 — Exercised (38,351 ) — 7.50 — Outstanding and exercisable as of December 31, 2019 2,392,285 651,320 $ 12.25 $ 12.24 |
Warrants Outstanding and Exercisable | The Company’s warrants outstanding and exercisable as of September 30, 2020 were as follows: Number of Warrants Outstanding Exercise Price Expiration Date 270,915 USD$12.25 December 22, 2020 171,020 USD$12.25 December 28, 2020 204,081 USD$12.25 December 29, 2020 2,392,285 CAD$12.25 April 10, 2021 6,257,144 USD$0.46 March 20, 2025 9,295,445 | The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2019: Number of Warrants Outstanding Exercise Price Expiration Date 3,795 US$10.75 June 26, 2020 1,509 US$10.75 July 17, 2020 270,915 US$12.25 December 22, 2020 171,020 US$12.25 December 28, 2020 204,081 US$12.25 December 29, 2020 2,392,285 CAD$12.25 April 21, 2021 3,043,605 |
March 2020 Offering | ||
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the March 2020 Offering using the Black-Scholes option pricing model as of the date of the closing of the offering on March 20, 2020. March 20, 2020 Stock price $ 0.35 Exercise price $ 0.46 Warrant term 5.50 years Expected volatility 82.41 % Risk-free interest rate 0.52 % Dividend rate 0.00 % | |
April 2016 Offering | ||
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants issued in the April 2018 Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option and September 30 , 2020 . September 30, 2020 April 24, 2018 April 13, 2018 Stock price CAD$ 0.53 CAD$ 10.76 CAD$ 9.85 Exercise price CAD$ 12.25 CAD$ 12.25 CAD$ 12.25 Warrant term 0.53 years 3.00 years 3.00 years Expected volatility 107.16 % 64.49 % 64.20 % Risk-free interest rate 0.16 % 2.02 % 1.99 % Dividend rate 0.00 % 0.00 % 0.00 % | The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2016 Offering using the Black-Scholes option pricing model as of the grant date and as of April 1, 2018 and December 31, 2018: December 31, 2018 April 1, 2018 Grant Date Stock price CAD$ 12.80 CAD$ 12.87 CAD$ 5.45 Exercise price CAD$ 7.50 CAD$ 7.50 CAD$ 7.50 Warrant term 0.30 years 1.05 years 3.0 years Expected volatility 83.56 % 71.13 % 83.83 % Risk-free interest rate 1.64 % 1.60 % 0.60 % Dividend rate 0.00 % 0.00 % 0.00 % |
December 2017 Financing | ||
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the December 2017 financing using the Black-Scholes option pricing model as of the grant dates and on April 1, 2018. April 1, 2018 December 29, 2017 December 28, 2017 December 22, 2017 Stock price $ 10.11 $ 12.32 $ 12.45 $ 10.60 Exercise price $ 12.25 $ 12.25 $ 12.25 $ 12.25 Warrant term 2.7 years 3.0 years 3.0 years 3.0 years Expected volatility 65.40 % 60.24 % 60.24 % 60.24 % Risk-free interest rate 2.39 % 1.98 % 2.00 % 2.01 % Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % | |
April 2018 Offering | ||
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2018 Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option, as well as of December 31, 2019. December 31, 2019 April 24, 2018 April 13, 2018 Stock price CAD $ 1.23 CAD $ 10.76 CAD $ 9.85 Exercise price CAD $ 12.25 CAD $ 12.25 CAD $ 12.25 Warrant term 1.28 years 3.00 years 3.00 years Expected volatility 72.43 % 64.49 % 64.20 % Risk-free interest rate 1.72 % 2.02 % 1.99 % Dividend rate 0.00 % 0.00 % 0.00 % |
Share Based Payments (Tables)
Share Based Payments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Stock Option Activity | The following is a summary of the Company’s stock option activity during the nine months ended September 30 , 2020 : Number of Weighted Aggregate Outstanding as of December 31, 2019 3,467,292 $ 6.76 $ — Granted 809,590 0.47 — Forfeited/Cancelle d (346,938 ) (5.66 ) — Exercised — — — Outstanding as of September 30, 2020 3,929,944 $ 5.56 $ — Exercisable as of September 30, 2020 2,449,829 $ 4.27 $ — | The following is a summary of stock option activity for the year ended December 31, 2019 and 2018: Number of Options Weighted Average Aggregate Outstanding as of December 31, 2017 2,448,646 Granted 1,011,406 10.12 Forfeited (53,503 ) 9.89 Exercised (1) (98,500 ) 3.10 Outstanding as of December 31, 2018 3,308,049 $ 7.14 $ 8,308 Granted 1,167,658 $ 4.65 Forfeited/Cancelled (488,415 ) 8.53 Exercised (2) (520,000 ) 2.77 Outstanding as of December 31, 2019 3,467,292 $ 6.76 $ — Exercisable as of December 31, 2019 1,885,531 $ 3.86 $ — |
Summary of Company's Restricted Stock Unit Activity | The following is a summary of the Company’s restricted stock award activity for the nine months ended September 30 , 2020 : Number of Restricted Weighted Average Outstanding as of December 31, 2019 27,697 $ 0.61 Granted 218,161 0.50 Settle d (240,106 ) 0.52 Outstanding as of September 30, 202 0 5,752 $ 0.39 | The following is a summary of the Company’s RSU activity for the years ended December 31, 2019 and 2018: Number of Weighted Average Outstanding as of January 1, 2018 1,928 CAD$ 10.00 Vested and settled during 2018 (1) (964 ) CAD$ 10.00 Outstanding as of December 31, 2018 964 CAD$ 10.00 Granted 27,697 USD$ 0.61 Vested and settled during 2019 (1) (964 ) CAD$ 10.00 Outstanding as of December 31, 2019 27,697 USD$ 0.61 (1) Includes 259 RSUs withheld to satisfy required withholding taxes. |
Summary of Stock-Based Compensation Expense is Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss | Stock-based compensation expense is classified in the Company’s condensed consolidated statements of operations and comprehensive loss as follows (amounts in thousands): Nine Months Ended 2020 2019 Research and $ 727 $ 643 Cost of sales (1 ) — Selling, general and administrativ e 1,295 2,693 Total $ 2,021 $ 3,336 | Stock-based compensation expense is classified in the Company’s consolidated statements of operations and comprehensive loss as follows (amounts in thousands): 2019 2018 Research and development $ 898 $ 939 General and administrative 3,793 7,156 Total $ 4,691 $ 8,095 |
Employee and Director Stock Options | ||
Summary of Stock Options Outstanding and Exercisable | The following table summarizes stock options outstanding and exercisable by employees and directors as of December 31, 2019: Number of Expiration Date Options Exercise Fair Value (1) Grant Date Number of 20,000 December 8, 2024 4.94 $ 12.72 $ 2.18 $ — 20,000 80,000 December 8, 2024 4.94 $ 12.72 $ 2.18 $ — 80,000 20,000 March 16, 2025 5.20 $ 12.52 $ 2.43 $ — 20,000 150,000 October 21, 2025 5.80 $ 3.20 $ 6.57 $ — 150,000 20,000 December 31, 2025 6.00 $ 4.48 $ 5.86 $ — 20,000 595,000 July 13, 2026 6.53 $ 5.35 $ 5.18 $ — 595,000 20,000 August 8, 2026 6.60 $ 4.98 $ 5.42 $ — 20,000 617,000 April 17, 2027 7.29 $ 8.13 $ 7.54 $ — 308,500 6,146 May 18, 2027 7.37 $ 7.35 $ 4.75 $ — 6,146 10,000 May 18, 2027 7.37 $ 7.35 $ 7.65 $ — 5,000 20,000 August 8, 2027 7.60 $ 10.38 $ 7.38 $ — 10,000 20,000 April 9, 2028 8.27 $ 9.03 $ 8.01 $ — 5,000 337,500 May 15, 2028 8.37 $ 10.99 $ 7.89 $ — 183,438 55,513 August 22, 2028 8.64 $ 10.23 $ — $ 7.21 13,878 375 September 4, 2028 8.67 $ 10.19 $ — $ 7.19 375 50,000 September 10, 2028 8.69 $ 10.34 $ — $ 7.30 12,500 50,000 September 24, 2028 8.73 $ 9.71 $ — $ 6.79 12,500 75,000 October 15, 2028 8.79 $ 8.75 $ — $ 6.19 75,000 10,000 October 29, 2028 8.82 $ 9.71 $ — $ 6.87 2,500 5,000 November 19, 2028 8.88 $ 8.00 $ — $ 5.66 5,000 7,500 January 22, 2029 9.06 $ 7.65 $ — $ 5.30 — 7,500 February 4, 2029 9.09 $ 7.26 $ — $ 5.03 — 543,758 March 28, 2029 9.23 $ 6.76 $ — $ 4.62 88,694 215,000 August 7, 2029 9.60 $ 2.03 $ — $ 1.37 — 40,000 August 19, 2029 9.63 $ 1.93 $ — $ 1.30 — 150,000 September 23, 2029 9.72 $ 1.73 $ — $ 1.20 — 30,000 September 30, 2029 9.74 $ 1.65 $ — $ 1.11 — 20,000 October 1, 2029 9.75 $ 1.68 $ — $ 0.98 — 15,000 October 14, 2029 9.78 $ 1.45 $ — $ 0.98 — 3,190,292 1,633,531 (1) Reflects fair value of modified stock options on August 8, 2018 | |
Estimation Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions | The weighted average grant date fair value of employee and director stock options granted for the nine months ended September 30 , 2020 was $0.30 per option and the grant date fair values of these stock options were estimated using the Black-Scholes option pricing model using the following weighted average assumptions: Nine Months Ended Stock price $ 0.47 Exercise price $ 0.47 Expected term 5.26 years Expected volatility 77.35 % Risk-free interest rat e 0.58 % Dividend rate 0.00 % | The fair value of employee and director stock options granted for the years ended December 31, 2019 and 2018 had a weighted average grant date fair value of $3.01 and $7.78 per option, respectively, and they were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2019 2018 Stock price $ 4.65 $ 11.21 Exercise price $ 4.65 $ 10.12 Expected term 5.42 years 6.25 years Expected volatility 76.90 % 78.99 % Risk-free interest rate 1.96 % 2.67 % Dividend rate 0.00 % 0.00 % |
Consultants Stock Options | ||
Summary of Stock Options Outstanding and Exercisable | The following table summarizes stock options outstanding and exercisable by consultants as of December 31, 2019: Number of Expiration Date Options Exercise Fair Value (1) Grant Date Number of 30,000 December 8, 2024 4.94 $ 12.72 $ 2.18 $ — 30,000 110,000 October 28, 2025 5.82 $ 3.18 $ 6.59 $ — 110,000 72,000 October 3, 2026 6.75 $ 5.15 $ 5.35 $ — 72,000 20,000 May 18, 2027 7.37 $ 7.35 $ 7.65 $ — 10,000 15,000 August 8, 2027 7.60 $ 10.38 $ 7.38 $ — 7,500 15,000 November 6, 2027 7.84 $ 16.20 $ 6.98 $ — 7,500 15,000 August 22, 2028 8.64 $ 10.23 $ — $ 8.87 15,000 277,000 252,000 (1) Reflects fair value of modified stock options on August 8, 2018 | |
Estimation Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions | Stock options granted to the Company’s consultants for the year ended December 31, 2018 had a weighted average grant date fair value of $8.87 per share, and they were estimated using the Black-Scholes Year Ended December 31, 2018 Stock price $ 10.23 Exercise price $ 10.23 Option term 10 years Expected volatility 90.17 % Risk-free interest rate 2.82 % Dividend rate 0.00 % | |
Summary of Non-Employee Stock Options Accounted for As Derivative Financial Instruments | The following table summarizes non-employee Year Ended 2018 Fair value of non-employee $ 2,637 Exercise of non-employee (737 ) Cancelled — Foreign exchange gains (38 ) Change in fair value of non-employee the year (656 ) Reclassification to additional paid-in (1,206 ) Fair value of non-employee $ — | |
Non-employee Liability | ||
Estimation Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions | The fair value of non-employee August 8, 2018 Stock price CAD$ 12.14 Exercise price CAD$ 4.38 Expected life 0.93 years Expected volatility 73.18 % Risk-free interest rate 1.95 % Dividend rate 0.00 % |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses consisted of the following (amounts in thousands): As of September 30, 2020 December 31, 2019 Employees benefits $ 557 $ 722 Professional services 6 67 Legal fees 163 81 Royalty fees 5 13 Franchise fees 40 28 Severanc e 550 606 Other 78 2 Total $ 1,399 $ 1,519 Accrued severance expenses as of September 30 , 2020 included $0.5 million in severance costs related to the departure of our former chief executive officer in August 2020 . | Accrued expenses consisted of the following (amounts in thousands): As of December 31, 2019 2018 Employees benefits $ 722 $ 876 Professional services 67 518 Legal expense 81 253 Royalty fees 13 — Franchise fees 28 — Rent — 98 Severance 606 66 Other 2 1 $ 1,519 $ 1,812 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of Net Loss (Income) for Income Tax | The components of net loss (income) are as follows (amounts in thousands): Year Ended 2019 2018 U.S. $ 7,980 $ 29,013 Non-U.S. 1,801 (390 ) $ 9,781 $ 28,623 |
Reconciliation of Income Tax Provision Computed at Statutory Rates | A reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is as follows (amounts in thousands): Year Ended 2019 2018 Statutory tax rate 21.00 % 21.00 % Net loss before income taxes $ 9,781 $ 28,623 Expected income tax recovery $ (2,054 ) $ (6,011 ) Increase (decrease) in income tax recovery resulting from: Derivative liability (2,964 ) 877 Share based payments 949 1,279 Other permanent difference (213 ) (376 ) Foreign income taxed at foreign rate (99 ) 23 Increase in valuation allowance 4,381 4,208 Income tax expense $ — $ — |
Components of Deferred Income Tax Assets and Liabilities | The significant components of the Company’s deferred income tax assets and liabilities after applying enacted corporate tax rates are as follows (amounts in thousands): As of December 31, 2019 2018 Deferred income tax assets (liabilities) Operating losses carried forward $ 21,318 $ 16,028 Tax credits 679 1,217 Stock compensation 1,496 1,447 Other 1,293 85 Valuation allowance (24,786 ) (18,777 ) Net deferred income tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Lease Payments Related to Non-cancellable Operating Lease Commitments | The following table summarizes the Company’s operating lease information including future minimum lease payments under a non-cancellable For the Nine Months Ended September 30, 2020 Operating lease cost $ 57 Operating lease – operating cash flows $ 189 Weighted average remaining lease term 1.75 years Weighted average discount rate 7.2 % Future minimum lease payments under non-cancellable For the Period Ending December 31, 2020 (remaining three months) $ 63 2021 63 2022 32 Total future minimum lease payments 158 Less imputed interest (4 ) Total liability $ 154 Reported as of September 30, 2020 Current operating lease liabilit y 107 Non-current y 47 Total $ 154 | The following table summarizes the Company’s operating lease information including future minimum lease payments under a non-cancellable lease as of December 31, 2019 (amounts in thousands): For the Year Ending December 31, 2019 Operating lease cost $ 224 Operating lease – operating cash flows $ 246 Weighted average remaining lease term 3.05 years Weighted average discount rate 15.1 % Future minimum lease payments under non-cancellable lease as of December 31, 2019 were as follows: For the Period Ending December 31, 2020 $ 253 2021 260 2022 267 2023 10 Total future minimum lease payments 790 Less imputed interest (153 ) Total liability $ 637 Reported as of December 31, 2019 Current operating lease liability 172 Non-current operating lease liability 465 Total $ 637 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Event [Line Items] | |
Schedule Of Pro Forma Basis Adjustment On Stockholders Equity [Table Text Block] | The following table sets forth the Company’s total stockholders’ equity as reported as of September 30, 2020 and as adjusted on a pro forma basis to reflect the recently completed private placement (amounts in thousands): Total stockholders’ equity as of September 30, 2020 $ 3,197 Net proceeds from October 2020 private placement 3,244 Pro forma total stockholders’ equity as of September 30, 2020 $ 6,441 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Oct. 26, 2020USD ($) | Apr. 17, 2020 | Mar. 23, 2020$ / shares | Jan. 22, 2018 | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Nov. 22, 2019$ / shares |
Date of incorporation | Mar. 13, 2014 | Mar. 13, 2014 | |||||||
Class A common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Reverse stock split | 1-for-5 | ||||||||
Reverse stock split, conversion ratio | 5 | ||||||||
Cash | $ 2,680 | $ 5,459 | $ 25,583 | ||||||
Operating loss | (11,384) | $ (18,371) | (23,996) | (26,675) | |||||
Net loss | 11,595 | 4,450 | 9,781 | 28,623 | |||||
Accumulated deficit | 116,368 | 104,773 | 94,992 | ||||||
Total operating revenue | 470 | $ 1,344 | $ 1,496 | $ 478 | |||||
Net proceeds received from private placement | $ 3,244 | ||||||||
Number of consecutive business days | 30 days | ||||||||
Common stock per share compliance regain period | 180 days | ||||||||
Common stock per share | $ / shares | $ 0.35 | ||||||||
Minimum [Member] | |||||||||
Common stock per share | $ / shares | $ 1 | ||||||||
Subsequent Event [Member] | |||||||||
Net proceeds received from private placement | $ 3,200 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Details) | Dec. 31, 2019USD ($)Leaseshares | Oct. 30, 2019USD ($)DevicePatient | Oct. 30, 2019CAD ($)DevicePatient | Aug. 08, 2018USD ($) | Sep. 30, 2020USD ($)Leaseshares | Dec. 31, 2019USD ($)Leaseshares | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($)shares | Jun. 30, 2019CAD ($) | Sep. 30, 2020USD ($)DeviceLeaseSegmentshares | Sep. 30, 2020CAD ($)DeviceSegment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)DeviceLeaseAgreementSegmentshares | Dec. 31, 2019CAD ($)DeviceAgreementSegment | Dec. 31, 2018USD ($)shares | Dec. 31, 2019CAD ($)Leaseshares | Oct. 30, 2019CAD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018CAD ($)shares | Sep. 30, 2018shares | Dec. 31, 2017shares |
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | $ 470,000 | $ 1,344,000 | $ 1,496,000 | $ 478,000 | |||||||||||||||||
Non-current receivables | $ 294,000 | 294,000 | |||||||||||||||||||
Accounts receivable | $ 210,000 | $ 80,000 | $ 210,000 | 177,000 | 80,000 | 210,000 | 177,000 | ||||||||||||||
Fair value measurement adjustments | 400,000 | ||||||||||||||||||||
Intangible asset impairment loss | 182,000 | ||||||||||||||||||||
Allowance for doubtful accounts | 200,000 | 200,000 | 200,000 | ||||||||||||||||||
Refunds from research and development tax credits | 200,000 | 21,000 | 200,000 | $ 100,000 | 21,000 | 200,000 | 100,000 | ||||||||||||||
Inventory markdowns to net realizable value | $ 0 | 2,000 | 0 | 50,000 | |||||||||||||||||
Depreciation expense | 92,000 | 89,000 | 127,000 | 59,000 | |||||||||||||||||
Proceeds from sale of property and equipment | 61,000 | ||||||||||||||||||||
Selling, general and administrative | 7,625,000 | 12,715,000 | 16,521,000 | $ 17,214,000 | |||||||||||||||||
Amortization expense related to intangible assets | $ 0 | 287,000 | 0 | 64,000 | |||||||||||||||||
Business acquisition, goodwill not expected tax deductible amount | 1,200,000 | 700,000 | 1,200,000 | 700,000 | 1,200,000 | ||||||||||||||||
Operating lease ROU asset | 552,000 | 105,000 | 552,000 | 105,000 | 552,000 | $ 700,000 | |||||||||||||||
Operating lease liabilities | $ 637,000 | $ 154,000 | $ 637,000 | $ 154,000 | $ 637,000 | $ 700,000 | |||||||||||||||
Leases, initial term | 0 months | 0 months | 0 months | 0 months | 0 months | 0 months | |||||||||||||||
Number of operating lease | Lease | 1 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||
Operating lease ROU asset amortization | $ 100,000 | ||||||||||||||||||||
Number of stock options outstanding | shares | 3,467,292 | 3,929,944 | 3,467,292 | 3,308,049 | 3,929,944 | 3,467,292 | 3,308,049 | 3,467,292 | 3,308,049 | 2,448,646 | |||||||||||
Modified employee stock options outstanding fair value | $ 10,300,000 | ||||||||||||||||||||
Reclassification of stock based compensation liability classified stock options | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Number of operating segment | Segment | 1 | 1 | 1 | 1 | |||||||||||||||||
Number of reportable segment | Segment | 1 | 1 | 1 | 1 | |||||||||||||||||
Intangible asset, net | 582,000 | $ 579,000 | 582,000 | $ 579,000 | $ 582,000 | ||||||||||||||||
Employee and Non-employee Stock Options | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Number of stock options outstanding | shares | 2,741,146 | ||||||||||||||||||||
Customer Relationships | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Intangible asset impairment loss | $ 200,000 | ||||||||||||||||||||
Intangible asset useful life | 1 year 3 months | 1 year 3 months | 1 year 3 months | 1 year 3 months | |||||||||||||||||
Intangible asset amortization method | straight-line | straight-line | straight-line | straight-line | |||||||||||||||||
Customer Relationships | Level 3 | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Intangible asset impairment loss | $ 200,000 | ||||||||||||||||||||
Intangible asset, net | 36,000 | $ 36,000 | |||||||||||||||||||
Proprietary Technology | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Intangible asset useful life | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||
Intangible asset amortization method | straight-line | straight-line | straight-line | straight-line | |||||||||||||||||
Reacquired Rights | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Intangible asset useful life | 3 years 10 months 13 days | 3 years 10 months 13 days | |||||||||||||||||||
Intangible asset amortization method | straight-line | straight-line | |||||||||||||||||||
Minimum | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Effective income tax rate | 50.00% | 50.00% | |||||||||||||||||||
Quebec | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Other receivables refunds related to goods, services and sales tax. | 100,000 | 100,000 | 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||
Revenue from Product Sales | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Accounts receivable | 200,000 | 100,000 | 200,000 | 100,000 | 200,000 | ||||||||||||||||
Allowance for doubtful accounts | 200,000 | 400,000 | 200,000 | 400,000 | 200,000 | ||||||||||||||||
Heuro Canada Incorporation | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Goodwill impairment loss recognized | 0 | ||||||||||||||||||||
Heuro Canada Incorporation | Selling, General and Administrative Expenses | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Amortization expense related to intangible assets | 64,000 | ||||||||||||||||||||
Acquisition related costs | $ 100,000 | $ 100,000 | |||||||||||||||||||
Heuro Canada Incorporation | Revenue from Product Sales | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | $ 400,000 | ||||||||||||||||||||
Leasehold Improvements | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful life | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||
Furniture and Fixtures | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful life | 7 years | 7 years | 7 years | 7 years | |||||||||||||||||
Sale of property with a net book value | $ 118,000 | ||||||||||||||||||||
Proceeds from sale of property and equipment | $ 61,000 | ||||||||||||||||||||
Computer Software and Hardware | Minimum | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful life | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||
Computer Software and Hardware | Maximum | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful life | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||
Equipment | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful life | 15 years | 15 years | 15 years | 15 years | |||||||||||||||||
Software | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful life | 3 years | 3 years | |||||||||||||||||||
Amortization expense related to intangible assets | $ 17,000 | ||||||||||||||||||||
PoNS | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Number of devices resulting in recognition of revenue | Device | 11 | 11 | |||||||||||||||||||
Number of devices recorded as deferred revenue | Device | 44 | 44 | |||||||||||||||||||
Number of devices | Device | 55 | 55 | |||||||||||||||||||
PoNS | Heuro Canada Incorporation | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | $ 100,000 | ||||||||||||||||||||
Number of devices resulting in recognition of revenue | Device | 11 | 11 | |||||||||||||||||||
Furniture and Fixtures and Leasehold Improvements | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Selling, general and administrative | 110,000 | ||||||||||||||||||||
HealthTech Connex, Inc. | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Deferred revenue | 400,000 | 300,000 | 400,000 | $ 300,000 | $ 400,000 | ||||||||||||||||
HealthTech Connex, Inc. | PoNS | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Number of devices recorded as deferred revenue | Device | 44 | 44 | |||||||||||||||||||
Number of devices | Device | 55 | 55 | 55 | 55 | |||||||||||||||||
Strategic Alliance Agreement | HealthTech Connex, Inc. | Heuro Canada Incorporation | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Non-current receivables | $ 300,000 | $ 300,000 | |||||||||||||||||||
Accounts receivable | 200,000 | 200,000 | |||||||||||||||||||
Potential amount receivable | 600,000 | $ 750,000 | |||||||||||||||||||
Consideration for license | $ 750,000 | $ 750,000 | |||||||||||||||||||
License consideration first annual installment | 250,000 | 250,000 | |||||||||||||||||||
License consideration second annual installment | 250,000 | 250,000 | |||||||||||||||||||
License consideration third annual installment | 250,000 | $ 250,000 | |||||||||||||||||||
Current receivables | 200,000 | 200,000 | $ 200,000 | ||||||||||||||||||
Receivables | 0 | 0 | 0 | ||||||||||||||||||
Contract assets | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
Contract liabilities | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
Share Purchase Agreement | HealthTech Connex, Inc. | Heuro Canada Incorporation | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Total consideration amount | 1,600,000 | $ 2,100,000 | |||||||||||||||||||
Cash | $ 400,000 | $ 500,000 | |||||||||||||||||||
Share Purchase Agreement | HealthTech Connex, Inc. | PoNS | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | $ 500,000 | ||||||||||||||||||||
Number of devices | Device | 55 | 55 | |||||||||||||||||||
Share Purchase Agreement | HealthTech Connex, Inc. | PoNS | Heuro Canada Incorporation | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Number of devices | Device | 55 | 55 | |||||||||||||||||||
Fair value of PoNS | $ 400,000 | 500,000 | |||||||||||||||||||
Co-Promotion Agreement | HealthTech Connex, Inc. | PoNS | Heuro Canada Incorporation | Quebec | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Fair value of PoNS | 300,000 | 300,000 | $ 300,000 | $ 400,000 | |||||||||||||||||
Co-Promotion Agreement | HealthTech Connex, Inc. | PoNS | Heuro Canada Incorporation | British Columbia | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Fair value of PoNS | $ 300,000 | $ 400,000 | |||||||||||||||||||
Clinical Research and Co-Promotion Agreement | HealthTech Connex, Inc. | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Number of patients to collect data | Patient | 200 | 200 | |||||||||||||||||||
Initial term of exclusive right | 10 years | 10 years | |||||||||||||||||||
Additional renewal term of exclusive right | 10 years | 10 years | |||||||||||||||||||
Written notice period for additional renewal term | 60 days | 60 days | |||||||||||||||||||
Acquisition date fair value | 360,000 | $ 360,000 | |||||||||||||||||||
License revenue agreement term | 10 years | 10 years | 10 years | 10 years | |||||||||||||||||
License Revenue | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | 5,000 | $ 20,000 | 0 | $ 5,000 | 478,000 | ||||||||||||||||
License Revenue | HealthTech Connex, Inc. | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Deferred revenue | $ 300,000 | $ 200,000 | $ 300,000 | 200,000 | 300,000 | ||||||||||||||||
License Revenue | Strategic Alliance Agreement | HealthTech Connex, Inc. | Heuro Canada Incorporation | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | $ 500,000 | 37,000 | $ 500,000 | $ 500,000 | |||||||||||||||||
Neurocatch Device | HealthTech Connex, Inc. | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Cost of goods sold per device | $ 600 | $ 600 | |||||||||||||||||||
Neurocatch Device | Strategic Alliance Agreement | HealthTech Connex, Inc. | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | 400,000 | 1,300,000 | 1,500,000 | ||||||||||||||||||
Services Performed Using Neurocatch Device | Strategic Alliance Agreement | HealthTech Connex, Inc. | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | 11,000 | 11,000 | |||||||||||||||||||
Fee Revenue | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | 9,000 | 49,000 | 37,000 | ||||||||||||||||||
Fee Revenue | HealthTech Connex, Inc. | Heuro Canada Incorporation | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Revenue | $ 9,000 | $ 49,000 | $ 37,000 | ||||||||||||||||||
Percentage of franchise fee revenue | 50.00% | 50.00% | 50.00% | ||||||||||||||||||
Number of franchise agreements | Agreement | 3 | 3 | |||||||||||||||||||
ASU 2018-13 | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | |||||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | |||||||||||||||||||
ASU 2018-18 | |||||||||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | |||||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | Jan. 1, 2020 | |||||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Raw materials | $ 159 | $ 144 | $ 392 |
Work-in-process | 446 | 375 | |
Finished goods | 19 | 129 | |
Inventory | 624 | 648 | 392 |
Inventory reserve | (52) | (50) | |
Total inventory, net of reserve | $ 572 | $ 598 | $ 392 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | |||
Property and equipment | $ 639 | $ 897 | $ 630 |
Less accumulated depreciation | (176) | (185) | (76) |
Property and equipment, net | 463 | 712 | 554 |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | 64 | 182 | 182 |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | 93 | 247 | 185 |
Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | 300 | 286 | 219 |
Computer Software and Hardware | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | $ 182 | $ 182 | $ 44 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Recognized Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Oct. 30, 2019 |
Assets: | |||
Cash and cash equivalents | $ 1 | ||
Other receivables | 19 | ||
Fixed assets | 7 | ||
Intangibles | 1,053 | ||
Goodwill | $ 725 | $ 1,242 | 737 |
Total assets | 1,817 | ||
Liabilities: | |||
Accounts payable | 186 | ||
Other current liabilities | 9 | ||
Total liabilities | 195 | ||
Net assets acquired | 1,622 | ||
Heuro Canada Incorporation | |||
Assets: | |||
Cash and cash equivalents | 1 | ||
Other receivables | 19 | ||
Fixed assets | 7 | ||
Intangibles | 564 | ||
Goodwill | 1,226 | ||
Total assets | 1,817 | ||
Liabilities: | |||
Accounts payable | 186 | ||
Other current liabilities | 9 | ||
Total liabilities | 195 | ||
Net assets acquired | $ 1,622 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 932 | $ 646 |
Intangible assets, Accumulated Amortization | $ (353) | $ (64) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 1 year 3 months | 1 year 3 months |
Intangible assets, Gross Carrying Amount | $ 227 | $ 423 |
Intangible assets, Accumulated Amortization | $ (191) | $ (55) |
Acquired Proprietary Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 5 years | 5 years |
Intangible assets, Gross Carrying Amount | $ 143 | $ 148 |
Intangible assets, Accumulated Amortization | $ (26) | $ (5) |
Reacquired Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 3 years 10 months 13 days | |
Intangible assets, Gross Carrying Amount | $ 480 | |
Intangible assets, Accumulated Amortization | $ (113) | |
Internally Developed Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 3 years | 3 years |
Intangible assets, Gross Carrying Amount | $ 82 | $ 75 |
Intangible assets, Accumulated Amortization | $ (23) | $ (4) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Activity for Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Carrying amount at beginning of period | $ 1,242 |
Business acquisition fair value allocation adjustment | (454) |
Foreign currency translation | (63) |
Carrying amount at end of period | $ 725 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Anticipated Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
2020 (remaining 3 months) | $ 73 | |
2021 | 189 | $ 393 |
2022 | 176 | 83 |
2023 | 117 | 51 |
2024 | 24 | 30 |
2024 | 25 | |
Total | $ 579 | $ 582 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Derivative Financial Instruments and Stock-Based Compensation Liability (Details) - Fair Value, Measurements, Recurring - Black Scholes Model - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Fair value, liabilities | $ 5 | |
Derivative Financial Instruments | ||
Liabilities: | ||
Fair value, liabilities | 5 | $ 13,769 |
Non-current receivable | ||
Assets: | ||
Fair value, assets | 294 | |
Level 3 | ||
Liabilities: | ||
Fair value, liabilities | 5 | |
Level 3 | Derivative Financial Instruments | ||
Liabilities: | ||
Fair value, liabilities | $ 5 | 13,769 |
Level 3 | Non-current receivable | ||
Assets: | ||
Fair value, assets | $ 294 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator | ||||
Net loss | $ (11,595) | $ (4,450) | $ (9,781) | $ (28,623) |
Denominator | ||||
Weighted average common shares outstanding - basic | 39,187,370 | 25,869,039 | 26,352,642 | 22,786,192 |
Basic net loss per share | $ (0.30) | $ (0.17) | $ (0.37) | $ (1.26) |
Weighted-average common shares outstanding - basic and diluted | 26,352,642 | 22,786,192 | ||
Basic and diluted net loss per share | $ (0.37) | $ (1.26) | ||
Numerator: | ||||
Net loss, basic | $ (11,595) | $ (4,450) | ||
Net loss, diluted | $ (11,595) | $ (4,450) | ||
Potential common share issuances: | ||||
Weighted-average common shares outstanding | 39,187,370 | 25,869,039 | 26,352,642 | 22,786,192 |
Diluted net loss per share | $ (0.30) | $ (0.17) | $ (0.37) | $ (1.26) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Outstanding Securities Excluded from Computation of Diluted Weighted Shares Outstanding (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted loss per share | 13,231,141 | 6,672,893 | 6,538,594 | 7,313,317 |
Stock Options Outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted loss per share | 3,929,944 | 3,629,288 | 3,467,292 | 3,308,049 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted loss per share | 5,752 | 27,697 | 964 | |
Warrants Outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted loss per share | 9,295,445 | 3,043,605 | 3,043,605 | 4,004,304 |
Common Stock and Warrants - Add
Common Stock and Warrants - Additional Information (Details) $ / shares in Units, $ / shares in Units, $ in Millions | Mar. 31, 2020USD ($) | Mar. 20, 2020USD ($)$ / sharesshares | Jan. 27, 2020USD ($) | Dec. 31, 2019$ / sharesshares | Nov. 22, 2019USD ($)$ / sharesshares | Dec. 31, 2018CAD ($) | Nov. 30, 2018USD ($)$ / sharesshares | Nov. 19, 2018$ / sharesshares | Nov. 19, 2018USD ($)$ / shares | Aug. 13, 2018USD ($)$ / sharesshares | Apr. 24, 2018USD ($)$ / sharesshares | Apr. 13, 2018USD ($)$ / sharesshares | Apr. 01, 2018USD ($) | Dec. 29, 2017USD ($)shares | Dec. 28, 2017USD ($)shares | Dec. 22, 2017USD ($)shares | Jun. 30, 2017USD ($)shares | Feb. 16, 2017USD ($)shares | May 02, 2016USD ($)shares | May 02, 2016$ / sharesshares | Apr. 18, 2016USD ($)shares | Apr. 18, 2016$ / shares | Dec. 31, 2017USD ($)Tranche$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020CAD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Apr. 18, 2020$ / shares | Apr. 18, 2019shares | Aug. 13, 2018$ / sharesshares |
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Common stock, shares authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Common share, voting rights | one | one | one vote per share | ||||||||||||||||||||||||||||
Common share, dividends declared | $ 0 | $ 0 | |||||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.35 | ||||||||||||||||||||||||||||||
Share issuance cost and commission paid | $ 506,000 | $ 52,000 | 247,000 | $ 3,161,000 | |||||||||||||||||||||||||||
Class of warrants exercised | shares | 70,900 | 70,900 | 70,900 | ||||||||||||||||||||||||||||
Gian (loss) change in fair value of derivative financial instruments | $ 4,000 | $ 14,033,000 | 14,113,000 | (3,577,000) | |||||||||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 7,233,000 | $ 1,685,000 | 38,526,000 | ||||||||||||||||||||||||||||
Net proceeds from offering | $ 1,100,000 | ||||||||||||||||||||||||||||||
Proceeds received from exercise of outstanding warrants | $ 0.9 | $ 0.9 | |||||||||||||||||||||||||||||
Derivative Financial Instruments Liabilities | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Fair value of warrants | $ 2,500,000 | ||||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Net proceeds from offering | $ 4,815,010 | ||||||||||||||||||||||||||||||
Warrants Seven | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 12.25 | $ 12.25 | $ 12.25 | ||||||||||||||||||||||||||||
Warrants expiration date | Dec. 28, 2020 | Dec. 28, 2020 | Dec. 28, 2020 | ||||||||||||||||||||||||||||
2020 ATM | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Aggregate offering amount | $ 9,150,000 | $ 11,340,000 | |||||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.62 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 5,000,000 | ||||||||||||||||||||||||||||||
Offering expenses incurred | $ 181,000 | ||||||||||||||||||||||||||||||
2020 ATM | Common Stock | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Issuance of common stock in public offering | shares | 8,138,808 | 8,138,808 | |||||||||||||||||||||||||||||
March 2020 Offering | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Warrants to purchase number of common stock, shares | shares | 6,257,144 | ||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.35 | ||||||||||||||||||||||||||||||
Fair value of warrants at issuance | $ 800,000 | ||||||||||||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.46 | ||||||||||||||||||||||||||||||
Number of common stock converted by each warrant | shares | 1 | ||||||||||||||||||||||||||||||
Warrants expiration date | Mar. 20, 2025 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 2,200,000 | ||||||||||||||||||||||||||||||
Underwriting discounts and commissions paid | $ 300,000 | ||||||||||||||||||||||||||||||
March 2020 Offering | Common Stock | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Issuance of common stock in public offering | shares | 6,257,144 | ||||||||||||||||||||||||||||||
April 2016 Offering | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of units | $ 7,200,000 | ||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 5 | ||||||||||||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 7.50 | ||||||||||||||||||||||||||||||
Warrants expiration date | Apr. 18, 2019 | ||||||||||||||||||||||||||||||
Share issuance cost and commission paid | $ 300,000 | ||||||||||||||||||||||||||||||
Options exercisable to purchase units | shares | 87,210 | ||||||||||||||||||||||||||||||
Options exercise price per unit | $ / shares | $ 5 | ||||||||||||||||||||||||||||||
Offering expiration period | 24 months | ||||||||||||||||||||||||||||||
Other cash issuance costs related to offering | $ 1,100,000 | ||||||||||||||||||||||||||||||
Class of warrants exercised | shares | 38,351 | ||||||||||||||||||||||||||||||
Class of warrant or right cancelled due to expiration | shares | 922,348 | ||||||||||||||||||||||||||||||
Gian (loss) change in fair value of derivative financial instruments | 3,300,000 | ||||||||||||||||||||||||||||||
Increase in derivative financial instruments | 4,700,000 | ||||||||||||||||||||||||||||||
Reduction in additional paid in capital | $ 1,400,000 | ||||||||||||||||||||||||||||||
April 2016 Offering | Warrants Expiration Date, April 18, 2019 | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Description of units issued | Each Unit consists of one share of common stock in the capital of the Company (a “Common Share’) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). | ||||||||||||||||||||||||||||||
Over-Allotment Option | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of units | $ 8,100,000 | ||||||||||||||||||||||||||||||
Warrants to purchase number of common stock, shares | shares | 321,285 | ||||||||||||||||||||||||||||||
Price per share | (per share) | $ 8.25 | $ 7.47 | $ 5 | ||||||||||||||||||||||||||||
Warrants expiration date | Apr. 18, 2019 | ||||||||||||||||||||||||||||||
Number of common stock converted by each warrant | shares | 1 | ||||||||||||||||||||||||||||||
Options exercisable to purchase units | shares | 13,081 | ||||||||||||||||||||||||||||||
Options exercise price per unit | $ / shares | $ 5 | ||||||||||||||||||||||||||||||
Offering expiration period | 24 months | ||||||||||||||||||||||||||||||
Number of shares issued in transaction | shares | 218,025 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance of units | $ 2,600,000 | $ 2,400,000 | $ 900,000 | ||||||||||||||||||||||||||||
Over-Allotment Option | Common Stock | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Issuance of common stock in public offering | shares | 318,182 | 321,285 | |||||||||||||||||||||||||||||
Over-Allotment Option | Warrants Seven | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Description of units issued | Each over-allotment warrant entitles the holder thereof to acquire one additional over-allotment Common Share at an exercise price of CAD$7.50 on or before April 18, 2019. | ||||||||||||||||||||||||||||||
Short Form Prospectus Offering in Canada and U.S. Private Placement and Over-Allotment Option | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Gian (loss) change in fair value of derivative financial instruments | 100,000 | ||||||||||||||||||||||||||||||
Public Offering | Common Stock | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Share issuance cost and commission paid | $ 1,200,000 | ||||||||||||||||||||||||||||||
Issuance of common stock in public offering | shares | 1,311,000 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 9,200,000 | ||||||||||||||||||||||||||||||
Private Placement | Common Stock | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of units | $ 5,400,000 | ||||||||||||||||||||||||||||||
Share issuance cost and commission paid | $ 9,000,000 | ||||||||||||||||||||||||||||||
Number of shares issued in transaction | shares | 800,000 | ||||||||||||||||||||||||||||||
December 2017 Financing | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of units | $ 6,300,000 | ||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 9.80 | ||||||||||||||||||||||||||||||
Description of units issued | Each unit consisted of one share of common stock and one share purchase warrant, and was sold at a price of $9.80 per unit. | ||||||||||||||||||||||||||||||
Share issuance cost and commission paid | $ 100,000 | ||||||||||||||||||||||||||||||
Options exercise price per unit | $ / shares | $ 12.25 | ||||||||||||||||||||||||||||||
Offering expiration period | 36 months | ||||||||||||||||||||||||||||||
Number of shares issued in transaction | shares | 646,016 | ||||||||||||||||||||||||||||||
Number of tranches | Tranche | 3 | ||||||||||||||||||||||||||||||
December 2017 Financing | Tranche One | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of units | $ 270,915,000,000 | ||||||||||||||||||||||||||||||
Number of shares issued in transaction | shares | 2.6 | ||||||||||||||||||||||||||||||
December 2017 Financing | Tranche Two | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of units | $ 1,700,000 | ||||||||||||||||||||||||||||||
Number of shares issued in transaction | shares | 171,020 | ||||||||||||||||||||||||||||||
December 2017 Financing | Tranche Three | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from issuance of units | $ 2,000,000 | ||||||||||||||||||||||||||||||
Number of shares issued in transaction | shares | 204,081 | ||||||||||||||||||||||||||||||
April 2018 Offering | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 12.25 | ||||||||||||||||||||||||||||||
Warrants to purchase number of common stock, shares | shares | 2,141,900 | ||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 7.47 | $ 7.47 | |||||||||||||||||||||||||||||
Fair value of warrants at issuance | $ 7,400,000 | $ 7,400,000 | |||||||||||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 12.25 | ||||||||||||||||||||||||||||||
Warrants expiration date | Apr. 10, 2021 | Apr. 10, 2021 | |||||||||||||||||||||||||||||
Number of common stock converted by each warrant | shares | 1 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance of units | $ 16,000,000 | ||||||||||||||||||||||||||||||
Issuance of common stock in public offering | shares | 2,141,900 | ||||||||||||||||||||||||||||||
Underwriting discounts and commissions paid | $ 1,100,000 | ||||||||||||||||||||||||||||||
Offering expenses incurred | 1,000,000 | ||||||||||||||||||||||||||||||
Net proceeds from offering | 16,300,000 | ||||||||||||||||||||||||||||||
Underwriting Discounts And Offering Expenses | $ 800,000 | ||||||||||||||||||||||||||||||
November 2018 Offering | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Warrants to purchase number of common stock, shares | shares | 2,141,900 | 2,141,900 | |||||||||||||||||||||||||||||
Price per share | $ / shares | $ 8.25 | $ 8.25 | |||||||||||||||||||||||||||||
Issuance of common stock in public offering | shares | 2,121,212 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 17,500,000 | ||||||||||||||||||||||||||||||
Underwriting discounts and commissions paid | $ 1,200,000 | ||||||||||||||||||||||||||||||
Offering expenses incurred | 700,000 | ||||||||||||||||||||||||||||||
Net proceeds from offering | 18,300,000 | ||||||||||||||||||||||||||||||
Accrued share issuance cost | $ 100,000 | ||||||||||||||||||||||||||||||
November 2019 Offering | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.35 | ||||||||||||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 1,700,000 | ||||||||||||||||||||||||||||||
Underwriting discounts and commissions paid | 100,000 | ||||||||||||||||||||||||||||||
Offering expenses incurred | 500,000 | ||||||||||||||||||||||||||||||
Net proceeds from offering | $ 1,100,000 | ||||||||||||||||||||||||||||||
November 2019 Offering | Common Stock | |||||||||||||||||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||
Issuance of common stock in public offering | shares | 4,815,010 |
Common Stock and Warrants - Sum
Common Stock and Warrants - Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants (Details) | Sep. 30, 2020$ / shares | Mar. 20, 2020$ / shares | Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares | Apr. 24, 2018$ / shares | Apr. 13, 2018$ / shares | Apr. 13, 2018$ / shares | Apr. 01, 2018$ / shares | Apr. 01, 2018$ / shares | Dec. 29, 2017$ / shares | Dec. 28, 2017$ / shares | Dec. 22, 2017$ / shares | Apr. 18, 2016$ / shares | Apr. 18, 2016$ / shares |
Warrants | Derivative Financial Instruments Liabilities | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Stock price | $ 0.53 | $ 1.23 | $ 12.80 | |||||||||||
Exercise price | $ 12.25 | $ 12.25 | 10.89 | |||||||||||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | ||||||||||||
March 2020 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Stock price | $ 0.35 | |||||||||||||
Exercise price | $ 0.46 | |||||||||||||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | |||||||||||||
April 2016 Offering | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Exercise price | $ 7.50 | |||||||||||||
April 2016 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Stock price | (per share) | 12.80 | $ 12.87 | $ 5.45 | |||||||||||
Exercise price | (per share) | $ 7.50 | $ 7.50 | $ 7.50 | |||||||||||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | |||||||||||||
December 2017 Financing | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Stock price | $ 10.11 | $ 12.32 | $ 12.45 | $ 10.60 | ||||||||||
Exercise price | $ 12.25 | $ 12.25 | $ 12.25 | $ 12.25 | ||||||||||
April 2018 Offering | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Exercise price | $ 12.25 | |||||||||||||
April 2018 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Stock price | $ 0.53 | $ 1.23 | $ 10.76 | $ 9.85 | ||||||||||
Exercise price | $ 12.25 | $ 12.25 | $ 12.25 | $ 12.25 | ||||||||||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | ||||||||||
Warrant Term | Warrants | Derivative Financial Instruments Liabilities | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, term | 6 months 10 days | 1 year 3 months 10 days | 1 year 8 months 15 days | |||||||||||
Warrant Term | March 2020 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, term | 5 years 6 months | |||||||||||||
Warrant Term | April 2016 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, term | 3 months 18 days | 1 year 18 days | 1 year 18 days | 3 years | 3 years | |||||||||
Warrant Term | December 2017 Financing | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, term | 2 years 8 months 12 days | 2 years 8 months 12 days | 3 years | 3 years | 3 years | |||||||||
Warrant Term | April 2018 Offering | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, term | 3 years | 3 years | 3 years | |||||||||||
Warrant Term | April 2018 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, term | 6 months 10 days | 1 year 3 months 10 days | 3 years | 3 years | 3 years | |||||||||
Expected Volatility | Warrants | Derivative Financial Instruments Liabilities | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 107.16 | 72.43 | 75.31 | |||||||||||
Expected Volatility | March 2020 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 82.41 | |||||||||||||
Expected Volatility | April 2016 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 83.56 | 71.13 | 71.13 | 83.83 | 83.83 | |||||||||
Expected Volatility | December 2017 Financing | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 65.40 | 65.40 | 60.24 | 60.24 | 60.24 | |||||||||
Expected Volatility | April 2018 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 107.16 | 72.43 | 64.49 | 64.20 | 64.20 | |||||||||
Risk-Free Interest Rate | Warrants | Derivative Financial Instruments Liabilities | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 0.16 | 1.72 | 1.80 | |||||||||||
Risk-Free Interest Rate | March 2020 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 0.52 | |||||||||||||
Risk-Free Interest Rate | April 2016 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 1.64 | 1.60 | 1.60 | 0.60 | 0.60 | |||||||||
Risk-Free Interest Rate | December 2017 Financing | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 2.39 | 2.39 | 1.98 | 2 | 2.01 | |||||||||
Risk-Free Interest Rate | April 2018 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 0.16 | 1.72 | 2.02 | 1.99 | 1.99 | |||||||||
Dividend Rate | Warrants | Derivative Financial Instruments Liabilities | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 0 | 0 | 0 | |||||||||||
Dividend Rate | March 2020 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 0 | |||||||||||||
Dividend Rate | April 2016 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 0 | 0 | 0 | 0 | 0 | |||||||||
Dividend Rate | December 2017 Financing | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 0 | 0 | 0 | 0 | ||||||||||
Dividend Rate | April 2018 Offering | Warrants Granted | ||||||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||||||||||
Weighted average assumptions, measurement input | 0 | 0 | 0 | 0 | 0 |
Common Stock and Warrants - S_2
Common Stock and Warrants - Summary of Warrants Accounted for as Liabilities and Recorded as Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||||
Fair value of warrants at beginning of period | $ 5 | $ 13,769 | $ 13,769 | $ 6,941 |
Issuance of warrants | 0 | 7,372 | ||
Exercise of warrants | (35) | (35) | (3,012) | |
Fair value of previously classified equity warrants | 0 | 5,049 | ||
Fair value of previously classified liability warrants reclassified to additional paid-in capital | 0 | (2,478) | ||
Foreign exchange losses | (1) | 382 | 384 | (872) |
Change in fair value of warrants during the period | (4) | (14,033) | (14,113) | 769 |
Fair value of warrants at end of period | $ 0 | $ 83 | $ 5 | $ 13,769 |
Common Stock and Warrants - S_3
Common Stock and Warrants - Summary of Warrant Activity (Details) | Dec. 31, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2020$ / sharesshares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Class Of Warrant Or Right [Line Items] | ||||||||
Number of Warrants, Outstanding, beginning balance | 3,043,605 | 3,043,605 | ||||||
Number of Warrants, Exercised | (70,900) | (70,900) | (70,900) | (70,900) | ||||
Number of Warrants, Outstanding, ending balance | 3,043,605 | 3,043,605 | 9,295,445 | 9,295,445 | 3,043,605 | 3,043,605 | ||
CAD | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Number of Warrants, Outstanding, beginning balance | 2,392,285 | 2,392,285 | 3,352,984 | 3,352,984 | 1,011,505 | 1,011,505 | ||
Number of Warrants, Granted | 0 | 0 | 2,476,843 | 2,476,843 | ||||
Number of Warrants, Cancelled/Expired | (922,348) | (922,348) | (22,699) | (22,699) | ||||
Number of Warrants, Exercised | (38,351) | (38,351) | (112,665) | (112,665) | ||||
Number of Warrants, Outstanding, ending balance | 2,392,285 | 2,392,285 | 2,392,285 | 2,392,285 | 2,392,285 | 2,392,285 | 3,352,984 | 3,352,984 |
Number of Warrants, Outstanding and exercisable | 2,392,285 | 2,392,285 | 2,392,285 | 2,392,285 | ||||
Weighted Average Exercise Price, Outstanding, beginning balance | $ / shares | $ 12.25 | $ 10.89 | $ 7.38 | |||||
Weighted-Average Exercise Price, Granted | $ / shares | 0 | 12.22 | ||||||
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | 7.50 | 5 | ||||||
Weighted-Average Exercise Price, Exercised | $ / shares | 7.50 | 9.88 | ||||||
Weighted Average Exercise Price, Outstanding, ending balance | $ / shares | $ 12.25 | $ 12.25 | 12.25 | $ 10.89 | ||||
Weighted-Average Exercise Price, Outstanding and exercisable | $ / shares | $ 12.25 | $ 12.25 | ||||||
USD | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Number of Warrants, Outstanding, beginning balance | 651,320 | 651,320 | 651,320 | 651,320 | 1,343,404 | 1,343,404 | ||
Number of Warrants, Granted | 6,257,144 | 6,257,144 | 0 | 0 | 0 | 0 | ||
Number of Warrants, Cancelled/Expired | (5,304) | (5,304) | 0 | 0 | (136,528) | (136,528) | ||
Number of Warrants, Exercised | 0 | 0 | (555,556) | (555,556) | ||||
Number of Warrants, Outstanding, ending balance | 651,320 | 651,320 | 6,903,160 | 6,903,160 | 651,320 | 651,320 | 651,320 | 651,320 |
Number of Warrants, Outstanding and exercisable | 651,320 | 651,320 | 651,320 | 651,320 | ||||
Weighted Average Exercise Price, Outstanding, beginning balance | $ / shares | $ 12.24 | $ 12.24 | $ 10.25 | |||||
Weighted-Average Exercise Price, Granted | $ / shares | 0.46 | 0 | 0 | |||||
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | 10.75 | 0 | 15 | |||||
Weighted-Average Exercise Price, Exercised | $ / shares | 0 | 6.75 | ||||||
Weighted Average Exercise Price, Outstanding, ending balance | $ / shares | $ 12.24 | $ 1.56 | 12.24 | $ 12.24 | ||||
Weighted-Average Exercise Price, Outstanding and exercisable | $ / shares | $ 12.24 | $ 12.24 |
Common Stock and Warrants - War
Common Stock and Warrants - Warrants Outstanding and Exercisable (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 9,295,445 | 3,043,605 | 9,295,445 | 3,043,605 |
Warrants Expiration Date, April 10, 2021 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 2,392,285 | 2,392,285 | ||
Expiration Date | Apr. 10, 2021 | |||
Warrants Expiration Date, March 20, 2025 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 6,257,144 | 6,257,144 | ||
Exercise price | $ / shares | $ 0.46 | |||
Expiration Date | Mar. 20, 2025 | |||
Warrants Expiration Date, June 26, 2020 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 3,795 | 3,795 | ||
Exercise price | $ / shares | $ 10.75 | |||
Expiration Date | Jun. 26, 2020 | |||
Warrants Expiration Date, July 17, 2020 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 1,509 | 1,509 | ||
Exercise price | $ / shares | $ 10.75 | |||
Expiration Date | Jul. 17, 2020 | |||
Warrants Expiration Date, December 22, 2020 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 270,915 | 270,915 | 270,915 | 270,915 |
Exercise price | $ / shares | $ 12.25 | $ 12.25 | ||
Expiration Date | Dec. 22, 2020 | Dec. 22, 2020 | ||
Warrants Expiration Date, December 28, 2020 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 171,020 | 171,020 | 171,020 | 171,020 |
Exercise price | $ / shares | $ 12.25 | $ 12.25 | ||
Expiration Date | Dec. 28, 2020 | Dec. 28, 2020 | ||
Warrants Expiration Date, December 29, 2020 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 204,081 | 204,081 | 204,081 | 204,081 |
Exercise price | $ / shares | $ 12.25 | $ 12.25 | ||
Expiration Date | Dec. 29, 2020 | Dec. 29, 2020 | ||
Warrants Expiration Date, April 21, 2021 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding | 2,392,285 | 2,392,285 | ||
Exercise price | $ / shares | $ 12.25 | $ 12.25 | ||
Expiration Date | Apr. 21, 2021 |
Share Based Payments - Addition
Share Based Payments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2018 | Apr. 01, 2018 | Jun. 30, 2017 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 15, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares authorized and approved to issue under plan | 5,356,114 | |||||||
Common stock shares available for issuance | 3,000,000 | |||||||
Common stock shares available for issuance | 2,356,114 | |||||||
Number of stock option issued | 809,590 | 1,167,658 | 1,011,406 | |||||
Stock based compensation expense reversal | $ 125 | |||||||
Stock option forfeited | 53,503 | |||||||
Fair value of options recorded in stock based compensation liability | $ 10,000 | |||||||
Reclassification of equity-classified stock options to stock-based compensation liability due to change in functional currency | $ 4,200 | |||||||
Reduction to stock-based compensation liability | $ 300 | |||||||
Reclassified from liability to equity | $ 10,300 | |||||||
Weighted average exercise price | $ 0.47 | $ 4.65 | $ 10.12 | |||||
Employee and Director Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of stock option issued | 809,590 | 1,167,658 | 996,406 | |||||
Stock option forfeited | 138,900 | |||||||
Unrecognized compensation cost related to non-vested stock options outstanding | $ 4,100 | $ 6,000 | ||||||
Weighted-average remaining vesting period | 2 years 9 months 18 days | 2 years 9 months 18 days | ||||||
Weighted average exercise price | $ 4.65 | $ 10.12 | ||||||
Weighted average grant date fair value | $ 0.30 | $ 3.01 | $ 7.78 | |||||
Consultants Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of stock option issued | 0 | 0 | 15,000 | |||||
Unrecognized compensation cost related to non-vested stock options outstanding | $ 100 | |||||||
Weighted-average remaining vesting period | 1 year 7 months 6 days | |||||||
Weighted average exercise price | $ 10.23 | |||||||
Weighted average grant date fair value | $ 8.87 | |||||||
Non-employee Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost related to non-vested stock options outstanding | $ 15 | |||||||
Weighted-average remaining vesting period | 10 months 24 days | |||||||
2018 Omnibus Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares authorized and approved to issue under plan | 5,356,114 | |||||||
Common stock shares available for issuance | 3,000,000 | |||||||
Common stock remaining available for grant | 3,387,958 | 4,068,771 | ||||||
2016 Omnibus Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares available for issuance | 2,356,114 | |||||||
2016 Omnibus Incentive Plan | Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Aggregate amount of stock excess award | 60,000 | |||||||
2016 Omnibus Incentive Plan | Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Vesting percentage | 25.00% |
Share Based Payments - Summary
Share Based Payments - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Number of Stock Options, Beginning balance outstanding | 3,467,292 | 3,308,049 | 2,448,646 |
Number of Stock Options, Granted | 809,590 | 1,167,658 | 1,011,406 |
Number of Stock Options, Forfeited | (53,503) | ||
Number of Stock Options Forfeited/Cancelled | (346,938) | (488,415) | |
Number of Stock Options, Exercised | (520,000) | (98,500) | |
Number of Stock Options, Ending balance outstanding | 3,929,944 | 3,467,292 | 3,308,049 |
Number of Stock Options, Exercisable | 2,449,829 | 1,885,531 | |
Weighted Average Exercise Price, Beginning balance outstanding | $ 6.76 | $ 7.14 | |
Weighted Average Exercise Price, Granted | 0.47 | 4.65 | $ 10.12 |
Weighted Average Exercise Price, Forfeited | 9.89 | ||
Weighted Average Exercise Price, Exercised | 2.77 | 3.10 | |
Weighted Average Exercise Price, Ending balance outstanding | 5.56 | 6.76 | $ 7.14 |
Weighted Average Exercise Price, Forfeited/Cancelled | (5.66) | 8.53 | |
Weighted Average Exercise Price, Exercisable | $ 4.27 | $ 3.86 | |
Aggregate Intrinsic Value, Ending balance outstanding | $ 8,308 |
Share Based Payments - Summar_2
Share Based Payments - Summary of Stock Option Activity (Parenthetical) (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Stock options exercised on cashless basis | 520,000 | 8,500 |
Number of shares withheld | 483,631 | 3,280 |
Share Based Payments - Summar_3
Share Based Payments - Summary of Stock Options Outstanding and Exercisable (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 3,190,292 | |||
Exercise Price | $ 5.56 | $ 6.76 | $ 7.14 | |
Number of Options Exercisable | 2,449,829 | 1,885,531 | ||
Option Sixteen | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 50,000 | |||
Option Twenty One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 7,500 | |||
Option Twenty Four | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 215,000 | |||
Option Twenty Six | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 150,000 | |||
Employee and Director Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Grant Date Fair Value | $ 0.30 | $ 3.01 | 7.78 | |
Number of Options Exercisable | 1,633,531 | |||
Employee and Director Stock Options | Option One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 20,000 | |||
Expiration Date | Dec. 8, 2024 | |||
Options Outstanding Remaining Contractual Life (In Years) | 4 years 11 months 8 days | |||
Exercise Price | $ 12.72 | |||
Fair Value Post Modification | [1] | $ 2.18 | ||
Number of Options Exercisable | 20,000 | |||
Employee and Director Stock Options | Option Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 80,000 | |||
Expiration Date | Dec. 8, 2024 | |||
Options Outstanding Remaining Contractual Life (In Years) | 4 years 11 months 8 days | |||
Exercise Price | $ 12.72 | |||
Fair Value Post Modification | $ 2.18 | |||
Number of Options Exercisable | 80,000 | |||
Employee and Director Stock Options | Option Three | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 20,000 | |||
Expiration Date | Mar. 16, 2025 | |||
Options Outstanding Remaining Contractual Life (In Years) | 5 years 2 months 12 days | |||
Exercise Price | $ 12.52 | |||
Fair Value Post Modification | $ 2.43 | |||
Number of Options Exercisable | 20,000 | |||
Employee and Director Stock Options | Option Four | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 150,000 | |||
Expiration Date | Oct. 21, 2025 | |||
Options Outstanding Remaining Contractual Life (In Years) | 5 years 9 months 18 days | |||
Exercise Price | $ 3.20 | |||
Fair Value Post Modification | $ 6.57 | |||
Number of Options Exercisable | 150,000 | |||
Employee and Director Stock Options | Option Five | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 20,000 | |||
Expiration Date | Dec. 31, 2025 | |||
Options Outstanding Remaining Contractual Life (In Years) | 6 years | |||
Exercise Price | $ 4.48 | |||
Fair Value Post Modification | $ 5.86 | |||
Number of Options Exercisable | 20,000 | |||
Employee and Director Stock Options | Option Six | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 595,000 | |||
Expiration Date | Jul. 13, 2026 | |||
Options Outstanding Remaining Contractual Life (In Years) | 6 years 6 months 10 days | |||
Exercise Price | $ 5.35 | |||
Fair Value Post Modification | $ 5.18 | |||
Number of Options Exercisable | 595,000 | |||
Employee and Director Stock Options | Option Seven | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 20,000 | |||
Expiration Date | Aug. 8, 2026 | |||
Options Outstanding Remaining Contractual Life (In Years) | 6 years 7 months 6 days | |||
Exercise Price | $ 4.98 | |||
Fair Value Post Modification | $ 5.42 | |||
Number of Options Exercisable | 20,000 | |||
Employee and Director Stock Options | Option Eight | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 617,000 | |||
Expiration Date | Apr. 17, 2027 | |||
Options Outstanding Remaining Contractual Life (In Years) | 7 years 3 months 14 days | |||
Exercise Price | $ 8.13 | |||
Fair Value Post Modification | $ 7.54 | |||
Number of Options Exercisable | 308,500 | |||
Employee and Director Stock Options | Option Nine | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 6,146 | |||
Expiration Date | May 18, 2027 | |||
Options Outstanding Remaining Contractual Life (In Years) | 7 years 4 months 13 days | |||
Exercise Price | $ 7.35 | |||
Fair Value Post Modification | $ 4.75 | |||
Number of Options Exercisable | 6,146 | |||
Employee and Director Stock Options | Option Ten | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 10,000 | |||
Expiration Date | May 18, 2027 | |||
Options Outstanding Remaining Contractual Life (In Years) | 7 years 4 months 13 days | |||
Exercise Price | $ 7.35 | |||
Fair Value Post Modification | $ 7.65 | |||
Number of Options Exercisable | 5,000 | |||
Employee and Director Stock Options | Option Eleven | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 20,000 | |||
Expiration Date | Aug. 8, 2027 | |||
Options Outstanding Remaining Contractual Life (In Years) | 7 years 7 months 6 days | |||
Exercise Price | $ 10.38 | |||
Fair Value Post Modification | $ 7.38 | |||
Number of Options Exercisable | 10,000 | |||
Employee and Director Stock Options | Option Twelve | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 20,000 | |||
Expiration Date | Apr. 9, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 3 months 7 days | |||
Exercise Price | $ 9.03 | |||
Fair Value Post Modification | $ 8.01 | |||
Number of Options Exercisable | 5,000 | |||
Employee and Director Stock Options | Option Thirteen | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 337,500 | |||
Expiration Date | May 15, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 4 months 13 days | |||
Exercise Price | $ 10.99 | |||
Fair Value Post Modification | $ 7.89 | |||
Number of Options Exercisable | 183,438 | |||
Employee and Director Stock Options | Option Fourteen | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 55,513 | |||
Expiration Date | Aug. 22, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 7 months 20 days | |||
Exercise Price | $ 10.23 | |||
Grant Date Fair Value | $ 7.21 | |||
Number of Options Exercisable | 13,878 | |||
Employee and Director Stock Options | Option Fifteen | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 375 | |||
Expiration Date | Sep. 4, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 8 months 1 day | |||
Exercise Price | $ 10.19 | |||
Grant Date Fair Value | $ 7.19 | |||
Number of Options Exercisable | 375 | |||
Employee and Director Stock Options | Option Sixteen | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expiration Date | Sep. 10, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 8 months 8 days | |||
Exercise Price | $ 10.34 | |||
Grant Date Fair Value | $ 7.30 | |||
Number of Options Exercisable | 12,500 | |||
Employee and Director Stock Options | Options Seventeen | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 50,000 | |||
Expiration Date | Sep. 24, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 8 months 23 days | |||
Exercise Price | $ 9.71 | |||
Grant Date Fair Value | $ 6.79 | |||
Number of Options Exercisable | 12,500 | |||
Employee and Director Stock Options | Option Eighteen | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 75,000 | |||
Expiration Date | Oct. 15, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 9 months 14 days | |||
Exercise Price | $ 8.75 | |||
Grant Date Fair Value | $ 6.19 | |||
Number of Options Exercisable | 75,000 | |||
Employee and Director Stock Options | Option Nineteen | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 10,000 | |||
Expiration Date | Oct. 29, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 9 months 25 days | |||
Exercise Price | $ 9.71 | |||
Grant Date Fair Value | $ 6.87 | |||
Number of Options Exercisable | 2,500 | |||
Employee and Director Stock Options | Option Twenty | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 5,000 | |||
Expiration Date | Nov. 19, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 10 months 17 days | |||
Exercise Price | $ 8 | |||
Grant Date Fair Value | $ 5.66 | |||
Number of Options Exercisable | 5,000 | |||
Employee and Director Stock Options | Option Twenty One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expiration Date | Jan. 22, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 21 days | |||
Exercise Price | $ 7.65 | |||
Grant Date Fair Value | $ 5.30 | |||
Employee and Director Stock Options | Option Twenty Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 7,500 | |||
Expiration Date | Feb. 4, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 1 month 2 days | |||
Exercise Price | $ 7.26 | |||
Grant Date Fair Value | $ 5.03 | |||
Employee and Director Stock Options | Option Twenty Three | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 543,758 | |||
Expiration Date | Mar. 28, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 2 months 23 days | |||
Exercise Price | $ 6.76 | |||
Grant Date Fair Value | $ 4.62 | |||
Number of Options Exercisable | 88,694 | |||
Employee and Director Stock Options | Option Twenty Four | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expiration Date | Aug. 7, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 7 months 6 days | |||
Exercise Price | $ 2.03 | |||
Grant Date Fair Value | $ 1.37 | |||
Employee and Director Stock Options | Option Twenty Five | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 40,000 | |||
Expiration Date | Aug. 19, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 7 months 17 days | |||
Exercise Price | $ 1.93 | |||
Grant Date Fair Value | $ 1.30 | |||
Employee and Director Stock Options | Option Twenty Six | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expiration Date | Sep. 23, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 8 months 19 days | |||
Exercise Price | $ 1.73 | |||
Grant Date Fair Value | $ 1.20 | |||
Employee and Director Stock Options | Option Twenty Seven | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 30,000 | |||
Expiration Date | Sep. 30, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 8 months 26 days | |||
Exercise Price | $ 1.65 | |||
Grant Date Fair Value | $ 1.11 | |||
Employee and Director Stock Options | Option Twenty Eight | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 20,000 | |||
Expiration Date | Oct. 1, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months | |||
Exercise Price | $ 1.68 | |||
Grant Date Fair Value | $ 0.98 | |||
Employee and Director Stock Options | Option Twenty Nine | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 15,000 | |||
Expiration Date | Oct. 14, 2029 | |||
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months 10 days | |||
Exercise Price | $ 1.45 | |||
Grant Date Fair Value | $ 0.98 | |||
Consultants Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 277,000 | |||
Grant Date Fair Value | $ 8.87 | |||
Number of Options Exercisable | 252,000 | |||
Consultants Stock Options | Option One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 30,000 | |||
Expiration Date | Dec. 8, 2024 | |||
Options Outstanding Remaining Contractual Life (In Years) | 4 years 11 months 8 days | |||
Exercise Price | $ 12.72 | |||
Fair Value Post Modification | [1] | $ 2.18 | ||
Number of Options Exercisable | 30,000 | |||
Consultants Stock Options | Option Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 110,000 | |||
Expiration Date | Oct. 28, 2025 | |||
Options Outstanding Remaining Contractual Life (In Years) | 5 years 9 months 25 days | |||
Exercise Price | $ 3.18 | |||
Fair Value Post Modification | $ 6.59 | |||
Number of Options Exercisable | 110,000 | |||
Consultants Stock Options | Option Three | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 72,000 | |||
Expiration Date | Oct. 3, 2026 | |||
Options Outstanding Remaining Contractual Life (In Years) | 6 years 9 months | |||
Exercise Price | $ 5.15 | |||
Fair Value Post Modification | $ 5.35 | |||
Number of Options Exercisable | 72,000 | |||
Consultants Stock Options | Option Four | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 20,000 | |||
Expiration Date | May 18, 2027 | |||
Options Outstanding Remaining Contractual Life (In Years) | 7 years 4 months 13 days | |||
Exercise Price | $ 7.35 | |||
Fair Value Post Modification | $ 7.65 | |||
Number of Options Exercisable | 10,000 | |||
Consultants Stock Options | Option Five | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 15,000 | |||
Expiration Date | Aug. 8, 2027 | |||
Options Outstanding Remaining Contractual Life (In Years) | 7 years 7 months 6 days | |||
Exercise Price | $ 10.38 | |||
Fair Value Post Modification | $ 7.38 | |||
Number of Options Exercisable | 7,500 | |||
Consultants Stock Options | Option Six | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 15,000 | |||
Expiration Date | Nov. 6, 2027 | |||
Options Outstanding Remaining Contractual Life (In Years) | 7 years 10 months 2 days | |||
Exercise Price | $ 16.20 | |||
Fair Value Post Modification | $ 6.98 | |||
Number of Options Exercisable | 7,500 | |||
Consultants Stock Options | Option Seven | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Options Outstanding | 15,000 | |||
Expiration Date | Aug. 22, 2028 | |||
Options Outstanding Remaining Contractual Life (In Years) | 8 years 7 months 20 days | |||
Exercise Price | $ 10.23 | |||
Fair Value Post Modification | 0 | |||
Grant Date Fair Value | $ 8.87 | |||
Number of Options Exercisable | 15,000 | |||
[1] | Reflects fair value of modified stock options on August 8, 2018 |
Share Based Payments - Schedule
Share Based Payments - Schedule of Fair Value of Employee and Director Stock Options Granted Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Employee and Director Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price | $ 4.65 | $ 11.21 |
Exercise price | $ 4.65 | $ 10.12 |
Expected term | 5 years 5 months 1 day | 6 years 3 months |
Expected volatility | 76.90% | 78.99% |
Risk-free interest rate | 1.96% | 2.67% |
Dividend rate | 0.00% | 0.00% |
Share Based Payments - Schedu_2
Share Based Payments - Schedule of Fair Value of Consultants Stock Options Granted Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Consultants Stock Options - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price | $ 0.47 | $ 10.23 |
Exercise price | $ 0.47 | $ 10.23 |
Expected term | 5 years 3 months 3 days | 10 years |
Expected volatility | 77.35% | 90.17% |
Risk-free interest rate | 0.58% | 2.82% |
Dividend rate | 0.00% | 0.00% |
Share Based Payments - Summar_4
Share Based Payments - Summary of Non-Employee Stock Options Accounted for As Derivative Financial Instruments (Details) - Consultants Stock Options $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value of non-employee stock options at beginning of year | $ 2,637 |
Exercise of non-employee options | (737) |
Cancelled | 0 |
Foreign exchange gains | (38) |
Change in fair value of non-employee stock options during the year | (656) |
Reclassification to additional paid-in capital | (1,206) |
Fair value of non-employee stock options at end of year | $ 0 |
Share Based Payments - Schedu_3
Share Based Payments - Schedule of Fair Value of Non-Employee Liability Classified Award Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Non-employee Liability | Aug. 08, 2018$ / shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock price | $ 12.14 |
Exercise price | $ 4.38 |
Expected term | 11 months 4 days |
Expected volatility | 73.18% |
Risk-free interest rate | 1.95% |
Dividend rate | 0.00% |
Share Based Payments - Summar_5
Share Based Payments - Summary of Company's Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Beginning balance outstanding | 27,697 | 964 | 1,928 |
Number of Restricted Stock Units, Granted | 218,161 | 27,697 | |
Number of Restricted Stock Units, Vested and Settled | (240,106) | (964) | (964) |
Number of Restricted Stock Units, Ending balance outstanding | 5,752 | 27,697 | 964 |
Weighted Average Grant Date Fair Value per Unit, Beginning balance outstanding | $ 0.61 | $ 10 | $ 10 |
Weighted Average Grant Date Fair Value per Unit, Granted | 0.50 | 0.61 | |
Weighted Average Grant Date Fair Value per Unit, Vested and Settled | 0.52 | 10 | 10 |
Weighted Average Grant Date Fair Value per Unit, Ending balance outstanding | $ 0.39 | $ 0.61 | $ 10 |
Share Based Payments - Summar_6
Share Based Payments - Summary of Company's Restricted Stock Unit Activity (Parenthetical) (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Number of RSUs withheld for taxes | 259 | 259 |
Share Based Payments - Summar_7
Share Based Payments - Summary of Stock Based Compensation Expense is Classified in Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 2,021 | $ 3,336 | $ 4,691 | $ 8,095 |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 727 | 643 | 898 | 939 |
Cost of Sales | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | (1) | |||
Selling, General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 1,295 | $ 2,693 | $ 3,793 | $ 7,156 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Employees benefits | $ 557 | $ 722 | $ 876 |
Professional services | 6 | 67 | 518 |
Legal fees | 163 | 81 | 253 |
Royalty fees | 5 | 13 | |
Franchise fees | 40 | 28 | |
Rent | 98 | ||
Severance | 550 | 606 | 66 |
Other | 78 | 2 | 1 |
Total | $ 1,399 | $ 1,519 | $ 1,812 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) $ in Millions | Sep. 30, 2020USD ($) |
Chief Executive Officer | |
Deferred Compensation Arrangement with Individual Share Based Payments [Line Items] | |
Accrued severance costs | $ 0.5 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Loss (Income) for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
U.S. | $ 7,980 | $ 29,013 |
Non-U.S. | 1,801 | (390) |
Loss before income taxes | $ 9,781 | $ 28,623 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision Computed at Statutory Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 21.00% | 21.00% | 34.00% |
Net loss before income taxes | $ 9,781 | $ 28,623 | |
Expected income tax recovery | (2,054) | (6,011) | |
Increase (decrease) in income tax recovery resulting from: | |||
Derivative liability | (2,964) | 877 | |
Share based payments | 949 | 1,279 | |
Other permanent difference | (213) | (376) | |
Foreign income taxed at foreign rate | (99) | 23 | |
Increase in valuation allowance | 4,381 | 4,208 | |
Income tax expense | $ 0 | $ 0 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets (liabilities) | ||
Operating losses carried forward | $ 21,318 | $ 16,028 |
Tax credits | 679 | 1,217 |
Stock compensation | 1,496 | 1,447 |
Other | 1,293 | 85 |
Valuation allowance | $ (24,786) | $ (18,777) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||
Net operating loss, domestic | $ 75,300,000 | ||
Operating loss carry forwards expiration year | 2033 | ||
Corporate tax rate | 21.00% | 21.00% | 34.00% |
Accrual relating to uncertain tax positions | $ 0 | ||
Maximum | |||
Income Taxes [Line Items] | |||
Corporate tax rate | 35.00% | ||
Canada | |||
Income Taxes [Line Items] | |||
Accumulated non-capital losses in Canada | $ 3,600,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Sep. 30, 2020USD ($) | Jun. 01, 2020 | Apr. 13, 2020USD ($) | Dec. 29, 2017 | Jan. 22, 2013shares | May 31, 2020USD ($) | Mar. 31, 2019 | Sep. 30, 2018Clinic | Jul. 31, 2017USD ($) | Mar. 31, 2017 | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019Clinic | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2017 | Oct. 30, 2017USD ($) |
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Lease commencement date | Jul. 1, 2020 | Jul. 17, 2017 | Jul. 1, 2017 | |||||||||||||||||||
Lease termination date | Jun. 30, 2021 | Jan. 16, 2023 | Dec. 31, 2022 | |||||||||||||||||||
Lease option to extend termination year | 2027 | |||||||||||||||||||||
Lease option to extend termination date | Jan. 31, 2028 | |||||||||||||||||||||
Lease option to extend lease term | 6 months | |||||||||||||||||||||
Lease monthly rent plus utilities | $ 5,000 | $ 20,000 | ||||||||||||||||||||
Lease monthly rent plus utilities beginning date | Jan. 31, 2021 | Jan. 31, 2018 | ||||||||||||||||||||
Lease annual increase in rental percentage | 3.00% | 3.00% | 3.00% | |||||||||||||||||||
Decrease in operating lease right of use asset, partial termination | $ 400 | |||||||||||||||||||||
Decrease in operating lease liability | $ 400 | |||||||||||||||||||||
Revenue | $ 470,000 | $ 1,344,000 | $ 1,496,000 | $ 478,000 | ||||||||||||||||||
License Revenue | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Revenue | $ 5,000 | 20,000 | 0 | 5,000 | 478,000 | |||||||||||||||||
PPP Loan | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Loan proceeds received, amount | $ 323,000 | |||||||||||||||||||||
Other Income | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Gain on termination of lease | $ 100 | |||||||||||||||||||||
Advanced NeuroRehabilitation, LLC | License Agreement for Exclusive Right on Patent Pending Technology | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Issuance of common stock for license agreement | shares | 3,207,005 | |||||||||||||||||||||
Percentage of royalty on net revenue | 4.00% | |||||||||||||||||||||
Royalty expense | $ 15,000 | $ 52,000 | $ 59,000 | 0 | ||||||||||||||||||
A&B Company Limited | Asset Purchase Agreement | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Contract penalty payable on failure to obtain FDA clearance | $ 2,000,000 | |||||||||||||||||||||
Altair LLC | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Percentage of royalty on sales | 7.00% | |||||||||||||||||||||
Effective date of notice of termination | May 20, 2019 | May 20, 2019 | ||||||||||||||||||||
Key Tronic Corporation | Manufacturing and Supply Agreement | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Agreement description | On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day written notice to the other party prior to the end of the then current term. On June 1, 2020, HMI extended the existing manufacturing agreement with Key Tronic for a second three year term from December 29, 2020 until December 31, 2023. As of September 30, 2020, the Company did not have any outstanding commitments to Key Tronic to complete the Company’s forecasts for the procurement of materials necessary for the delivery of PoNS devices. | On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and the agreement will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day written notice to the other party prior to the end of the then current term. As of December 31, 2019, the Company had a $0.1 million obligation to Key Tronic to complete the Company’s forecast for the procurement of materials necessary for the delivery of PoNS devices. | On December 29, 2017, HMI (formerly known as NeuroHabilitation Corporation) entered into a Manufacturing and Supply Agreement (“MSA”) with Key Tronic Corporation (“Key Tronic”), for the manufacture and supply of the Company’s PoNS device based upon the Company’s product specifications as set forth in the MSA. Per the agreement, the Company shall provide to Key Tronic a rolling forecast for the procurement of parts and material and within normal lead times based on estimated delivery dates for the manufacture of the PoNS device. The term of the agreement is for three years and the agreement will automatically renew for additional consecutive terms of one year, unless cancelled by either party upon 180-day written notice to the other party prior to the end of the then current term. As of December 31, 2019, the Company had a $0.1 million obligation to Key Tronic to complete the Company’s forecast for the procurement of materials necessary for the delivery of PoNS devices. | |||||||||||||||||||
Agreement term | 3 years | 3 years | ||||||||||||||||||||
Agreement auto renewal period | 1 year | 1 year | ||||||||||||||||||||
Notice period to cancel the renewal of agreement | 180 days | 180 days | ||||||||||||||||||||
Outstanding commitments | $ 0 | $ 100,000 | ||||||||||||||||||||
Extended manufacturing agreement term | 3 years | |||||||||||||||||||||
Heuro Canada Incorporation | Strategic Alliance Agreement | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Maximum percent of operating budget | 50.00% | |||||||||||||||||||||
Net proft and loss basis | 50.00% | |||||||||||||||||||||
Expenses incurred in share of estimated cost | 100,000 | 200,000 | ||||||||||||||||||||
Additional cost of sales for services rendered | 100,000 | 200,000 | ||||||||||||||||||||
Heuro Canada Incorporation | Strategic Alliance Agreement | HealthTech Connex, Inc. | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Number of founding clinics | Clinic | 3 | |||||||||||||||||||||
Number of additional clinics | Clinic | 3 | |||||||||||||||||||||
Partial consideration to pay | $ 750 | $ 750 | ||||||||||||||||||||
License consideration first annual installment | 250 | 250 | ||||||||||||||||||||
License consideration second annual installment | 250 | 250 | ||||||||||||||||||||
License consideration third annual installment | 250 | $ 250 | ||||||||||||||||||||
Partial consideration granted period | 3 years | |||||||||||||||||||||
Maximum percent of operating budget | 50.00% | |||||||||||||||||||||
Net proft and loss basis | 50.00% | |||||||||||||||||||||
Heuro Canada Incorporation | Strategic Alliance Agreement | HealthTech Connex, Inc. | Canada | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Number of authorized clinics | Clinic | 5 | |||||||||||||||||||||
Heuro Canada Incorporation | Strategic Alliance Agreement | HealthTech Connex, Inc. | License Revenue | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Revenue | $ 500,000 | $ 37,000 | $ 500 | $ 500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Related to Non-cancellable Operating Lease Commitments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Operating Leases Future Minimum Payments Due [Abstract] | |||
Operating lease cost | $ 57 | $ 224 | |
Operating lease - operating cash flows | $ 189 | $ 246 | |
Weighted average remaining lease term | 1 year 9 months | 3 years 18 days | |
Weighted average discount rate | 7.20% | 15.10% | |
2020 (remaining three months) | $ 63 | $ 253 | |
2021 | 63 | 260 | |
2022 | 32 | 267 | |
2023 | 10 | ||
Total future minimum lease payments | 158 | 790 | |
Less imputed interest | (4) | (153) | |
Total liability | 154 | 637 | $ 700 |
Current operating lease liability | 107 | 172 | |
Non-current operating lease liability | 47 | 465 | |
Total | $ 154 | $ 637 | $ 700 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Oct. 30, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||||
Carrying amounts for assets relating to the variable interest | $ 6,026 | $ 10,347 | $ 27,827 | |
Carrying amounts for liabilities relating to the variable interest | $ 2,829 | $ 4,512 | $ 17,973 | |
Heuro Canada Incorporation | Variable Interest Entity | ||||
Variable Interest Entity [Line Items] | ||||
Carrying amounts for assets relating to the variable interest | $ 0 | |||
Carrying amounts for liabilities relating to the variable interest | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2016 | Mar. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||
Consulting fee owed to directors | $ 5 | |||||
Accrued liabilities for consulting fees | $ 1,399 | 1,519 | $ 1,812 | |||
Change in fair value of derivative financial instruments | 4 | $ 14,033 | 14,113 | (3,577) | ||
Non-employee Stock Options | ||||||
Related Party Transaction [Line Items] | ||||||
Change in fair value of derivative financial instruments | 300 | |||||
Foreign exchange gain | 18 | |||||
Directors | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees paid | 5 | $ 25 | 27 | 33 | ||
Accrued liabilities for consulting fees | $ 0 | |||||
Montel Media, Inc. | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Beneficially owns common stock percentage | 5.00% | |||||
Montel Media, Inc. | Consulting Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees paid | 0 | 45 | ||||
Consulting monthly fee | $ 15 | |||||
Clinvue LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees paid | $ 0 | $ 100 |
Sole-Source Cost-Sharing Agre_2
Sole-Source Cost-Sharing Agreement and Cooperative Research and Development Agreement - Additional Information (Details) - USAMRMC - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2015 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items] | ||||
Expiration date of original contract | Dec. 31, 2016 | |||
Reimbursement received | $ 3,000,000 | |||
Cooperative Research and Development Agreement | ||||
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items] | ||||
Expiration year of original contract | 2018 | |||
Extended expiration date of original contract | Dec. 31, 2021 | |||
Maximum | ||||
Schedule Of Cost Sharing Agreement And Cooperative Research And Development Agreement [Line Items] | ||||
Reimbursed trial cost | $ 3,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Oct. 26, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 23, 2020 | Nov. 22, 2019 |
Subsequent Event [Line Items] | ||||||
Common stock per share | $ 0.35 | |||||
Proceeds from the issuances of common stock and warrants | $ 7,233,000 | $ 1,685,000 | $ 38,526,000 | |||
Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Common stock per share | $ 1 | |||||
Subsequent Event | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from the issuance of common stock, Shares | 6,567,868 | |||||
Warrants to purchase number of common stock, shares | 3,283,936 | |||||
Common stock per share | $ 0.52 | |||||
Proceeds from the issuances of common stock and warrants | $ 3,400,000 | |||||
Share issuance cost including placement agent fees | $ 200,000 | |||||
Warrant exercisable price per share | $ 0.452 | |||||
Warrants expiration period | 3 years | |||||
Percentage of right to participate subsequent financing | 30.00% | |||||
Subsequent Event | Private Placement | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Subscription to participate subsequent financing | $ 250,000 | |||||
Subsequent Event | Private Placement | Officer, Affiliates of an Officer and Director | ||||||
Subsequent Event [Line Items] | ||||||
Common stock per share | $ 0.5244 | |||||
Warrant exercisable price per share | $ 0.4619 | |||||
Subsequent Event | Private Placement | Placement Agent | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from the issuance of common stock, Shares | 33,654 | |||||
Common stock per share | $ 0.565 | |||||
Common Stock | Subsequent Event | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Number of warrant to purchase of each stock | 0.50 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Pro Forma Basis Adjustment on Stockholders' Equity (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | |||||
Total stockholders' equity as of September 30, 2020 | $ 3,197 | $ 5,835 | $ 8,822 | $ 9,854 | $ (7,490) |
Net proceeds from October 2020 private placement | 3,244 | ||||
Private Placement | Pro Forma | |||||
Subsequent Event [Line Items] | |||||
Total stockholders' equity as of September 30, 2020 | $ 6,441 |