Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | HSDT | |
Entity Registrant Name | HELIUS MEDICAL TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001610853 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 25,866,211 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 18,656 | $ 25,583 |
Accounts receivable | 910 | 177 |
Other receivables | 182 | 98 |
Inventory | 731 | 392 |
Prepaid expenses | 352 | 447 |
Other current assets | 264 | |
Total current assets | 20,831 | 26,961 |
Property and equipment, net | 693 | 554 |
Other assets | ||
Operating lease right-of-use asset, net | 650 | |
Non-current receivables | 306 | 294 |
Other non-current assets | 18 | 18 |
Total other assets | 974 | 312 |
TOTAL ASSETS | 22,498 | 27,827 |
Current liabilities | ||
Accounts payable | 2,474 | 2,392 |
Accrued liabilities | 1,518 | 1,812 |
Operating lease liability | 148 | |
Derivative financial instruments | 5,743 | 13,769 |
Total current liabilities | 9,883 | 17,973 |
Non-current liabilities | ||
Operating lease liability | 597 | |
TOTAL LIABILITIES | 10,480 | 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 March 31, 2019 and December 31, 2018 | ||
Class A common stock, $0.001 par value; 150,000,000 shares authorized; 25,844,180 and 25,827,860 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 26 | 26 |
Additional paid-in capital | 106,363 | 105,411 |
Accumulated other comprehensive loss | (703) | (591) |
Accumulated deficit | (93,668) | (94,992) |
TOTAL STOCKHOLDERS’ EQUITY | 12,018 | 9,854 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 22,498 | $ 27,827 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 25,844,180 | 25,827,860 |
Common Stock, Shares, Outstanding | 25,844,180 | 25,827,860 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Product sales, net | $ 677 | |
Type of Revenue [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember |
Cost of sales: | ||
Cost of product sales | $ 236 | |
Type of Cost, Good or Service [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember |
Gross profit | $ 441 | |
Operating expenses: | ||
Research and development | 2,681 | $ 2,552 |
Selling, general and administrative | 4,581 | 2,165 |
Total operating expenses | 7,262 | 4,717 |
Operating loss | (6,821) | (4,717) |
Other income (expense): | ||
Other income | 11 | 59 |
Change in fair value of derivative financial instruments | 8,289 | 2,525 |
Foreign exchange gain (loss) | (155) | 968 |
Total other income | 8,145 | 3,552 |
Net income (loss) | 1,324 | (1,165) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (112) | (953) |
Comprehensive income (loss) | $ 1,212 | $ (2,118) |
Net income (loss) per share | ||
Basic | $ 0.05 | $ (0.06) |
Diluted | $ (0.06) | $ (0.08) |
Weighted average shares outstanding | ||
Basic | 25,832,190 | 20,334,929 |
Diluted | 26,785,708 | 20,460,656 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statement of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock $0.001 par value | Common Stock | Additional Paid-In Capital | Accmulated Other Comprehensive Income (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 | |||||
Stock-based compensation expense | 380 | 380 | ||||
Proceeds from the exercise of stock options and warrants | 3,753 | $ 3,753 | ||||
Proceeds from the exercise of stock options and warrants, Shares | 619,083 | |||||
Reclassification of liability-classified warrants upon exercise | 3,246 | $ 3,246 | ||||
Net income (loss) | (1,165) | (1,165) | ||||
Foreign currency translation adjustments | (953) | (953) | ||||
Ending Balance at Mar. 31, 2018 | (2,229) | $ 59,229 | 6,982 | (906) | (67,534) | |
Ending Balance, Shares at Mar. 31, 2018 | 20,797,309 | |||||
Beginning Balance at Dec. 31, 2018 | 9,854 | $ 26 | 105,411 | (591) | (94,992) | |
Beginning Balance, Shares at Dec. 31, 2018 | 25,827,860 | |||||
Stock-based compensation expense | 835 | 835 | ||||
Proceeds from the exercise of warrants | 92 | 92 | ||||
Proceeds from the exercise of warrants, Shares | 16,320 | |||||
Reclassification of derivative financial instruments from the exercise of warrants | 25 | 25 | ||||
Net income (loss) | 1,324 | 1,324 | ||||
Foreign currency translation adjustments | (112) | (112) | ||||
Ending Balance at Mar. 31, 2019 | $ 12,018 | $ 26 | $ 106,363 | $ (703) | $ (93,668) | |
Ending Balance, Shares at Mar. 31, 2019 | 25,844,180 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,324 | $ (1,165) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative financial instruments | (8,289) | (2,525) |
Stock-based compensation expense | 835 | 387 |
Unrealized foreign exchange loss (gain) | 176 | (993) |
Depreciation expense | 22 | 10 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (740) | |
Other receivables | (84) | 7 |
Inventory | (339) | |
Prepaid expenses | 95 | 94 |
Other current assets | 264 | (105) |
Operating lease liability | (3) | |
Accounts payable | 83 | (886) |
Accrued liabilities | (144) | 316 |
Net cash used in operating activities | (6,800) | (4,860) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (161) | (27) |
Net cash used in investing activities | (161) | (27) |
Cash flows from financing activities: | ||
Share issuance costs | (52) | (73) |
Proceeds from the exercise of stock options and warrants | 92 | 3,753 |
Net cash provided by financing activities | 40 | 3,680 |
Effect of foreign exchange rate changes on cash | (6) | 40 |
Net decrease in cash | (6,927) | (1,167) |
Cash at beginning of period | 25,583 | 5,562 |
Cash at end of period | $ 18,656 | $ 4,395 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Helius Medical Technologies, Inc. (the “Company”), is a neurotechnology company focused on neurological wellness. The Company’s purpose is to develop, license or acquire non-invasive technologies targeted at reducing symptoms of neurological disease or trauma. The Company’s first product, known as the Portable Neuromodulation Stimulator (“PoNS ™”) 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 clinical research site as well as a rehabilitation clinic that will provide the PoNS Treatment to patients with balance and gait disorder upon receipt of marketing authorization from the FDA . The Company’s wholly owned subsidiaries are comprised of HMI, Helius Medical Technologies (Canada), Inc., (“HMC”), 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. All share and per share amounts in this quarterly report on Form 10-Q have been reflected on a post-split basis. Going Concern Uncertainty As of March 31, 2019, the Company had cash of $18.7 million. For the three months ended March 31, 2019, the Company had an operating loss of $6.8 million and as of March 31, 2019, its accumulated deficit was $93.7 million. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The Company intends to fund ongoing activities by utilizing its current cash on hand, cash received from the sale of its PoNS device in Canada and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s reporting currency is the U.S. Dollar (USD$”). Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. 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 valuation of receivables, fair value-pricing model for stock-based compensation, operating lease liability 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 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 rate of return. Accounts Receivable Accounts receivables are stated at their net realizable value. As of each of March 31, 2019 and December 31, 2018, the Company’s accounts receivable were comprised of amounts owed related to license revenue of approximately $0.5 million recognized in 2018 resulting from the Company’s strategic alliance agreement with Health Tech Connex Inc, (“HTC”), and Heuro Canada, Inc., (“Heuro”), of which $0.3 million was classified as a non-current receivable. As of March 31, 2019, accounts receivable included revenue from product sales of approximately $0.6 million. 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. No inventory write-offs were recorded during the three months ended March 31, 2019. As of March 31, 2019, and December 31, 2018, inventory consisted of the following (amounts in thousands) As of As of March 31, 2019 December 31, 2018 Raw materials $ 513 $ 392 Work-in-process 73 — Finished goods 145 — Total $ 731 $ 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 the Company’s 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 March 31, 2019 and December 31, 2018 (amounts in thousands). As of As of March 31, 2019 December 31, 2018 Leasehold improvement $ 182 $ 182 Furniture and fixtures 248 185 Equipment 219 219 Computer software and hardware 142 44 Property and equipment 791 630 Less accumulated depreciation (98 ) (76 ) Property and equipment, net $ 693 $ 554 Leases On January 1, 2019, the Company adopted ASU No. 2016-02, Leases 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. As of March 31, 2019, the Company had only one operating lease, which was for its headquarters office in Newtown, Pennsylvania upon the adoption date. As of March 31, 2019, the Company has not entered into any additional lease arrangements. 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 its functional currency and determined that, as of April 1, 2018, its functional currency had changed from the CAD$ to the USD$ based on management's analysis of changes in the primary economic environment in which the Company operates. The change in functional currency was accounted for prospectively from April 1, 2018 and financial statements prior to and including the period ended March 31, 2018 were not restated for the change in functional currency. 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 assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after April 1, 2018 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the condensed consolidated statement of operations and comprehensive income (loss) as foreign exchange gain (loss). The functional currency of HMC, the Company’s Canadian subsidiary, 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 income (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 income (loss), within the condensed consolidated statements of operations and comprehensive income (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 using the fair value method whereby all awards are measured at fair value on the date of the grant. The fair value of all employee-related stock options is expensed over the requisite service period with a corresponding increase to additional paid-in capital. Upon exercise of stock options, the consideration paid by the option holder, together with the amount previously recognized in additional paid-in capital is recorded as an increase to common stock, while the par value of the shares received is reclassified from additional paid in capital. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service conditions. Prior to the adoption of ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), 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. 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. Liability-classified options are re-measured to their fair values at the end of each reporting date with changes in the fair value recognized in stock-based compensation expense or additional paid-in capital until settlement or cancellation. Under FASB’s ASC 718, Compensation – Stock Compensation In June 2018, the Company’s Board of Directors approved, subject to the consent of the holders of such options the modification of outstanding stock options with exercise prices denominated in CAD$ to convert the exercise prices of such options to USD$ based on the prevailing USD$/CAD$ exchange rates on the dates of the grants for such modified stock options. During the third quarter of 2018, employee and non-employee option holders owning stock options representing an aggregate of 2,741,146 shares of common stock consented to the modification. Employee stock options with a fair value of $10.3 million on August 8, 2018, which were previously classified as stock-based compensation liabilities, were reclassified to equity during the third quarter of 2018. Following these reclassifications, the Company no longer has any liability-classified stock options. 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 Product sales are derived from the sale of the PoNS device and support services including services from the use of the neurocatch device, which assesses brain vital signs of each patient participating in the PoNS Treatment at two Canadian neuroplasticity clinics with which the Company has executed supply agreements. The neurocatch device is owned by HTC, and the Company remits CAD$600 for each patient treated with the PoNS device. According to the supply agreement with each of these two clinics the Company’s performance obligation is met when it delivers the PoNS device to the clinic’s facility and the clinic takes title of the PoNS device upon acceptance. In addition, the Company acts in an agency capacity for services performed using the neurocatch device. Further, according to the strategic alliance agreement, the Company shares 50/50 with Heuro in fees from support services excluding the CAD$600 payment for the neurocatch device. For the three months ended March 31, 2019, the Company recorded $0.7 million in product sales net of $25,000 for HTC’s portion related to services performed using the neurocatch device. As of March 31, 2019, the Company had recorded $0.7 million in current receivables and had no contract assets or liabilities on its condensed consolidated balance sheet related to these supply agreements. As of March 31, 2019 and December 31, 2018, the Company had recorded $0.2 million and $0.3 million in current and non-current receivables, respectively, and had no contract assets or liabilities on its condensed consolidated balance sheets related to license revenue related to an exclusive strategic alliance agreement with HTC and Heuro. 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. 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 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 lease liability, operating lease ROU asset and non-current receivables approximate their fair values due to the immediate or short-term nature of these instruments. 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 March 31, 2019 and 2018 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. Fair Value Level 1 Level 2 Level 3 March 31, 2019 Liabilities: Derivative financial instruments $ 5,743 — — $ 5,743 December 31, 2018 Liabilities: Derivative financial instruments $ 13,769 — — $ 13,769 There were no transfers between any levels for any of the periods presented. 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 stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period, unless including the effects of these potentially dilutive securities would be anti-dilutive. Three Months Ended March 31, 2019 2018 Basic Numerator: Net income (loss) $ 1,324 $ (1,165 ) Denominator: Weighted average common shares outstanding - basic 25,832,190 20,334,929 Basic net income (loss) per share $ 0.05 $ (0.06 ) Diluted Numerator: Net income (loss), basic $ 1,324 $ (1,165 ) Effect of dilutive securities: change in fair value of derivative financial instruments (2,809 ) (434 ) Net loss, diluted $ (1,485 ) $ (1,599 ) Denominator: Weighted average common shares outstanding - basic 25,832,190 20,334,929 Potential common share issuances: Incremental dilutive shares from options and warrants (treasury stock method) 953,518 125,727 Weighted average common shares outstanding - diluted 26,785,708 20,460,656 Diluted net loss per share $ (0.06 ) $ (0.08 ) 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 three months ended March 31, 2018 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock. For the Three Months Ended March 31, 2019 March 31, 2018 Stock options outstanding 1,799,795 2,208,646 Warrants outstanding 3,043,605 1,818,439 Restricted stock units — 1,928 Total 4,843,400 4,029,013 Recent Accounting Pronouncements 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 This ASU is effective for interim and annual reporting periods beginning after |
Common Stock and Warrants
Common Stock and Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Common Stock and Warrants | 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 in the state of Delaware, 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 March 31, 2019. In the event of a liquidation, dissolution or winding-up of the Company, other distribution of assets of the Company among its stockholders for the purposes of winding-up its affairs or upon a reduction of capital, the stockholders shall, share equally, share for share, in the remaining assets and property of the Company. 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 of the Company (a “Common Share’) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitled the holder thereof to acquire one additional Common Share at an exercise price of CAD$7.50 on or before April 18, 2019. Mackie Research Capital Corporation (the “Agent”) acted as agent and sole bookrunner in connection with the April 2016 Offering. The Company paid the Agent a cash commission of $0.3 million and granted to the Agent compensation options exercisable to purchase 87,210 Units at an exercise price of CAD$5.00 per Unit for a period of 24 months from the closing of the April 2016 Offering. The Company incurred other cash issuance costs of $1.1 million related to this offering. As of March 31, 2019, the Company had 944,379 warrants outstanding. 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 condensed consolidated balance sheets. These warrants were recorded in additional paid-in capital in the Company’s condensed consolidated balance sheets at their fair value. As discussed in Note 2, due to the change in the Company’s functional currency, as of April 1, 2018, these warrants have been reclassified to liabilities as derivative financial instruments on the Company’s condensed consolidated balance sheet as they are now priced in a currency other than the Company’s functional currency. March 31, 2019 December 31, 2018 Grant Date Stock price CAD$8.95 CAD$12.80 CAD$5.45 Exercise price CAD$7.50 CAD$7.50 CAD$7.50 Warrant term 0.05 years 0.30 years 3.0 years Expected volatility 58.52 % 83.56 % 83.83 % Risk-free interest rate 1.68 % 1.64 % 0.60 % Dividend rate 0.00 % 0.00 % 0.00 % In December 2017, the Company completed a three-tranche non-brokered private placement (the “December 2017 Financing”) for an aggregate of 646,016 units for gross proceeds of approximately $6.3 million. 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. Each warrant entitles the holder to acquire one additional share of common stock and is exercisable over a period of 36 months following the respective closing of the December 2017 Financing at an exercise price of $12.25 per warrant share. The first tranche, which closed on December 22, 2017, was for 270,915 units for which the Company received gross proceeds of approximately $2.6 million. The second tranche, which closed on December 28, 2017, was for 171,020 units for which the Company received approximately $1.7 million, while the third tranche, which closed on December 29, 2017, was for 204,081 units for which the Company received $2.0 million. The Company paid $0.1 million in share issuance costs related to the December 2017 Financing. 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 capital in the Company’s condensed consolidated balance sheets. 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 condensed consolidated statement of operations and comprehensive income (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 at March 31, 2019. March 31, 2019 April 24, 2018 April 13, 2018 Stock price CAD $8.95 CAD $10.76 CAD $9.85 Exercise price CAD $12.25 CAD $12.25 CAD $12.25 Warrant term 2.0 years 3.0 years 3.0 years Expected volatility 69.14 % 64.49 % 64.20 % Risk-free interest rate 1.55 % 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 30, 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 paid during the three months ended March 31, 2019, resulting in net proceeds of $18.3 million. Three Months Ended March 31, 2019 2018 Fair value of warrants at beginning of period $ 13,769 $ 6,941 Exercise of warrants (25 ) (2,509 ) Foreign exchange loss 288 — Change in fair value of warrants during the period (8,289 ) (1,954 ) Fair value of warrants at end of period $ 5,743 $ 2,478 These warrants which are classified as derivative financial instruments in the Company’s condensed consolidated balance sheets are required to be re-measured at each reporting period, with the change in fair value recorded as a gain or loss in the change in fair value of derivative financial instruments, included in other income (expense) in the Company’s condensed consolidated statements of operations and comprehensive income (loss). The fair value of the warrants will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as such. March 31, 2019 December 31, 2018 Stock price CAD$ 8.95 CAD$ 12.80 Exercise price CAD$ 10.91 CAD$ 10.89 Warrant term 1.47 years 1.71 years Expected volatility 66.13 % 75.31 % Risk-free interest rate 1.59 % 1.80 % Dividend rate 0.00 % 0.00 % Number of Warrants (by currency denomination of exercise price) Weighted Average Exercise Price CAD$ USD$ CAD$ USD$ Outstanding as of December 31, 2018 3,352,984 651,320 $ 10.89 $ 12.24 Exercised (16,320 ) — 7.50 — Outstanding as of March 31, 2019 3,336,664 651,320 $ 10.91 $ 12.24 The following table summarizes the Company’s warrants outstanding and exercisable as of March 31, 2019: Number of Warrants Outstanding Exercise Price Expiration Date 3,795 USD$10.75 June 26, 2020 1,509 USD$10.75 July 17, 2020 944,379 CAD$7.50 April 18, 2019 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 3,987,984 |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Payments | 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 March 31, 2019, there were an aggregate of 4,189,661 shares of common stock remaining available for grant under the Company’s 2018 Plan. For the three months ended March 31, 2019, the Company issued 640,158 stock options to employees and directors. The Company issued no stock options to consultants or non-employees during the three months ended March 31, 2019. Weighted Aggregate Number of Average Intrinsic Value Stock Options Exercise Price (in thousands) Outstanding as of December 31, 2018 3,308,049 $ 7.14 $ 8,308 Granted 640,158 6.93 — Forfeited/Cancelled (54,108 ) 10.16 — Outstanding as of March 31, 2019 3,894,099 $ 7.06 $ 3,890 Exercisable as of March 31, 2019 1,960,235 $ 2.82 $ 3,890 The following table summarizes stock options outstanding and exercisable by employees and directors as of March 31, 2019: Options Outstanding Remaining Number of Number of Contractual Life Exercise Fair Value Grant Date Options Options Outstanding Expiration Date (In Years) Price Post Modification (1) Fair Value Exercisable 360,000 June 18, 2019 0.22 $ 2.77 $ 6.62 $ — 360,000 80,000 June 18, 2019 0.22 $ 2.77 $ 6.62 $ — 80,000 20,000 December 8, 2019 0.69 $ 12.72 $ 2.18 $ — 20,000 80,000 December 8, 2019 0.69 $ 12.72 $ 2.18 $ — 80,000 20,000 March 16, 2020 0.96 $ 12.52 $ 2.43 $ — 20,000 150,000 October 21, 2020 1.56 $ 3.20 $ 6.57 $ — 150,000 20,000 December 31, 2020 1.75 $ 4.48 $ 5.86 $ — 20,000 595,000 July 13, 2020 1.29 $ 5.35 $ 5.18 $ — 595,000 20,000 August 8, 2020 1.36 $ 4.98 $ 5.42 $ — 20,000 617,000 April 17, 2027 8.04 $ 8.13 $ 7.54 $ — 154,250 6,146 May 18, 2027 8.13 $ 7.35 $ 4.75 $ — 4,610 10,000 May 18, 2027 8.13 $ 7.35 $ 7.65 $ — 2,500 30,000 August 8, 2027 8.35 $ 10.38 $ 7.38 $ — 7,500 20,000 April 9, 2028 9.02 $ 9.03 $ 8.01 $ — — 337,500 May 15, 2028 9.12 $ 10.99 $ 7.89 $ — 121,875 150,000 July 9, 2028 9.27 $ 9.69 $ — $ 6.83 — 73,295 August 22, 2028 9.39 $ 10.23 $ — $ 7.21 — 11,500 September 4, 2028 9.43 $ 10.19 $ — $ 7.19 — 50,000 September 10, 2028 9.44 $ 10.34 $ — $ 7.30 — 50,000 September 24, 2028 9.48 $ 9.71 $ — $ 6.79 — 1,500 October 8, 2028 9.52 $ 8.25 $ — $ 5.84 — 75,000 October 15, 2028 9.54 $ 8.75 $ — $ 6.19 — 50,000 October 22, 2028 9.56 $ 10.16 $ — $ 7.20 — 10,000 October 29, 2028 9.58 $ 9.71 $ — $ 6.87 — 20,000 November 19, 2028 9.63 $ 8.00 $ — $ 5.66 — 20,000 December 3, 2028 9.67 $ 8.66 $ — $ 6.13 — 15,000 December 17, 2028 9.71 $ 9.42 $ — $ 6.66 — 10,000 January 7, 2029 9.77 $ 9.10 $ — $ 6.30 — 50,000 January 14, 2029 9.79 $ 8.19 $ — $ 5.67 — 9,000 January 22, 2029 9.81 $ 7.65 $ — $ 5.30 — 7,500 February 4, 2029 9.84 $ 7.26 $ — $ 5.03 — 3,100 March 18, 2029 9.96 $ 6.85 $ — $ 4.73 — 560,558 March 28, 2029 9.99 $ 6.76 $ — $ 4.62 — 3,532,099 1,635,735 (1) Reflects fair value of modified stock options on August 8, 2018. As of March 31, 2019, the unrecognized compensation cost related to non-vested stock options outstanding for employees and directors, was $10.1 million which will be recognized over a weighted-average remaining vesting period of approximately 3.0 years. The fair value of employee and director stock options for the three months ended March 31, 2019 had a weighted average grant date fair value of $4.71 per option and they were estimated using the Black-Scholes option pricing model using the following weighted average assumptions: March 31, 2019 Stock price $ 6.93 Exercise price $ 6.93 Expected term 6.09 years Expected volatility 76.90 % Risk-free interest rate 2.28 % Dividend rate 0.00 % Non-Employee Stock Options As of March 31, 2019 and December 31, 2018, all non-employee stock options are accounted for as equity instruments. The following table summarizes stock options outstanding and exercisable by non-employees as of March 31, 2019: Options Outstanding Remaining Number of Number of Contractual Life Exercise Fair Value Grant Date Options Options Outstanding Expiration Date (In Years) Price Post Modification 1 Fair Value Exercisable 80,000 June 18, 2019 0.22 $ 2.77 $ 6.62 80,000 30,000 December 8, 2019 0.69 $ 12.72 $ 2.18 30,000 72,000 October 3, 2020 1.51 $ 5.15 $ 5.35 72,000 110,000 October 28, 2020 1.58 $ 3.18 $ 6.59 110,000 20,000 May 18, 2027 8.13 $ 7.35 $ 7.65 5,000 15,000 August 8, 2027 8.35 $ 10.38 $ 7.38 3,750 15,000 November 6, 2027 8.60 $ 16.20 $ 6.98 3,750 15,000 August 22, 2028 9.39 $ 10.23 $ 8.87 15,000 357,000 319,500 (1) Reflects fair value of modified stock options on August 8, 2018. As of March 31, 2019, the unrecognized compensation cost related to non-vested stock options outstanding for non-employees, was $0.1 million which will be recognized over a weighted-average remaining vesting period of approximately 2.3 years. The Company recognizes compensation expense for only the portion of awards that are expected to vest. Restricted Stock Units As of March 31, 2019, the Company had 964 RSUs outstanding with a weighted average grant date fair value of CAD$10.00 per share. For the three months ended March 31, 2019, there was no vested RSUs and as such there was no issuance of shares of common stock in settlement of vested RSUs. Stock-Based Compensation Expense Three Months Ended March 31, 2019 2018 Research and development $ 195 $ 99 Cost of sales 3 — Selling, general and administrative 637 288 Total $ 835 $ 387 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5. ACCRUED EXPENSES Accrued expenses consisted of the following (amounts in thousands): As of March 31, 2019 December 31, 2018 Employees benefits $ 483 $ 876 Professional services 403 518 Legal fees 350 253 Due to HTC/Heuro 73 — Royalty fees 27 — Franchise fee 175 — Rent — 98 Severance — 66 Other 7 1 $ 1,518 $ 1,812 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 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 with Advanced NeuroRehabilitation, LLC (“ANR”) for an exclusive right to 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 three months ended March 31, 2019, the Company accrued $27,000 in royalties related to PoNS device sales for the period. (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 November 2014, the Company signed a distribution agreement with Altair LLC to apply for the 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. As of March 31, 2019, the Company had not made any commercial sales in the territories. On March 21, 2019, Altair provided the Company with a notice of termination which will be effective on May 20, 2019. (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. Monthly rent plus utilities was approximately $20,000 per month beginning in January 2019 with 3% annual increases thereafter. The following table summarizes the Company’s operating lease information including future minimum lease payments under a non-cancellable lease as of March 31, 2019 (amounts in thousands). For the Three Months Ended March 31, 2019 Operating lease cost $ 58 Operating lease - operating cash flows $ 61 Weighted average remaining lease term 3.83 years Weighted average discount rate 15.1 % Future minimum lease payments under non-cancellable lease as of March 31, 2019 were as follows: For the Period Ending December 31, 2019 (remaining nine months) $ 186 2020 253 2021 260 2022 267 2023 10 Total future minimum lease payments 976 Less imputed interest (231 ) Total liability $ 745 Reported as of March 31, 2019 Current operating lease liability 148 Non-current operating lease liability 597 Total $ 745 (e) On December 29, 2017, the Company 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 March 31, 2019, the Company had a $0.1 million obligation to Key Tronic to complete the Company’s initial forecast to deliver PoNS devices for commercial launch. (f) In September 2018, the Company entered into a strategic alliance agreement with HTC and Heuro to establish three founding clinics to treat patients and create a replicable model for future clinic expansion. Under the terms of the agreement, Heuro is responsible for the development of the clinic systems to facilitate the commercialization of the PoNS Treatment in Canada. The parties will contract with the clinics and develop a model for the clinics to deliver clinical services, featuring the PoNS Treatment to manage neurological conditions. The agreement also provides for HTC to pay the Company CAD$750,000 in three annual payments of CAD$250,000 beginning December 31, 2019, in consideration for the exclusivity right the Company granted to Heuro. The Company and HTC have also agreed to each fund up to 50% of Heuro’s operating budget as agreed upon by a joint steering committee not to exceed CAD$1.0 million each. The parties have also agreed to share in the net profits and losses of Heuro on a 50/50 basis. The term of this agreement is the earlier of September 2023 or the formal adoption of a clinical expansion plan. For the three months ended March 31, 2019, the Company recorded CAD$0.2 million in expenses for its share of the estimated costs incurred by Heuro which was recorded as selling, general and administrative expenses and an additional CAD$65,000 in cost of sales for services rendered in the Company’s condensed consolidated statements of operations and comprehensive income (loss). |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | 7. VARIABLE INTEREST ENTITIES ASC 810 • 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. 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 6(f)). As of March 31, 2019, 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 arise from a profit-sharing arrangement with Heuro. In determining whether the Company is the primary beneficiary and whether the Company has 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 have the potential to be economically significant. Following the guidance in ASC 810, although the Company has the obligation to absorb losses as of March 31, 2019, the Company concluded that it is not the primary beneficiary, as it does not have the power to direct the activities that most significantly affect 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, as of March 31, 2019, the Company did not consolidate Heuro in its condensed consolidated financial statements. In addition, as of March 31, 2019, the Company had no carrying amounts for assets and approximately $0.1 million in liabilities relating to the variable interest in the VIE. The Company believes that its maximum exposure to loss as a result of its involvement with the VIE is limited to CAD$0.6 million, which is its remaining obligation to fund Heuro’s operating budget of up to CAD$1.0 million. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS During the three months ended March 31, 2019 and 2018, the Company paid approximately $10,000 and $3,000 respectively, in consulting fees to a director of the Company. In 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. Montel Media is owned by Montel Williams, who beneficially owns greater than 5% of the Company’s common stock. Under the agreement, Montel Media received $15,000 per month. During the first quarter of 2018, the Company terminated its agreement with Montel Media. The Company paid Montel Media $45,000 during the three months ended March 31, 2018. For the three months ended March 31, 2018, a benefit of $0.2 million was included in the change in fair value of derivative financial instruments as the fair value of stock-based compensation attributed to the options granted to a director for consulting services rendered with respect to the design and development of the PoNS device. With the adoption of ASC 2018-07 during the third quarter of 2018, all non-employee stock-based compensation are no longer recorded as derivative financial instruments. The Company’s Chief Medical Officer was a founding member of Clinvue LLC, (“Clinvue”), a company that provides regulatory advisory services to the Company. For the three months ended March 31, 2018, the Company made a $0.1 million payment to Clinvue for consulting services. The Company made no payment to Clinvue for the three months ended March 31, 2019, as Clinvue ceased operation during the fourth quarter of 2018. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern Uncertainty | Going Concern Uncertainty As of March 31, 2019, the Company had cash of $18.7 million. For the three months ended March 31, 2019, the Company had an operating loss of $6.8 million and as of March 31, 2019, its accumulated deficit was $93.7 million. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. The Company intends to fund ongoing activities by utilizing its current cash on hand, cash received from the sale of its PoNS device in Canada and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s reporting currency is the U.S. Dollar (USD$”). |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. 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 valuation of receivables, fair value-pricing model for stock-based compensation, operating lease liability 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 , |
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 rate of return. |
Accounts Receivables | Accounts Receivable Accounts receivables are stated at their net realizable value. As of each of March 31, 2019 and December 31, 2018, the Company’s accounts receivable were comprised of amounts owed related to license revenue of approximately $0.5 million recognized in 2018 resulting from the Company’s strategic alliance agreement with Health Tech Connex Inc, (“HTC”), and Heuro Canada, Inc., (“Heuro”), of which $0.3 million was classified as a non-current receivable. As of March 31, 2019, accounts receivable included revenue from product sales of approximately $0.6 million. |
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. No inventory write-offs were recorded during the three months ended March 31, 2019. As of March 31, 2019, and December 31, 2018, inventory consisted of the following (amounts in thousands) As of As of March 31, 2019 December 31, 2018 Raw materials $ 513 $ 392 Work-in-process 73 — Finished goods 145 — Total $ 731 $ 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 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 March 31, 2019 and December 31, 2018 (amounts in thousands). As of As of March 31, 2019 December 31, 2018 Leasehold improvement $ 182 $ 182 Furniture and fixtures 248 185 Equipment 219 219 Computer software and hardware 142 44 Property and equipment 791 630 Less accumulated depreciation (98 ) (76 ) Property and equipment, net $ 693 $ 554 |
Leases | Leases On January 1, 2019, the Company adopted ASU No. 2016-02, Leases 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. As of March 31, 2019, the Company had only one operating lease, which was for its headquarters office in Newtown, Pennsylvania upon the adoption date. As of March 31, 2019, the Company has not entered into any additional lease arrangements. |
Foreign Currency | 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 its functional currency and determined that, as of April 1, 2018, its functional currency had changed from the CAD$ to the USD$ based on management's analysis of changes in the primary economic environment in which the Company operates. The change in functional currency was accounted for prospectively from April 1, 2018 and financial statements prior to and including the period ended March 31, 2018 were not restated for the change in functional currency. 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 assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after April 1, 2018 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the condensed consolidated statement of operations and comprehensive income (loss) as foreign exchange gain (loss). The functional currency of HMC, the Company’s Canadian subsidiary, 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 income (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 income (loss), within the condensed consolidated statements of operations and comprehensive income (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. The Company accounts for the granting of stock options to employees and non-employees using the fair value method whereby all awards are measured at fair value on the date of the grant. The fair value of all employee-related stock options is expensed over the requisite service period with a corresponding increase to additional paid-in capital. Upon exercise of stock options, the consideration paid by the option holder, together with the amount previously recognized in additional paid-in capital is recorded as an increase to common stock, while the par value of the shares received is reclassified from additional paid in capital. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service conditions. Prior to the adoption of ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), 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. 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. Liability-classified options are re-measured to their fair values at the end of each reporting date with changes in the fair value recognized in stock-based compensation expense or additional paid-in capital until settlement or cancellation. Under FASB’s ASC 718, Compensation – Stock Compensation In June 2018, the Company’s Board of Directors approved, subject to the consent of the holders of such options the modification of outstanding stock options with exercise prices denominated in CAD$ to convert the exercise prices of such options to USD$ based on the prevailing USD$/CAD$ exchange rates on the dates of the grants for such modified stock options. During the third quarter of 2018, employee and non-employee option holders owning stock options representing an aggregate of 2,741,146 shares of common stock consented to the modification. Employee stock options with a fair value of $10.3 million on August 8, 2018, which were previously classified as stock-based compensation liabilities, were reclassified to equity during the third quarter of 2018. Following these reclassifications, the Company no longer has any liability-classified stock options. |
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 Product sales are derived from the sale of the PoNS device and support services including services from the use of the neurocatch device, which assesses brain vital signs of each patient participating in the PoNS Treatment at two Canadian neuroplasticity clinics with which the Company has executed supply agreements. The neurocatch device is owned by HTC, and the Company remits CAD$600 for each patient treated with the PoNS device. According to the supply agreement with each of these two clinics the Company’s performance obligation is met when it delivers the PoNS device to the clinic’s facility and the clinic takes title of the PoNS device upon acceptance. In addition, the Company acts in an agency capacity for services performed using the neurocatch device. Further, according to the strategic alliance agreement, the Company shares 50/50 with Heuro in fees from support services excluding the CAD$600 payment for the neurocatch device. For the three months ended March 31, 2019, the Company recorded $0.7 million in product sales net of $25,000 for HTC’s portion related to services performed using the neurocatch device. As of March 31, 2019, the Company had recorded $0.7 million in current receivables and had no contract assets or liabilities on its condensed consolidated balance sheet related to these supply agreements. As of March 31, 2019 and December 31, 2018, the Company had recorded $0.2 million and $0.3 million in current and non-current receivables, respectively, and had no contract assets or liabilities on its condensed consolidated balance sheets related to license revenue related to an exclusive strategic alliance agreement with HTC and Heuro. |
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. |
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. 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. |
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 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 | 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 lease liability, operating lease ROU asset and non-current receivables approximate their fair values due to the immediate or short-term nature of these instruments. 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 March 31, 2019 and 2018 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. Fair Value Level 1 Level 2 Level 3 March 31, 2019 Liabilities: Derivative financial instruments $ 5,743 — — $ 5,743 December 31, 2018 Liabilities: Derivative financial instruments $ 13,769 — — $ 13,769 There were no transfers between any levels for any of the periods presented. |
Basic and Diluted Income (Loss) per Share | 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 stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period, unless including the effects of these potentially dilutive securities would be anti-dilutive. Three Months Ended March 31, 2019 2018 Basic Numerator: Net income (loss) $ 1,324 $ (1,165 ) Denominator: Weighted average common shares outstanding - basic 25,832,190 20,334,929 Basic net income (loss) per share $ 0.05 $ (0.06 ) Diluted Numerator: Net income (loss), basic $ 1,324 $ (1,165 ) Effect of dilutive securities: change in fair value of derivative financial instruments (2,809 ) (434 ) Net loss, diluted $ (1,485 ) $ (1,599 ) Denominator: Weighted average common shares outstanding - basic 25,832,190 20,334,929 Potential common share issuances: Incremental dilutive shares from options and warrants (treasury stock method) 953,518 125,727 Weighted average common shares outstanding - diluted 26,785,708 20,460,656 Diluted net loss per share $ (0.06 ) $ (0.08 ) 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 three months ended March 31, 2018 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock. For the Three Months Ended March 31, 2019 March 31, 2018 Stock options outstanding 1,799,795 2,208,646 Warrants outstanding 3,043,605 1,818,439 Restricted stock units — 1,928 Total 4,843,400 4,029,013 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 This ASU is effective for interim and annual reporting periods beginning after |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | As of March 31, 2019, and December 31, 2018, inventory consisted of the following (amounts in thousands) As of As of March 31, 2019 December 31, 2018 Raw materials $ 513 $ 392 Work-in-process 73 — Finished goods 145 — Total $ 731 $ 392 |
Summary of Property and Equipment | The following tables summarizes the Company’s property and equipment as of March 31, 2019 and December 31, 2018 (amounts in thousands). As of As of March 31, 2019 December 31, 2018 Leasehold improvement $ 182 $ 182 Furniture and fixtures 248 185 Equipment 219 219 Computer software and hardware 142 44 Property and equipment 791 630 Less accumulated depreciation (98 ) (76 ) Property and equipment, net $ 693 $ 554 |
Summary of Derivative Financial Instruments | Fair Value Level 1 Level 2 Level 3 March 31, 2019 Liabilities: Derivative financial instruments $ 5,743 — — $ 5,743 December 31, 2018 Liabilities: Derivative financial instruments $ 13,769 — — $ 13,769 |
Summary of Basic and Diluted Loss per Share | Three Months Ended March 31, 2019 2018 Basic Numerator: Net income (loss) $ 1,324 $ (1,165 ) Denominator: Weighted average common shares outstanding - basic 25,832,190 20,334,929 Basic net income (loss) per share $ 0.05 $ (0.06 ) Diluted Numerator: Net income (loss), basic $ 1,324 $ (1,165 ) Effect of dilutive securities: change in fair value of derivative financial instruments (2,809 ) (434 ) Net loss, diluted $ (1,485 ) $ (1,599 ) Denominator: Weighted average common shares outstanding - basic 25,832,190 20,334,929 Potential common share issuances: Incremental dilutive shares from options and warrants (treasury stock method) 953,518 125,727 Weighted average common shares outstanding - diluted 26,785,708 20,460,656 Diluted net loss per share $ (0.06 ) $ (0.08 ) |
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 three months ended March 31, 2018 and because the exercise price of certain of these outstanding securities was greater than the average closing price of the Company’s common stock. For the Three Months Ended March 31, 2019 March 31, 2018 Stock options outstanding 1,799,795 2,208,646 Warrants outstanding 3,043,605 1,818,439 Restricted stock units — 1,928 Total 4,843,400 4,029,013 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | March 31, 2019 December 31, 2018 Stock price CAD$ 8.95 CAD$ 12.80 Exercise price CAD$ 10.91 CAD$ 10.89 Warrant term 1.47 years 1.71 years Expected volatility 66.13 % 75.31 % Risk-free interest rate 1.59 % 1.80 % Dividend rate 0.00 % 0.00 % |
Activities of Warrants that Company Accounted for as Liabilities and Recorded as Derivative Financial Instruments | Three Months Ended March 31, 2019 2018 Fair value of warrants at beginning of period $ 13,769 $ 6,941 Exercise of warrants (25 ) (2,509 ) Foreign exchange loss 288 — Change in fair value of warrants during the period (8,289 ) (1,954 ) Fair value of warrants at end of period $ 5,743 $ 2,478 |
Summary of Warrant Activity | Number of Warrants (by currency denomination of exercise price) Weighted Average Exercise Price CAD$ USD$ CAD$ USD$ Outstanding as of December 31, 2018 3,352,984 651,320 $ 10.89 $ 12.24 Exercised (16,320 ) — 7.50 — Outstanding as of March 31, 2019 3,336,664 651,320 $ 10.91 $ 12.24 |
Warrants Outstanding and Exercisable | The following table summarizes the Company’s warrants outstanding and exercisable as of March 31, 2019: Number of Warrants Outstanding Exercise Price Expiration Date 3,795 USD$10.75 June 26, 2020 1,509 USD$10.75 July 17, 2020 944,379 CAD$7.50 April 18, 2019 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 3,987,984 |
April 2016 Offering | |
Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants | March 31, 2019 December 31, 2018 Grant Date Stock price CAD$8.95 CAD$12.80 CAD$5.45 Exercise price CAD$7.50 CAD$7.50 CAD$7.50 Warrant term 0.05 years 0.30 years 3.0 years Expected volatility 58.52 % 83.56 % 83.83 % Risk-free interest rate 1.68 % 1.64 % 0.60 % Dividend rate 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 at March 31, 2019. March 31, 2019 April 24, 2018 April 13, 2018 Stock price CAD $8.95 CAD $10.76 CAD $9.85 Exercise price CAD $12.25 CAD $12.25 CAD $12.25 Warrant term 2.0 years 3.0 years 3.0 years Expected volatility 69.14 % 64.49 % 64.20 % Risk-free interest rate 1.55 % 2.02 % 1.99 % Dividend rate 0.00 % 0.00 % 0.00 % |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Company's Stock Option Activity | Weighted Aggregate Number of Average Intrinsic Value Stock Options Exercise Price (in thousands) Outstanding as of December 31, 2018 3,308,049 $ 7.14 $ 8,308 Granted 640,158 6.93 — Forfeited/Cancelled (54,108 ) 10.16 — Outstanding as of March 31, 2019 3,894,099 $ 7.06 $ 3,890 Exercisable as of March 31, 2019 1,960,235 $ 2.82 $ 3,890 |
Summary of Stock-Based Compensation Expense is Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss | Three Months Ended March 31, 2019 2018 Research and development $ 195 $ 99 Cost of sales 3 — Selling, general and administrative 637 288 Total $ 835 $ 387 |
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 March 31, 2019: Options Outstanding Remaining Number of Number of Contractual Life Exercise Fair Value Grant Date Options Options Outstanding Expiration Date (In Years) Price Post Modification (1) Fair Value Exercisable 360,000 June 18, 2019 0.22 $ 2.77 $ 6.62 $ — 360,000 80,000 June 18, 2019 0.22 $ 2.77 $ 6.62 $ — 80,000 20,000 December 8, 2019 0.69 $ 12.72 $ 2.18 $ — 20,000 80,000 December 8, 2019 0.69 $ 12.72 $ 2.18 $ — 80,000 20,000 March 16, 2020 0.96 $ 12.52 $ 2.43 $ — 20,000 150,000 October 21, 2020 1.56 $ 3.20 $ 6.57 $ — 150,000 20,000 December 31, 2020 1.75 $ 4.48 $ 5.86 $ — 20,000 595,000 July 13, 2020 1.29 $ 5.35 $ 5.18 $ — 595,000 20,000 August 8, 2020 1.36 $ 4.98 $ 5.42 $ — 20,000 617,000 April 17, 2027 8.04 $ 8.13 $ 7.54 $ — 154,250 6,146 May 18, 2027 8.13 $ 7.35 $ 4.75 $ — 4,610 10,000 May 18, 2027 8.13 $ 7.35 $ 7.65 $ — 2,500 30,000 August 8, 2027 8.35 $ 10.38 $ 7.38 $ — 7,500 20,000 April 9, 2028 9.02 $ 9.03 $ 8.01 $ — — 337,500 May 15, 2028 9.12 $ 10.99 $ 7.89 $ — 121,875 150,000 July 9, 2028 9.27 $ 9.69 $ — $ 6.83 — 73,295 August 22, 2028 9.39 $ 10.23 $ — $ 7.21 — 11,500 September 4, 2028 9.43 $ 10.19 $ — $ 7.19 — 50,000 September 10, 2028 9.44 $ 10.34 $ — $ 7.30 — 50,000 September 24, 2028 9.48 $ 9.71 $ — $ 6.79 — 1,500 October 8, 2028 9.52 $ 8.25 $ — $ 5.84 — 75,000 October 15, 2028 9.54 $ 8.75 $ — $ 6.19 — 50,000 October 22, 2028 9.56 $ 10.16 $ — $ 7.20 — 10,000 October 29, 2028 9.58 $ 9.71 $ — $ 6.87 — 20,000 November 19, 2028 9.63 $ 8.00 $ — $ 5.66 — 20,000 December 3, 2028 9.67 $ 8.66 $ — $ 6.13 — 15,000 December 17, 2028 9.71 $ 9.42 $ — $ 6.66 — 10,000 January 7, 2029 9.77 $ 9.10 $ — $ 6.30 — 50,000 January 14, 2029 9.79 $ 8.19 $ — $ 5.67 — 9,000 January 22, 2029 9.81 $ 7.65 $ — $ 5.30 — 7,500 February 4, 2029 9.84 $ 7.26 $ — $ 5.03 — 3,100 March 18, 2029 9.96 $ 6.85 $ — $ 4.73 — 560,558 March 28, 2029 9.99 $ 6.76 $ — $ 4.62 — 3,532,099 1,635,735 (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 fair value of employee and director stock options for the three months ended March 31, 2019 had a weighted average grant date fair value of $4.71 per option and they were estimated using the Black-Scholes option pricing model using the following weighted average assumptions: March 31, 2019 Stock price $ 6.93 Exercise price $ 6.93 Expected term 6.09 years Expected volatility 76.90 % Risk-free interest rate 2.28 % Dividend rate 0.00 % |
Non-employee Stock Options | |
Summary of Stock Options Outstanding and Exercisable | As of March 31, 2019 and December 31, 2018, all non-employee stock options are accounted for as equity instruments. The following table summarizes stock options outstanding and exercisable by non-employees as of March 31, 2019: Options Outstanding Remaining Number of Number of Contractual Life Exercise Fair Value Grant Date Options Options Outstanding Expiration Date (In Years) Price Post Modification 1 Fair Value Exercisable 80,000 June 18, 2019 0.22 $ 2.77 $ 6.62 80,000 30,000 December 8, 2019 0.69 $ 12.72 $ 2.18 30,000 72,000 October 3, 2020 1.51 $ 5.15 $ 5.35 72,000 110,000 October 28, 2020 1.58 $ 3.18 $ 6.59 110,000 20,000 May 18, 2027 8.13 $ 7.35 $ 7.65 5,000 15,000 August 8, 2027 8.35 $ 10.38 $ 7.38 3,750 15,000 November 6, 2027 8.60 $ 16.20 $ 6.98 3,750 15,000 August 22, 2028 9.39 $ 10.23 $ 8.87 15,000 357,000 319,500 (1) Reflects fair value of modified stock options on August 8, 2018. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (amounts in thousands): As of March 31, 2019 December 31, 2018 Employees benefits $ 483 $ 876 Professional services 403 518 Legal fees 350 253 Due to HTC/Heuro 73 — Royalty fees 27 — Franchise fee 175 — Rent — 98 Severance — 66 Other 7 1 $ 1,518 $ 1,812 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Information Including future Minimum Lease Payments under Non-Cancellable Lease | The following table summarizes the Company’s operating lease information including future minimum lease payments under a non-cancellable lease as of March 31, 2019 (amounts in thousands). For the Three Months Ended March 31, 2019 Operating lease cost $ 58 Operating lease - operating cash flows $ 61 Weighted average remaining lease term 3.83 years Weighted average discount rate 15.1 % Future minimum lease payments under non-cancellable lease as of March 31, 2019 were as follows: For the Period Ending December 31, 2019 (remaining nine months) $ 186 2020 253 2021 260 2022 267 2023 10 Total future minimum lease payments 976 Less imputed interest (231 ) Total liability $ 745 Reported as of March 31, 2019 Current operating lease liability 148 Non-current operating lease liability 597 Total $ 745 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 22, 2018 | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Date of incorporation | Mar. 13, 2014 | |||
Class A common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Reverse stock split | 1-for-5 | |||
Reverse stock split, conversion ratio | 0.05 | |||
Cash | $ 18,656 | $ 25,583 | ||
Operating loss | 6,821 | $ 4,717 | ||
Accumulated deficit | $ 93,668 | $ 94,992 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | Aug. 08, 2018USD ($) | Mar. 31, 2019USD ($)LeaseClinicSegmentshares | Mar. 31, 2019CAD ($)Segment | Mar. 31, 2018 | Dec. 31, 2018USD ($)shares | Sep. 30, 2018shares |
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Revenue | $ 677,000 | |||||
Type of Revenue [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | |||
Non-current receivables | $ 306,000 | $ 294,000 | ||||
Accounts receivable | 910,000 | $ 177,000 | ||||
Inventory write-offs | 0 | |||||
Operating lease ROU asset | 650,000 | |||||
Operating lease liabilities | $ 745,000 | |||||
Leases, initial term | 12 months | |||||
Number of operating lease | Lease | 1 | |||||
Operating lease ROU asset amortization | $ 30,000 | |||||
Number of stock options outstanding | shares | 3,894,099 | 3,308,049 | ||||
Modified employee stock options outstanding fair value | $ 10,300,000 | |||||
Reclassification of stock based compensation liability classified stock options | $ 0 | |||||
Number of operating segment | Segment | 1 | 1 | ||||
Number of reportable segment | Segment | 1 | 1 | ||||
HealthTech Connex, Inc. | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Number of canadian neuroplasticity clinics | Clinic | 2 | |||||
Employee and Non-employee Stock Options | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Number of stock options outstanding | shares | 2,741,146 | |||||
Minimum | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Effective income tax rate | 50.00% | 50.00% | ||||
Leasehold Improvements | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life | 5 years | 5 years | ||||
Furniture and Fixtures | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life | 7 years | 7 years | ||||
Equipment | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life | 15 years | 15 years | ||||
Computer Software and Hardware | Minimum | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life | 3 years | 3 years | ||||
Computer Software and Hardware | Maximum | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life | 5 years | 5 years | ||||
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 | ||||
Current receivables | 700,000 | |||||
Contract assets | 0 | 0 | ||||
Contract liabilities | 0 | 0 | ||||
Revenue from Product Sales | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Accounts receivable | 600,000 | |||||
License Fees | Strategic Alliance Agreement | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Revenue | 500,000 | $ 500,000 | ||||
Neurocatch Device | HealthTech Connex, Inc. | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Cost of goods sold per device | $ 600 | |||||
Neurocatch Device | Strategic Alliance Agreement | HealthTech Connex, Inc. | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Revenue | 700,000 | |||||
Services Performed Using Neurocatch Device | Strategic Alliance Agreement | HealthTech Connex, Inc. | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Revenue | $ 25,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Raw materials | $ 513 | $ 392 |
Work-in-process | 73 | |
Finished goods | 145 | |
Total | $ 731 | $ 392 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 791 | $ 630 |
Less accumulated depreciation | (98) | (76) |
Property and equipment, net | 693 | 554 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 182 | 182 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 248 | 185 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 219 | 219 |
Computer Software and Hardware | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 142 | $ 44 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Derivative Financial Instruments (Details) - Fair Value, Measurements, Recurring - Black Scholes Model - Derivative Financial Instruments - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Fair value, liabilities | $ 5,743 | $ 13,769 |
Level 3 | ||
Liabilities: | ||
Fair value, liabilities | $ 5,743 | $ 13,769 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Basic and Diluted Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income (loss) | $ 1,324 | $ (1,165) |
Denominator: | ||
Weighted average common shares outstanding - basic | 25,832,190 | 20,334,929 |
Basic net income (loss) per share | $ 0.05 | $ (0.06) |
Numerator: | ||
Net income (loss), basic | $ 1,324 | $ (1,165) |
Effect of dilutive securities: change in fair value of derivative financial instruments | (2,809) | (434) |
Net loss, diluted | $ (1,485) | $ (1,599) |
Denominator: | ||
Weighted average common shares outstanding - basic | 25,832,190 | 20,334,929 |
Potential common share issuances: | ||
Incremental dilutive shares from options and warrants (treasury stock method) | 953,518 | 125,727 |
Weighted average common shares outstanding - diluted | 26,785,708 | 20,460,656 |
Diluted net loss per share | $ (0.06) | $ (0.08) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Outstanding Securities Excluded from Computation of Diluted Weighted Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 4,843,400 | 4,029,013 |
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 | 1,799,795 | 2,208,646 |
Warrants Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 3,043,605 | 1,818,439 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 1,928 |
Common Stock and Warrants - Add
Common Stock and Warrants - Additional Information (Details) $ / shares in Units, $ / shares in Units, $ in Millions | Mar. 31, 2019CAD ($)shares | Nov. 30, 2018USD ($)$ / sharesshares | Nov. 19, 2018USD ($)$ / sharesshares | Apr. 24, 2018USD ($)$ / sharesshares | Apr. 24, 2018USD ($)$ / shares | Apr. 13, 2018USD ($)$ / sharesshares | Dec. 29, 2017USD ($)shares | Dec. 28, 2017USD ($)shares | Dec. 22, 2017USD ($)shares | Apr. 18, 2016USD ($)shares | Apr. 18, 2016$ / sharesshares | Dec. 31, 2017USD ($)Tranche$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018$ / sharesshares | Apr. 13, 2018$ / sharesshares |
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | shares | 150,000,000 | 150,000,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Common share, voting rights | one vote per share | |||||||||||||||
Common share, dividends declared | $ 0 | |||||||||||||||
Share issuance cost and commission paid | $ 52,000 | $ 73,000 | ||||||||||||||
Warrants outstanding | shares | 3,987,984 | |||||||||||||||
Class of warrants exercised | shares | 70,900 | |||||||||||||||
Proceeds received from exercise of outstanding warrants | $ 0.9 | |||||||||||||||
Warrants Expiration Date, April 18, 2019 | ||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 12.25 | |||||||||||||||
Warrants expiration date | Dec. 28, 2020 | |||||||||||||||
Warrants outstanding | shares | 171,020 | |||||||||||||||
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 | |||||||||||||||
Number of common share converted by each warrant | shares | 1 | |||||||||||||||
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 | |||||||||||||||
Warrants outstanding | shares | 944,379 | |||||||||||||||
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 of the Company (a “Common Share’) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). | |||||||||||||||
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. | |||||||||||||||
Number of common share converted by each warrant | shares | 1 | |||||||||||||||
Share issuance cost and commission paid | $ 100,000 | |||||||||||||||
Options exercise price per unit | $ / shares | $ 12.25 | |||||||||||||||
Offering expiration period | 36 months | |||||||||||||||
Number of tranches | Tranche | 3 | |||||||||||||||
Number of shares issued in transaction | shares | 646,016 | |||||||||||||||
December 2017 Financing | Tranche One | ||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||||
Proceeds from issuance of units | $ 2,600,000 | |||||||||||||||
Number of shares issued in transaction | shares | 270,915 | |||||||||||||||
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] | ||||||||||||||||
Price per share | $ / shares | $ 7.47 | |||||||||||||||
Warrant exercisable price per share | $ / shares | $ 12.25 | |||||||||||||||
Warrants expiration date | Apr. 10, 2021 | |||||||||||||||
Number of common share converted by each warrant | shares | 1 | 1 | ||||||||||||||
Warrants to purchase number of common stock, shares | shares | 2,141,900 | 2,141,900 | ||||||||||||||
Gross proceeds from issuance of common stock | $ 16,000,000 | |||||||||||||||
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 | |||||||||||||||
Fair value of warrants at issuance | $ 7,400,000 | |||||||||||||||
April 2018 Offering | Common Stock | ||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||||
Issuance of common stock in public offering | shares | 2,141,900 | |||||||||||||||
Over-Allotment Option | ||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||||
Price per share | $ / shares | $ 8.25 | $ 7.47 | $ 7.47 | |||||||||||||
Gross proceeds from issuance of common stock | $ 2,600,000 | $ 2,400,000 | ||||||||||||||
Over-Allotment Option | Common Stock | ||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||||
Issuance of common stock in public offering | shares | 318,182 | 321,285 | ||||||||||||||
November 2018 Offering | ||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||||
Price per share | $ / shares | $ 8.25 | |||||||||||||||
Share issuance cost and commission paid | $ 100,000 | |||||||||||||||
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 | |||||||||||||||
November 2018 Offering | Common Stock | ||||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||||
Issuance of common stock in public offering | shares | 2,121,212 |
Common Stock and Warrants - Sum
Common Stock and Warrants - Summary of Weighted Average Assumptions Used in Estimating Fair Value of Warrants (Details) | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares | Apr. 24, 2018$ / shares | Apr. 13, 2018$ / shares | Apr. 18, 2016$ / shares |
April 2016 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Exercise price | $ 7.50 | ||||
April 2018 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Exercise price | $ 12.25 | ||||
Warrants Granted | April 2016 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Stock price | $ 12.65 | $ 12.87 | 5.45 | ||
Exercise price | $ 7.50 | $ 7.50 | $ 7.50 | ||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | ||
Warrants Granted | April 2018 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Stock price | $ 8.95 | $ 10.76 | 9.85 | ||
Exercise price | $ 12.25 | $ 12.25 | $ 12.25 | ||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | ||
Warrants | Derivative Financial Instruments Liabilities | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Stock price | $ 8.95 | $ 12.80 | |||
Exercise price | $ 10.91 | $ 10.89 | |||
Warrants and Rights Outstanding, Type [Extensible List] | hsdt:BlackScholesOptionPricingModelMember | hsdt:BlackScholesOptionPricingModelMember | |||
Warrant Term | Warrants Granted | April 2016 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Weighted average assumptions, term | 18 days | 3 months 18 days | 3 years | ||
Warrant Term | Warrants Granted | April 2018 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Weighted average assumptions, term | 2 years | 3 years | 3 years | ||
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 | 1 year 5 months 19 days | 1 year 8 months 15 days | |||
Expected Volatility | Warrants Granted | April 2016 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Weighted average assumptions, measurement input | 58.52 | 83.56 | 83.83 | ||
Expected Volatility | Warrants Granted | April 2018 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Weighted average assumptions, measurement input | 69.14 | 64.49 | 64.20 | ||
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 | 66.13 | 75.31 | |||
Risk-Free Interest Rate | Warrants Granted | April 2016 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Weighted average assumptions, measurement input | 1.68 | 1.64 | 0.60 | ||
Risk-Free Interest Rate | Warrants Granted | April 2018 Offering | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Weighted average assumptions, measurement input | 1.55 | 2.02 | 1.99 | ||
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 | 1.59 | 1.80 | |||
Dividend Rate | Warrants Granted | April 2016 Offering | |||||
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 | Warrants Granted | April 2018 Offering | |||||
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 | 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 |
Common Stock and Warrants - Act
Common Stock and Warrants - Activities of Warrants that Company Accounted for as Liabilities and Recorded as Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair value of warrants at beginning of period | $ 13,769 | $ 6,941 |
Exercise of warrants | (25) | (2,509) |
Foreign exchange loss | 288 | |
Change in fair value of warrants during the period | (8,289) | (1,954) |
Fair value of warrants at end of period | $ 5,743 | $ 2,478 |
Common Stock and Warrants - S_2
Common Stock and Warrants - Summary of Warrant Activity (Details) | Mar. 31, 2019$ / sharesshares | Mar. 31, 2019$ / sharesshares | Mar. 31, 2019$ / sharesshares | Mar. 31, 2019$ / sharesshares |
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants, Exercised | (70,900) | (70,900) | ||
Number of Warrants, Outstanding | 3,987,984 | 3,987,984 | 3,987,984 | 3,987,984 |
CAD | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants, Outstanding | 3,352,984 | 3,352,984 | ||
Number of Warrants, Exercised | (16,320) | (16,320) | ||
Number of Warrants, Outstanding | 3,336,664 | 3,336,664 | 3,336,664 | 3,336,664 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 10.89 | |||
Weighted Average Exercise Price, Exercised | $ / shares | 7.50 | |||
Weighted Average Exercise Price, Outstanding | $ / shares | $ 10.91 | $ 10.91 | ||
USD | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants, Outstanding | 651,320 | 651,320 | ||
Number of Warrants, Outstanding | 651,320 | 651,320 | 651,320 | 651,320 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 12.24 | |||
Weighted Average Exercise Price, Outstanding | $ / shares | $ 12.24 | $ 12.24 |
Common Stock and Warrants - War
Common Stock and Warrants - Warrants Outstanding and Exercisable (Details) | 3 Months Ended | |
Mar. 31, 2019$ / sharesshares | Mar. 31, 2019$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 3,987,984 | 3,987,984 |
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, April 18, 2019 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 944,379 | 944,379 |
Exercise price | $ / shares | $ 7.50 | |
Expiration Date | Apr. 18, 2019 | |
Warrants Expiration Date, December 22, 2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 270,915 | 270,915 |
Exercise price | $ / shares | $ 12.25 | |
Expiration Date | Dec. 22, 2020 | |
Warrants Expiration Date, December 28, 2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 171,020 | 171,020 |
Exercise price | $ / shares | $ 12.25 | |
Expiration Date | Dec. 28, 2020 | |
Warrants Expiration Date, December 29, 2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 204,081 | 204,081 |
Exercise price | $ / shares | $ 12.25 | |
Expiration Date | Dec. 29, 2020 | |
Warrants Expiration Date, April 10, 2021 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding | 2,392,285 | 2,392,285 |
Exercise price | $ / shares | $ 12.25 | |
Expiration Date | Apr. 10, 2021 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019$ / shares | May 15, 2018shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares available for issuance | 3,000,000 | ||
Number of stock option issued | 640,158 | ||
Grant Date Fair Value | $ / shares | $ 4.71 | ||
Employee and Director Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of stock option issued | 640,158 | ||
Unrecognized compensation cost related to non-vested stock options outstanding | $ | $ 10.1 | ||
Weighted-average remaining vesting period | 3 years | ||
Consultants | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of stock option issued | 0 | ||
Non-employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of stock option issued | 0 | ||
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 | $ | $ 0.1 | ||
Weighted-average remaining vesting period | 2 years 3 months 18 days | ||
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Oustanding shares | 964 | ||
Weighted average granted date fair value | $ / shares | $ 10 | ||
Vested RSUs | 0 | ||
Issuance of shares of common stock in settlement of vested RSUs | 0 | ||
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 remaining available for grant | 4,189,661 | ||
2016 Omnibus Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares available for issuance | 2,356,114 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Company's Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Stock Options, Beginning balance outstanding | shares | 3,308,049 |
Number of Stock Options, Granted | shares | 640,158 |
Number of Stock Options Forfeited/Cancelled | shares | (54,108) |
Number of Stock Options, Ending balance outstanding | shares | 3,894,099 |
Number of Stock Options, Exercisable | shares | 1,960,235 |
Weighted Average Exercise Price, Beginning balance outstanding | $ / shares | $ 7.14 |
Weighted Average Exercise Price, Granted | $ / shares | 6.93 |
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares | 10.16 |
Weighted Average Exercise Price, Ending balance outstanding | $ / shares | 7.06 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.82 |
Aggregate Intrinsic Value, Beginning balance outstanding | $ | $ 8,308 |
Aggregate Intrinsic Value, Ending balance outstanding | $ | 3,890 |
Aggregate Intrinsic Value, Exercisable | $ | $ 3,890 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of Stock Options Outstanding and Exercisable (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 3,894,099 | 3,308,049 |
Exercise Price | $ 7.06 | $ 7.14 |
Grant Date Fair Value | $ 4.71 | |
Number of Options Exercisable | 1,960,235 | |
Employee and Director Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 3,532,099 | |
Number of Options Exercisable | 1,635,735 | |
Employee and Director Stock Options | Option One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 360,000 | |
Expiration Date | Jun. 18, 2019 | |
Options Outstanding Remaining Contractual Life (In Years) | 2 months 19 days | |
Exercise Price | $ 2.77 | |
Fair Value Post Modification | $ 6.62 | |
Number of Options Exercisable | 360,000 | |
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 | Jun. 18, 2019 | |
Options Outstanding Remaining Contractual Life (In Years) | 2 months 19 days | |
Exercise Price | $ 2.77 | |
Fair Value Post Modification | $ 6.62 | |
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 | Dec. 8, 2019 | |
Options Outstanding Remaining Contractual Life (In Years) | 8 months 8 days | |
Exercise Price | $ 12.72 | |
Fair Value Post Modification | $ 2.18 | |
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 | 80,000 | |
Expiration Date | Dec. 8, 2019 | |
Options Outstanding Remaining Contractual Life (In Years) | 8 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 Five | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 20,000 | |
Expiration Date | Mar. 16, 2020 | |
Options Outstanding Remaining Contractual Life (In Years) | 11 months 15 days | |
Exercise Price | $ 12.52 | |
Fair Value Post Modification | $ 2.43 | |
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 | 150,000 | |
Expiration Date | Oct. 21, 2020 | |
Options Outstanding Remaining Contractual Life (In Years) | 1 year 6 months 21 days | |
Exercise Price | $ 3.20 | |
Fair Value Post Modification | $ 6.57 | |
Number of Options Exercisable | 150,000 | |
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 | Dec. 31, 2020 | |
Options Outstanding Remaining Contractual Life (In Years) | 1 year 9 months | |
Exercise Price | $ 4.48 | |
Fair Value Post Modification | $ 5.86 | |
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 | 595,000 | |
Expiration Date | Jul. 13, 2020 | |
Options Outstanding Remaining Contractual Life (In Years) | 1 year 3 months 14 days | |
Exercise Price | $ 5.35 | |
Fair Value Post Modification | $ 5.18 | |
Number of Options Exercisable | 595,000 | |
Employee and Director Stock Options | Option Nine | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 20,000 | |
Expiration Date | Aug. 8, 2020 | |
Options Outstanding Remaining Contractual Life (In Years) | 1 year 4 months 9 days | |
Exercise Price | $ 4.98 | |
Fair Value Post Modification | $ 5.42 | |
Number of Options Exercisable | 20,000 | |
Employee and Director Stock Options | Option Ten | ||
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) | 8 years 14 days | |
Exercise Price | $ 8.13 | |
Fair Value Post Modification | $ 7.54 | |
Number of Options Exercisable | 154,250 | |
Employee and Director Stock Options | Option Eleven | ||
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) | 8 years 1 month 17 days | |
Exercise Price | $ 7.35 | |
Fair Value Post Modification | $ 4.75 | |
Number of Options Exercisable | 4,610 | |
Employee and Director Stock Options | Option Twelve | ||
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) | 8 years 1 month 17 days | |
Exercise Price | $ 7.35 | |
Fair Value Post Modification | $ 7.65 | |
Number of Options Exercisable | 2,500 | |
Employee and Director Stock Options | Option Thirteen | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 30,000 | |
Expiration Date | Aug. 8, 2027 | |
Options Outstanding Remaining Contractual Life (In Years) | 8 years 4 months 6 days | |
Exercise Price | $ 10.38 | |
Fair Value Post Modification | $ 7.38 | |
Number of Options Exercisable | 7,500 | |
Employee and Director Stock Options | Option Fourteen | ||
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) | 9 years 7 days | |
Exercise Price | $ 9.03 | |
Fair Value Post Modification | $ 8.01 | |
Employee and Director Stock Options | Option Fifteen | ||
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) | 9 years 1 month 13 days | |
Exercise Price | $ 10.99 | |
Fair Value Post Modification | $ 7.89 | |
Number of Options Exercisable | 121,875 | |
Employee and Director Stock Options | Option Sixteen | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 150,000 | |
Expiration Date | Jul. 9, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 3 months 7 days | |
Exercise Price | $ 9.69 | |
Grant Date Fair Value | $ 6.83 | |
Employee and Director Stock Options | Options Seventeen | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 73,295 | |
Expiration Date | Aug. 22, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 4 months 20 days | |
Exercise Price | $ 10.23 | |
Grant Date Fair Value | $ 7.21 | |
Employee and Director Stock Options | Option Eighteen | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 11,500 | |
Expiration Date | Sep. 4, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 5 months 4 days | |
Exercise Price | $ 10.19 | |
Grant Date Fair Value | $ 7.19 | |
Employee and Director Stock Options | Option Nineteen | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 50,000 | |
Expiration Date | Sep. 10, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 5 months 8 days | |
Exercise Price | $ 10.34 | |
Grant Date Fair Value | $ 7.30 | |
Employee and Director Stock Options | Option Twenty | ||
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) | 9 years 5 months 23 days | |
Exercise Price | $ 9.71 | |
Grant Date Fair Value | $ 6.79 | |
Employee and Director Stock Options | Option Twenty One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 1,500 | |
Expiration Date | Oct. 8, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 6 months 7 days | |
Exercise Price | $ 8.25 | |
Grant Date Fair Value | $ 5.84 | |
Employee and Director Stock Options | Option Twenty Two | ||
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) | 9 years 6 months 14 days | |
Exercise Price | $ 8.75 | |
Grant Date Fair Value | $ 6.19 | |
Employee and Director Stock Options | Option Twenty Three | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 50,000 | |
Expiration Date | Oct. 22, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 6 months 21 days | |
Exercise Price | $ 10.16 | |
Grant Date Fair Value | $ 7.20 | |
Employee and Director Stock Options | Option Twenty Four | ||
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) | 9 years 6 months 29 days | |
Exercise Price | $ 9.71 | |
Grant Date Fair Value | $ 6.87 | |
Employee and Director Stock Options | Option Twenty Five | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 20,000 | |
Expiration Date | Nov. 19, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 7 months 17 days | |
Exercise Price | $ 8 | |
Grant Date Fair Value | $ 5.66 | |
Employee and Director Stock Options | Option Twenty Six | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 20,000 | |
Expiration Date | Dec. 3, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 8 months 1 day | |
Exercise Price | $ 8.66 | |
Grant Date Fair Value | $ 6.13 | |
Employee and Director Stock Options | Option Twenty Seven | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 15,000 | |
Expiration Date | Dec. 17, 2028 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 8 months 15 days | |
Exercise Price | $ 9.42 | |
Grant Date Fair Value | $ 6.66 | |
Employee and Director Stock Options | Option Twenty Eight | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 10,000 | |
Expiration Date | Jan. 7, 2029 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months 7 days | |
Exercise Price | $ 9.10 | |
Grant Date Fair Value | $ 6.30 | |
Employee and Director Stock Options | Option Twenty Nine | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 50,000 | |
Expiration Date | Jan. 14, 2029 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months 14 days | |
Exercise Price | $ 8.19 | |
Grant Date Fair Value | $ 5.67 | |
Employee and Director Stock Options | Option Thirty | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 9,000 | |
Expiration Date | Jan. 22, 2029 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 9 months 21 days | |
Exercise Price | $ 7.65 | |
Grant Date Fair Value | $ 5.30 | |
Employee and Director Stock Options | Option Thirty One | ||
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 10 months 2 days | |
Exercise Price | $ 7.26 | |
Grant Date Fair Value | $ 5.03 | |
Employee and Director Stock Options | Option Thirty Two | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 3,100 | |
Expiration Date | Mar. 18, 2029 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 11 months 15 days | |
Exercise Price | $ 6.85 | |
Grant Date Fair Value | $ 4.73 | |
Employee and Director Stock Options | Option Thirty Three | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 560,558 | |
Expiration Date | Mar. 28, 2029 | |
Options Outstanding Remaining Contractual Life (In Years) | 9 years 11 months 26 days | |
Exercise Price | $ 6.76 | |
Grant Date Fair Value | $ 4.62 | |
Non-employee Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 357,000 | |
Number of Options Exercisable | 319,500 | |
Non-employee Stock Options | Option One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 80,000 | |
Expiration Date | Jun. 18, 2019 | |
Options Outstanding Remaining Contractual Life (In Years) | 2 months 19 days | |
Exercise Price | $ 2.77 | |
Fair Value Post Modification | $ 6.62 | |
Number of Options Exercisable | 80,000 | |
Non-employee Stock Options | Option Two | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 30,000 | |
Expiration Date | Dec. 8, 2019 | |
Options Outstanding Remaining Contractual Life (In Years) | 8 months 8 days | |
Exercise Price | $ 12.72 | |
Fair Value Post Modification | $ 2.18 | |
Number of Options Exercisable | 30,000 | |
Non-employee 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, 2020 | |
Options Outstanding Remaining Contractual Life (In Years) | 1 year 6 months 3 days | |
Exercise Price | $ 5.15 | |
Fair Value Post Modification | $ 5.35 | |
Number of Options Exercisable | 72,000 | |
Non-employee Stock Options | Option Four | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding | 110,000 | |
Expiration Date | Oct. 28, 2020 | |
Options Outstanding Remaining Contractual Life (In Years) | 1 year 6 months 29 days | |
Exercise Price | $ 3.18 | |
Fair Value Post Modification | $ 6.59 | |
Number of Options Exercisable | 110,000 | |
Non-employee Stock Options | Option Five | ||
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) | 8 years 1 month 17 days | |
Exercise Price | $ 7.35 | |
Fair Value Post Modification | $ 7.65 | |
Number of Options Exercisable | 5,000 | |
Non-employee Stock Options | Option Six | ||
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) | 8 years 4 months 6 days | |
Exercise Price | $ 10.38 | |
Fair Value Post Modification | $ 7.38 | |
Number of Options Exercisable | 3,750 | |
Non-employee Stock Options | Option Seven | ||
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) | 8 years 7 months 6 days | |
Exercise Price | $ 16.20 | |
Fair Value Post Modification | $ 6.98 | |
Number of Options Exercisable | 3,750 | |
Non-employee Stock Options | Option Eight | ||
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) | 9 years 4 months 20 days | |
Exercise Price | $ 10.23 | |
Grant Date Fair Value | $ 8.87 | |
Number of Options Exercisable | 15,000 |
Share-Based Payments - Schedule
Share-Based Payments - Schedule of Fair Value of Employees and Directors Estimated Using Black-Scholes Option Pricing Model With Following Weighted Average Assumptions (Details) - Employee and Director Stock Options | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock price | $ 6.93 |
Exercise price | $ 6.93 |
Expected term | 6 years 1 month 2 days |
Expected volatility | 76.90% |
Risk-free interest rate | 2.28% |
Dividend rate | 0.00% |
Share-Based Payments - Summar_3
Share-Based Payments - Summary of Stock-Based Compensation Expense is Classified in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 835 | $ 387 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 195 | 99 |
Cost of Sales | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 3 | |
Selling, General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 637 | $ 288 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Employees benefits | $ 483 | $ 876 |
Professional services | 403 | 518 |
Legal fees | 350 | 253 |
Due to HTC/Heuro | 73 | |
Royalty fees | 27 | |
Franchise fee | 175 | |
Rent | 98 | |
Severance | 66 | |
Other | 7 | 1 |
Total accrued expenses | $ 1,518 | $ 1,812 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Dec. 29, 2017 | Jan. 22, 2013shares | Sep. 30, 2018CAD ($)Clinic | Jul. 31, 2017USD ($) | Mar. 31, 2017 | Mar. 31, 2019USD ($) | Mar. 31, 2019CAD ($) | Oct. 30, 2017USD ($) |
Commitments And Contingencies [Line Items] | ||||||||
Effective date of notice of termination | May 20, 2019 | May 20, 2019 | ||||||
Lease commencement date | Jul. 17, 2017 | Jul. 1, 2017 | ||||||
Lease termination date | Jan. 16, 2023 | Dec. 31, 2022 | ||||||
Lease option to extend termination year | 2027 | |||||||
Lease option to extend termination date | Jan. 31, 2028 | |||||||
Lease monthly rent plus utilities | $ 20,000 | |||||||
Lease monthly rent plus utilities beginning date | Jan. 31, 2019 | |||||||
Lease annual increase in rental percentage | 3.00% | |||||||
PoNs | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Accrued royalties | $ 27,000 | |||||||
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% | |||||||
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% | 7.00% | ||||||
Key Tronic Corporation | Manufacturing and Supply Agreement | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Agreement description | On December 29, 2017, the Company 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 March 31, 2019, the Company had a $0.1 million obligation to Key Tronic to complete the Company’s initial forecast to deliver PoNS devices for commercial launch. | On December 29, 2017, the Company 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 March 31, 2019, the Company had a $0.1 million obligation to Key Tronic to complete the Company’s initial forecast to deliver PoNS devices for commercial launch. | ||||||
Agreement term | 3 years | |||||||
Agreement auto renewal period | 1 year | |||||||
Notice period to cancel the renewal of agreement | 180 days | |||||||
Long-term purchase commitment amount | $ 100,000 | |||||||
Heuro Canada Incorporation | Strategic and Distribution Alliance | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Long-term purchase commitment amount | $ 1,000,000 | |||||||
Number of founding clinics | Clinic | 3 | |||||||
Maximum percent of operating budget | 50.00% | |||||||
Net proft and loss basis | 50.00% | |||||||
Expenses incurred in share of estimated cost | $ 200,000 | |||||||
Additional cost of sales for services rendered | $ 65,000 | |||||||
Heuro Canada Incorporation | Strategic and Distribution Alliance | HealthTech Connex, Inc. | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Partial consideration to pay | $ 750,000 | |||||||
License consideration first annual installment | 250,000 | |||||||
License consideration second annual installment | 250,000 | |||||||
License consideration third annual installment | $ 250,000 | |||||||
Partial consideration granted period | 3 years | |||||||
Maximum percent of operating budget | 50.00% | |||||||
Net proft and loss basis | 50.00% | |||||||
Agreement period | 2023-09 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Operating Lease Information Including future Minimum Lease Payments under Non-Cancellable Lease (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating Leases Future Minimum Payments Due [Abstract] | |
Operating lease cost | $ 58 |
Operating lease - operating cash flows | $ 61 |
Weighted average remaining lease term | 3 years 9 months 29 days |
Weighted average discount rate | 15.10% |
2019 (remaining nine months) | $ 186 |
2020 | 253 |
2021 | 260 |
2022 | 267 |
2023 | 10 |
Total future minimum lease payments | 976 |
Less imputed interest | (231) |
Total liability | 745 |
Current operating lease liability | 148 |
Non-current operating lease liability | 597 |
Total | $ 745 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - 3 months ended Mar. 31, 2019 - Heuro Canada Incorporation $ in Millions, $ in Millions | CAD ($) | USD ($) | CAD ($) |
Variable Interest Entity [Line Items] | |||
Maximum exposure to loss | $ 0.6 | ||
Remaining obligation to fund operating budget | $ 1 | ||
Carrying amounts for assets relating to the variable interest | $ 0 | ||
Carrying amounts for liabilities relating to the variable interest | $ 0.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Change in fair value of derivative financial instruments | $ 8,289,000 | $ 2,525,000 | |
Non-employee Stock Options | |||
Related Party Transaction [Line Items] | |||
Change in fair value of derivative financial instruments | 200,000 | ||
Directors | |||
Related Party Transaction [Line Items] | |||
Consulting fees paid | 10,000 | $ 3,000 | |
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 | $ 45,000 | ||
Consulting monthly fee | $ 15,000 | ||
Clinvue LLC | |||
Related Party Transaction [Line Items] | |||
Consulting fees paid | $ 0 | $ 100,000 |