Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-37685 | |
Entity Registrant Name | PAVMED INC. | |
Entity Central Index Key | 0001624326 | |
Entity Tax Identification Number | 47-1214177 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | One Grand Central Place | |
Entity Address, Address Line Two | 60 E. 42nd Street | |
Entity Address, Address Line Three | Suite 4600 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10165 | |
City Area Code | (212) | |
Local Phone Number | 949-4319 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 93,704,719 | |
Common Stock, $0.001 par value per share [Member] | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | PAVM | |
Security Exchange Name | NASDAQ | |
Series Z Warrants, each to purchase one share of Common Stock [Member] | ||
Title of 12(b) Security | Series Z Warrants, each to purchase one share of Common Stock | |
Trading Symbol | PAVMZ | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 56,785 | $ 77,258 |
Accounts receivable | 31 | 200 |
Prepaid expenses, deposits, and other current assets | 5,163 | 5,179 |
Total current assets | 61,979 | 82,637 |
Fixed assets, net | 2,374 | 1,585 |
Operating lease right-of-use assets | 3,079 | |
Intangible assets, net | 3,950 | 2,029 |
Other assets | 1,083 | 725 |
Total assets | 72,465 | 86,976 |
Current liabilities: | ||
Accounts payable | 2,454 | 3,299 |
Accrued expenses and other current liabilities | 2,930 | 4,259 |
Operating lease liabilities, current portion | 1,027 | |
Senior Secured Convertible Notes - at fair value | 35,500 | |
Total current liabilities | 41,911 | 7,558 |
Operating lease liabilities, less current portion | 1,998 | |
Total liabilities | 43,909 | 7,558 |
Commitments and contingencies (Note 9) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value. Authorized, 20,000,000 shares; Series B Convertible Preferred Stock, par value $0.001, issued and outstanding 1,182,101 at September 30, 2022 and 1,113,919 shares at December 31, 2021 | 2,624 | 2,419 |
Common stock, $0.001 par value. Authorized, 250,000,000 shares; 92,228,862 and 86,367,845 shares outstanding as of September 30, 2022 and December 31, 2021, respectively | 92 | 86 |
Additional paid-in capital | 214,278 | 198,071 |
Accumulated deficit | (207,638) | (138,910) |
Treasury stock | (408) | |
Total PAVmed Inc. Stockholders’ Equity | 8,948 | 61,666 |
Noncontrolling interests | 19,608 | 17,752 |
Total Stockholders’ Equity | 28,556 | 79,418 |
Total Liabilities and Stockholders’ Equity | $ 72,465 | $ 86,976 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 92,228,862 | 86,367,845 |
Common stock, shares outstanding | 92,228,862 | 86,367,845 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,182,101 | 1,113,919 |
Preferred stock, shares outstanding | 1,182,101 | 1,113,919 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 76 | $ 200 | $ 265 | $ 200 |
Operating expenses: | ||||
Cost of revenue | 1,626 | 144 | 1,996 | 144 |
Sales and marketing | 4,736 | 2,293 | 13,559 | 5,555 |
General and administrative | 10,320 | 6,109 | 30,982 | 16,314 |
Amortization of acquired intangible assets | 505 | 17 | 1,278 | 23 |
Research and development | 6,202 | 5,305 | 18,873 | 12,878 |
Total operating expenses | 23,389 | 13,868 | 66,688 | 34,914 |
Net loss from operations | (23,313) | (13,668) | (66,423) | (34,714) |
Other income (expense): | ||||
Interest expense | (525) | (1,049) | ||
Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note | 261 | (1,739) | 1,682 | |
Loss on issue and offering costs - Senior Secured Convertible Note | (1,232) | (4,332) | ||
Debt extinguishments loss - Senior Secured Convertible Notes | (5,123) | (5,123) | (3,715) | |
Debt forgiveness | 300 | |||
Other income (expense), net | (6,619) | (12,243) | (1,733) | |
Loss before provision for income tax | (29,932) | (13,668) | (78,666) | (36,447) |
Provision for income taxes | ||||
Net loss before noncontrolling interests | (29,932) | (13,668) | (78,666) | (36,447) |
Net loss attributable to the noncontrolling interests | 3,806 | 1,441 | 10,143 | 3,318 |
Net loss attributable to PAVmed Inc. | (26,126) | (12,227) | (68,523) | (33,129) |
Less: Series B Convertible Preferred Stock dividends earned | (71) | (67) | (209) | (216) |
Net loss attributable to PAVmed Inc. common stockholders | $ (26,197) | $ (12,294) | $ (68,732) | $ (33,345) |
Per share information: | ||||
Net loss per share attributable to PAVmed Inc. - basic and diluted | $ (0.29) | $ (0.15) | $ (0.78) | $ (0.41) |
Net loss per share attributable to PAVmed Inc. common stockholders – basic and diluted | $ (0.29) | $ (0.15) | $ (0.78) | $ (0.42) |
Weighted average common shares outstanding, basic and diluted | 89,758,927 | 83,307,170 | 87,724,124 | 79,873,583 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 2,537 | $ 64 | $ 87,570 | $ (88,275) | $ (2,369) | $ (473) | |
Beginning balance,shares at Dec. 31, 2020 | 1,228,075 | 63,819,935 | |||||
Dividends declared - Series B Convertible Preferred Stock | $ 221 | (221) | |||||
Dividends declared - series B convertible preferred stock, shares | 73,821 | ||||||
Conversions - Series B Convertible Preferred Stock | $ (406) | 406 | |||||
Conversions - Series B Convertible Preferred Stock, shares | (210,448) | 210,448 | |||||
Conversions - Senior Secured Convertible Note | $ 1 | 1,722 | 1,723 | ||||
Conversions - Senior Secured Convertible Note, shares | 667,668 | ||||||
Purchase - Employee Stock Purchase Plan | 436 | 436 | |||||
Stock-based compensation - PAVmed Inc. | 4,473 | 4,473 | |||||
Stock-based compensation - majority-owned subsidiary | 111 | 6,045 | 6,156 | ||||
Net Loss | (33,129) | (3,318) | (36,447) | ||||
Vest - restricted stock awards | |||||||
Vest - restricted stock awards, shares | 150,000 | ||||||
Exercise - Series Z warrants | $ 3 | 4,680 | 4,683 | ||||
Exercise - Series Z warrants, shares | 2,927,125 | ||||||
Exercise - stock options | 953 | 953 | |||||
Exercise - stock options, shares | 604,500 | ||||||
Purchase - Employee Stock Purchase Plan, shares | 234,592 | ||||||
Exercise - Series W warrants | 20 | 20 | |||||
Exercise - Series W warrants, shares | 3,945 | ||||||
Issue common stock – registered offerings, net | $ 16 | 53,688 | 53,704 | ||||
Issue common stock - registered offerings, net, shares | 15,782,609 | ||||||
Ending balance at Sep. 30, 2021 | $ 2,352 | $ 84 | 154,059 | (121,625) | 364 | 35,234 | |
Ending balance,shares at Sep. 30, 2021 | 1,091,448 | 84,400,822 | |||||
Beginning balance at Dec. 31, 2020 | $ 2,537 | $ 64 | 87,570 | (88,275) | (2,369) | (473) | |
Beginning balance,shares at Dec. 31, 2020 | 1,228,075 | 63,819,935 | |||||
Ending balance at Dec. 31, 2021 | $ 2,419 | $ 86 | 198,071 | (138,910) | 17,752 | 79,418 | |
Ending balance,shares at Dec. 31, 2021 | 1,113,919 | 86,367,845 | |||||
Beginning balance at Jun. 30, 2021 | $ 2,499 | $ 83 | 149,694 | (109,325) | (911) | 42,040 | |
Beginning balance,shares at Jun. 30, 2021 | 1,185,685 | 82,576,816 | |||||
Dividends declared - Series B Convertible Preferred Stock | $ 73 | (73) | |||||
Dividends declared - series B convertible preferred stock, shares | 24,577 | ||||||
Conversions - Series B Convertible Preferred Stock | $ (220) | 220 | |||||
Conversions - Series B Convertible Preferred Stock, shares | (118,814) | 118,814 | |||||
Purchase - Employee Stock Purchase Plan | 131 | 131 | |||||
Stock-based compensation - PAVmed Inc. | 1,218 | 1,218 | |||||
Stock-based compensation - majority-owned subsidiary | 56 | 2,716 | 2,772 | ||||
Net Loss | (12,227) | (1,441) | (13,668) | ||||
Exercise - Series Z warrants | $ 1 | 1,897 | 1,898 | ||||
Exercise - Series Z warrants, shares | 1,186,467 | ||||||
Exercise - stock options | 823 | 823 | |||||
Exercise - stock options, shares | 483,668 | ||||||
Purchase - Employee Stock Purchase Plan, shares | 31,112 | ||||||
Exercise - Series W warrants | 20 | 20 | |||||
Exercise - Series W warrants, shares | 3,945 | ||||||
Ending balance at Sep. 30, 2021 | $ 2,352 | $ 84 | 154,059 | (121,625) | 364 | 35,234 | |
Ending balance,shares at Sep. 30, 2021 | 1,091,448 | 84,400,822 | |||||
Beginning balance at Dec. 31, 2021 | $ 2,419 | $ 86 | 198,071 | (138,910) | 17,752 | 79,418 | |
Beginning balance,shares at Dec. 31, 2021 | 1,113,919 | 86,367,845 | |||||
Dividends declared - Series B Convertible Preferred Stock | $ 205 | (205) | |||||
Dividends declared - series B convertible preferred stock, shares | 68,227 | ||||||
Conversions - Series B Convertible Preferred Stock | |||||||
Conversions - Series B Convertible Preferred Stock, shares | (45) | 45 | |||||
Conversions - Senior Secured Convertible Note | $ 5 | 10,107 | 10,112 | ||||
Conversions - Senior Secured Convertible Note, shares | 5,013,908 | ||||||
Exercise - stock options of majority-owned subsidiary | 694 | 694 | |||||
Purchase - Employee Stock Purchase Plan | 218 | 140 | 358 | ||||
Purchase - majority-owned subsidiary common stock - Employee Stock Purchase Plan | 109 | 109 | |||||
Issuance - majority-owned subsidiary common stock - Committed Equity Facility, net of deferred financing charges | 1,767 | 1,767 | |||||
Impact of subsidiary equity transactions | 1,375 | (1,375) | |||||
Issuance - majority-owned subsidiary common stock - Settlement APA-RDx - Installment Payment | 427 | 427 | |||||
Stock-based compensation - PAVmed Inc. | 4,206 | 4,206 | |||||
Stock-based compensation - majority-owned subsidiary | 10,377 | 10,377 | |||||
Treasury stock | (548) | (548) | |||||
Treasury stock, shares | (188,846) | ||||||
Net Loss | (68,523) | (10,143) | (78,666) | ||||
Vest - restricted stock awards | $ 1 | (1) | |||||
Vest - restricted stock awards, shares | 541,666 | ||||||
Exercise - Series Z warrants | |||||||
Exercise - Series Z warrants, shares | 5 | ||||||
Exercise - stock options | 302 | 302 | |||||
Exercise - stock options, shares | 299,999 | ||||||
Purchase - Employee Stock Purchase Plan, shares | 194,240 | ||||||
Ending balance at Sep. 30, 2022 | $ 2,624 | $ 92 | 214,278 | (207,638) | (408) | 19,608 | 28,556 |
Ending balance,shares at Sep. 30, 2022 | 1,182,101 | 92,228,862 | |||||
Beginning balance at Jun. 30, 2022 | $ 2,554 | $ 87 | 201,327 | (181,442) | (548) | 19,426 | 41,404 |
Beginning balance,shares at Jun. 30, 2022 | 1,158,950 | 87,023,211 | |||||
Dividends declared - Series B Convertible Preferred Stock | $ 70 | (70) | |||||
Dividends declared - series B convertible preferred stock, shares | 23,196 | ||||||
Conversions - Series B Convertible Preferred Stock | |||||||
Conversions - Series B Convertible Preferred Stock, shares | (45) | 45 | |||||
Conversions - Senior Secured Convertible Note | $ 5 | 10,107 | 10,112 | ||||
Conversions - Senior Secured Convertible Note, shares | 5,013,908 | ||||||
Exercise - stock options of majority-owned subsidiary | 6 | 6 | |||||
Purchase - Employee Stock Purchase Plan | 140 | 140 | |||||
Purchase - majority-owned subsidiary common stock - Employee Stock Purchase Plan | 109 | 109 | |||||
Issuance - majority-owned subsidiary common stock - Committed Equity Facility, net of deferred financing charges | 1,767 | 1,767 | |||||
Impact of subsidiary equity transactions | 1,363 | (1,363) | |||||
Issuance - majority-owned subsidiary common stock - Settlement APA-RDx - Installment Payment | 186 | 186 | |||||
Stock-based compensation - PAVmed Inc. | 1,481 | 1,481 | |||||
Stock-based compensation - majority-owned subsidiary | 3,283 | 3,283 | |||||
Treasury stock | |||||||
Treasury stock, shares | 191,698 | ||||||
Net Loss | (26,126) | (3,806) | (29,932) | ||||
Ending balance at Sep. 30, 2022 | $ 2,624 | $ 92 | $ 214,278 | $ (207,638) | $ (408) | $ 19,608 | $ 28,556 |
Ending balance,shares at Sep. 30, 2022 | 1,182,101 | 92,228,862 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss - before noncontrolling interest (“NCI”) | $ (78,666) | $ (36,447) |
Adjustments to reconcile net loss - before NCI to net cash used in operating activities | ||
Depreciation and amortization expense | 1,731 | 60 |
Stock-based compensation | 14,583 | 10,629 |
In-process R&D charge | 133 | |
APA-RDx: Issue common stock of majority-owned subsidiary - settle installment payment | 427 | |
Change in fair value - Senior Secured Convertible Note | 1,739 | (1,682) |
Loss upon Issuance - Senior Secured Convertible Note | 3,523 | |
Debt extinguishment loss - Senior Secured Convertible Notes and Senior Convertible Note | 5,123 | 3,715 |
Debt forgiveness | (300) | |
Non-cash lease expense | 82 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 169 | (200) |
Prepaid expenses and other current and non-current assets | (563) | (1,918) |
Accounts payable | (981) | 2,911 |
Accrued expenses and other current liabilities | (1,329) | (715) |
Net cash flows used in operating activities | (54,162) | (23,814) |
Cash flows from investing activities | ||
Purchase of equipment | (1,242) | (192) |
Payments – Acquisitions, net of cash | (3,200) | (147) |
Net cash flows used in investing activities | (4,442) | (339) |
Cash flows from financing activities | ||
Proceeds – issue of common stock – registered offerings | 55,016 | |
Payment – offering costs – registered offerings | (1,312) | |
Proceeds – issue of Senior Secured Convertible Note, net of offering costs | 35,227 | |
Payment – repayment of Senior Convertible Note and Senior Secured Convertible Note | (14,816) | |
Payment – Senior Convertible Note and Senior Secured Convertible Note – non-installment payments | (154) | |
Proceeds – majority-owned subsidiary common stock - Committed Equity Facility | 1,807 | |
Proceeds – exercise of Series Z warrants | 4,115 | |
Proceeds – exercise of stock options | 302 | 953 |
Proceeds – issue common stock – Employee Stock Purchase Plan | 358 | 436 |
Proceeds – majority-owned subsidiary common stock – Employee Stock Purchase Plan | 109 | |
Proceeds – exercise of stock options issued under equity plan of majority owned subsidiary | 694 | |
Purchase Treasury Stock – payment of employee payroll tax obligation in connection with stock-based compensation | (366) | |
Net cash flows provided by financing activities | 38,131 | 44,238 |
Net increase (decrease) in cash | (20,473) | 20,085 |
Cash, beginning of period | 77,258 | 17,256 |
Cash, end of period | $ 56,785 | $ 37,341 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1 — The Company Description of the Business PAVmed Inc and Subsidiaries, referred to herein as “PAVmed” or the “Company,” is comprised of PAVmed Inc. and its wholly-owned subsidiary and its majority-owned subsidiaries, inclusive of Lucid Diagnostics Inc. (“Lucid Diagnostics” or “LUCID”) and Veris Health Inc. (“Veris Health” or “VERIS”). The Company is organized to advance a broad pipeline of innovative medical technologies from concept to commercialization, employing a business model focused on capital efficiency and speed to market. The Company’s activities have focused on advancing the lead products towards regulatory approval and commercialization, protecting its intellectual property, and building its corporate infrastructure and management team. The Company’s current operational activities are principally focused on the commercialization of EsoGuard, CarpX and Veris Solar, while its development activities are focused on pursuing FDA approval and clearance of other lead products in our product portfolio pipeline, including EsoGuard IVD, PortIO, EsoCure and digital health technologies acquired by the Company’s majority-owned subsidiary Veris Health Inc. The ability of the Company to generate revenue depends upon the Company’s ability to successfully advance the commercialization of EsoGuard, CarpX, and Veris Solar while also completing the development and the necessary regulatory approvals of its other products and services. There are no assurances, however, the Company will be able to obtain an adequate level of financial resources required for the long-term commercialization and development of its products and services. The Company has financed its operations principally through public and private issuances of its common stock, preferred stock, common stock purchase warrants, and debt. The Company is subject to all of the risks and uncertainties typically faced by medical device and diagnostic companies that devote substantially all of their efforts to the commercialization of their initial product and services and ongoing research and development activities and conducting clinical trials. The Company expects to continue to experience recurring losses from operations and will continue to fund its operations with debt and equity financing transactions. Notwithstanding, however, with the cash on-hand as of the date hereof and other debt and equity committed sources of financing, the Company expects to be able to fund its operations and meet its financial obligations as they become due for the one year period from the date of the issue of the Company’s unaudited condensed consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended September 30, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 6, 2022, except as otherwise noted herein below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of PAVmed Inc. and Subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority-ownership interest and has controlling financial interest in each of: Lucid Diagnostics Inc., Veris Health Inc., and Solys Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the unaudited condensed consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each majority-owned subsidiary. See Note 15, Noncontrolling Interest As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair presentation of the Company’s unaudited condensed consolidated financial information. Note 2 — Summary of Significant Accounting Policies The consolidated results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2022 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the PAVmed Inc and Subsidiaries audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 6, 2022. All amounts in the accompanying unaudited condensed consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes to the unaudited condensed consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. Use of Estimates In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and the determination of corresponding carrying value reserve, if any, and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations, stock-based equity awards, intangible assets and common stock purchase warrants. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. Leases The Company adopted FASB ASC Topic 842, Leases All significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC 842, wherein, if the contractual arrangement: involves the use of a distinct identified asset; provides for the right to substantially all the economic benefits from the use of the asset throughout the contractual period; and provides for the right to direct the use of the asset. A lease agreement is accounted for as either a finance lease (generally with respect real estate) or an operating lease (generally with respect to equipment). Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability. A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. Note 2 — Summary of Significant Accounting Policies Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 10, Financial Instruments Fair Value Measurements Debt Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts Performance obligations Note 2 — Summary of Significant Accounting Policies Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 3 — Revenue from Contracts with Customers EsoGuard Commercialization Agreement The Company, through its majority-owned subsidiary, Lucid Diagnostics Inc., entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its former commercial laboratory service provider, ResearchDx Inc. (“RDx”), an unrelated third-party. The EsoGuard Commercialization Agreement was on a month-to-month basis, and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25, 2022, between LucidDx Labs Inc. (a wholly-owned subsidiary of Lucid Diagnostics Inc.) and RDx, with such agreement further discussed in Note 5 , Asset Purchase Agreement and Management Services Agreement. Revenue Recognized In the three months and nine months ended September 30, 2022, the Company recognized total revenue of $ 76 265 189 100 200 200 Cost of Revenue The cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs related to the EsoCheck cell collection device, cell sample mailing kits and license royalties. In the three months ended September 30, 2022, the cost of revenue was $ 1,626 1,996 369 144 144 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Case Western Reserve University and Physician Inventors - Amended CWRU License Agreement Case Western Reserve University (“CWRU”) and each of the three physician inventors (“Physician Inventors”) of the intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc. The expenses incurred with respect to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of Revenue CWRU – Royalty Fee $ 4 $ 10 $ 13 $ 10 Cost of Revenue $ 4 $ 10 $ 13 $ 10 General and Administrative Expense CWRU – License Agreement - Amendment Fee - Milestone III — 10 — 10 Stock-based compensation expense – Physician Inventors’ restricted stock awards 275 273 819 637 Research and Development Expense Amended CWRU License Agreement - reimbursement of patent legal fees — 82 209 195 Fees - Physician Inventors’ consulting agreements 15 8 32 22 Sponsored research agreement 4 — 6 — Stock-based compensation expense – Physician Inventors’ stock options 52 56 151 114 Total Related Party Expenses $ 350 $ 439 $ 1,230 $ 988 See Note 12, Stock-Based Compensation Noncontrolling Interest Other Related Party Transactions Lucid Diagnostics Inc. previously entered into a consulting agreement with Stanley N. Lapidus, effective June 2020 with such consulting agreement providing for compensation on a contractual rate per hour for consulting services provided. In July 2021, Mr. Lapidus was appointed as Vice Chairman of the Board of Directors of Lucid Diagnostics Inc. Lucid Diagnostics Inc. recognized general and administrative expense of $ 8 21 Effective June 2021, Veris Health Inc. entered into a consulting agreement with Andrew Thoreson, M.D. which provides for compensation on a contractual rate per hour for consulting services provided. Dr. Thoreson holds a partial ownership interest in the legal entity which holds a minority interest in Veris Health Inc. Veris Health Inc. recognized general and administrative expense of $ 8 45 |
Asset Purchase Agreement and Ma
Asset Purchase Agreement and Management Services Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Purchase Agreement and Management Services Agreement | Note 5 — Asset Purchase Agreement and Management Services Agreement Asset Purchase Agreement - ResearchDx Inc. LucidDx Labs Inc., a wholly-owned subsidiary of Lucid Diagnostics Inc., entered into an asset purchase agreement (“APA”) dated February 25, 2022, with ResearchDx, Inc. (“RDx”), an unrelated third-party - (“APA-RDx”). Under the APA-RDx, LucidDx Labs Inc. acquired certain assets from RDx which were combined with LucidDx Labs Inc. purchased and leased property and equipment to establish a Company-owned Commercial Lab Improvements Act (“CLIA”) certified, College of American Pathologists (“CAP”) accredited commercial clinical laboratory capable of performing the EsoGuard® Esophageal DNA assay, inclusive of DNA extraction, next generation sequencing (“NGS”) and specimen storage. Prior to February 25, 2022, RDx provided such laboratory services at its owned CLIA-certified, CAP-accredited clinical laboratory. The total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 3,200 Intangible Assets, net. 1,000 3,200 Additionally, the APA-RDx requires the Company to pay a total of $ 3,000 82,618 199,989 188 427 The APA-RDx provides for each of an acceleration and a cancellation of the remaining unpaid installment payments, summarized as follows: ● The payment of the remaining unpaid installment payments will be accelerated as immediately due and payable as of the date the “MSA-RDx” (as such agreement is discussed below) is either terminated by LucidDx Labs Inc. without cause or if it is terminated by mutual agreement between LucidDx Labs Inc. and RDx. ● The payment of the remaining unpaid installment payments will be cancelled if the MSA-RDx is terminated by LucidDx Labs Inc. for cause, defined as the occurrence of any one of: (i) a material breach by RDx which is not cured within thirty days of LucidDx Labs Inc. written notice; (ii) RDx becomes insolvent and /or bankrupt; or (ii) RDx fails to comply with applicable statutes, is barred from participating in federal health care programs, or by action of changes in law or regulation, or by action of judicial interpretation of law, or by judicial civil proceedings decisions. Management Services Agreement - Research Dx Inc LucidDx Labs Inc. and RDx entered into a separate management services agreement (“MSA-RDx”), dated and effective February 25, 2022, with such agreement having a term of three years commencing on the agreement’s effective date, and an initial fee of $ 150 |
Prepaid Expenses, Deposits, and
Prepaid Expenses, Deposits, and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses Deposits And Other Current Assets | |
Prepaid Expenses, Deposits, and Other Current Assets | Note 6 — Prepaid Expenses, Deposits, and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets September 30, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 581 $ 808 Prepaid insurance 453 1,856 Deposits 3,980 1,989 EsoCheck cell collection supplies 55 434 EsoGuard mailer supplies 49 59 CarpX devices 45 33 Total prepaid expenses, deposits and other current assets $ 5,163 $ 5,179 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 7 — Leases During the nine months ended September 30, 2022, the Company entered into additional lease agreements that have commenced and are classified as operating leases and short-term leases, including for each of: a research and development facility; a commercial clinical laboratory; additional Lucid Test Centers; and for office space. The Company’s future lease payments as of September 30, 2022, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows: Schedule of Future Minimum Lease Payments for Capital Leases 2022 (remainder of year) $ 299 2023 1,229 2024 1,184 2025 288 2026 272 Thereafter 132 Total lease payments $ 3,404 Less: imputed interest (379 ) Present value of lease liabilities $ 3,025 Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 763 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,753 $ — Weighted-average remaining lease term - operating leases (in years) 3.08 — Weighted-average discount rate - operating leases 7.875 % — % As of September 30, 2022, the Company’s right-of-use assets from operating leases are $ 3,079 3,025 1,027 1,998 Note 7 — Leases In September 2022, the Company entered into a lease agreement for its principal corporate offices, in New York, New York. The lease agreement term is from the September 15, 2022 execution date to the date which is seven years and eight months from the lease commencement date, with the rent abated for the first eight months of the lease term 3.2 million over the lease term. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note 8 — Intangible Assets, net Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Accumulated Amortization Estimated Useful Life September 30, 2022 December 31, 2021 Defensive asset 60 months $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 months 3,200 — Other 1 year 70 70 Total Intangible assets 5,375 2,175 Less Accumulated Amortization (1,425 ) (146 ) Intangible Assets, net $ 3,950 $ 2,029 The defensive technology intangible asset was recognized upon its acquisition of CapNostics, LLC, an unrelated third-party, for total purchase consideration paid on the October 5, 2021 acquisition date of approximately $ 2.1 60 The intangible assets recognized under the APA-RDx are the laboratory licenses and certifications, inclusive of a CLIA certification, CAP accreditation, and clinical laboratory licenses for five (5) U.S. States transfer to the Company from RDx, and a laboratory information management software perpetual-use royalty-free license granted under the APA-RDx, with such intangible asset having a useful life of twenty-four months commencing on the APA-RDx February 25, 2022 transaction date. Amortization expense of the intangible assets discussed above was $ 505 17 1,278 23 Schedule of Estimated Amortization Expense for Intangible Assets 2022 (remainder of year) $ 504 2023 2,021 2024 688 2025 421 2026 316 Total $ 3,950 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 9 — Commitment and Contingencies Legal Proceedings Delaware Court of Chancery Complaint On November 2, 2020, a stockholder of the Company, on behalf of himself and other similarly situated stockholders, filed a complaint in the Delaware Court of Chancery alleging broker non-votes were not properly counted in accordance with the Company’s bylaws at the Company’s Annual Meeting of Stockholders on July 24, 2020, and, as a result, asserted certain matters deemed to have been approved were not so approved (including matters relating to the increase in the size of the PAVmed Inc. 2014 Long-Term Incentive Equity Plan and the PAVmed Inc. Employee Stock Purchase Plan). The relief sought under the complaint included certain corrective actions by the Company, but did not seek any specific monetary damages. The Company did not believe it was clear the prior approval of these matters was invalid or otherwise ineffective. However, to avoid any uncertainty and the expense of further litigation, on January 5, 2021, the Company’s board of directors determined it would be advisable and in the best interests of the Company and its stockholders to re-submit these proposals to the Company’s stockholders for ratification and/or approval. In this regard, the Company held a special meeting of stockholders on March 4, 2021, at which such matters were ratified and approved. The parties reached agreement on a Settlement Term Sheet Agreement, dated January 28, 2021, to settle the complaint, the terms of which did not contemplate payment of monetary damages to the putative class in the proceeding. In connection with the foregoing, on August 3, 2022, the parties agreed that plaintiff’s counsel would not seek an award from the Court in excess of $ 450 450 Benchmark Investments, Inc. / Benchmark Investments LLC On December 23, 2020, Benchmark Investments, Inc. filed a complaint against the Company in the U.S. District Court of the Southern District of New York alleging the registered direct offerings of shares of common stock of the Company completed in December 2020 were in violation of provisions set forth in an engagement letter between the Company and Kingswood Capital Markets, a “division” of Benchmark Investments, Inc. On December 16, 2021, the court granted PAVmed’s motion to dismiss the case for lack of subject matter jurisdiction. On February 7, 2022, Benchmark Investments LLC, which claimed to be a successor to Benchmark Investments, Inc., filed a new complaint in the Supreme Court of the State of New York, New York County, asserting claims similar to those in the federal action, and adding to its allegations that financings conducted by the Company in January 2021 and February 2021 also violated the Company’s engagement letter with Kingswood Capital Markets. The Company disagrees with the allegations set forth in the complaint and intends to vigorously contest the complaint. Other Matters In the ordinary course of our business, particularly as it begins commercialization of its products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. Except as otherwise noted herein, the Company does not believe it is currently a party to any other pending legal proceedings. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 10 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the reporting date noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Inputs Level-2 Inputs Level-3 Inputs Total September 30, 2022 Senior Secured Convertible Note - April 2022 $ — $ — $ 23,500 $ 23,500 Senior Secured Convertible Note - September 2022 $ — $ — $ 12,000 $ 12,000 Totals $ — $ — $ 35,500 $ 35,500 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. There were no transfers between the respective Levels during the period ended September 30, 2022. Note 10 — Financial Instruments Fair Value Measurements As discussed in Note 11, Debt The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The estimated fair value of the April 2022 Senior Convertible Note as of each of April 4, 2022 and September 30, 2022, and the estimated fair value of the September 2022 Senior Convertible Note as of each of September 8, 2022 and September 30, 2022 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: Fair Value $ 30,100 $ 12,200 $ 23,500 $ 12,000 Face value principal payable $ 27,500 $ 11,250 $ 22,511 $ 11,250 Required rate of return 7.875 % 7.875 % 11.50 % 11.60 % Conversion Price $ 5.00 $ 5.00 $ 5.00 $ 5.00 Value of common stock $ 1.26 $ 1.21 $ 0.86 $ 0.86 Expected term (years) 2.00 2.00 1.30 1.94 Volatility 115.00 % 120.00 % 135.00 % 135.00 % Risk free rate 2.40 % 3.42 % 4.02 % 4.12 % Dividend yield — % — % — % — % The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price. Changes in these assumptions can materially affect the estimated fair values. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 — Debt The Company entered into a Securities Purchase Agreement (“SPA”) dated March 31, 2022, with an accredited institutional investor (“Investor”, “Lender”, and /or “Holder”), wherein, the Company agreed to sell, and the Investor agreed to purchase an aggregate of $ 50.0 27.5 22.5 Under the SPA dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, with such note having a $ 27.5 7.875 5.00 Under the same SPA, the Company issued an additional Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, with such note having a $ 11.25 7.875 5.00 Note 11 — Debt The April 2022 Senior Convertible Note proceeds were $ 25.0 2.5 601 450 The September 2022 Senior Convertible Note proceeds were $ 10.2 1.0 209 184 During the period from April 4, 2022 to October 3, 2022, the Company is required to pay interest expense only (on the $ 27.5 7.875 481 1,005 153 . During the period from September 8, 2022 to March 6, 2023, the Company is required to pay interest expense only (on the $11.25 million face value principal), at 7.875 54 76 . Commencing October 4, 2022, and then on each of the successive first and tenth trading day of each month thereafter through to and including April 1, 2024 (each referred to as an “Installment Date”); and on the April 4, 2024 724 Commencing March 6, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including September 1, 2024 (each referred to as an “Installment Date”); and on the September 6, 2024 maturity date, the Company will be required to make a principal repayment of $ 296 In addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments, and interest thereon, subject to certain restrictions, as defined, utilizing the then current conversion price of the most recent Installment Date conversion price. Subject to certain conditions being met or waived, from time to time, one or more additional closings may occur, for up to the remaining $ 11.25 Additionally, effective March 31, 2023, the Investor may by written notice elect to require the Company to issue additional notes of up to $ 11.25 (a) the outstanding principal amount of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (and any additional notes issued under the SPA dated March 31, 2022), accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior ten trading days, to exceed 25%. If the Company does not issue the additional notes contemplated by any such written notice, or if the Investor is unable to deliver any such notice prior to March 31, 2024 as a result of the limitation described in the preceding sentence, then the Company will be obligated to pay up to a maximum of a $1.35 million a break-up fee The payment of all amounts due and payable under both senior convertible notes are guaranteed by the Company and its subsidiaries, except for Lucid Diagnostics Inc and its subsidiaries; and the obligations under both senior convertible notes are secured by all of the assets of the Company and each guarantor, except in the case of the Lucid Diagnostics Inc. common stock held by PAVmed Inc. only 9.99% of Lucid Diagnostics Inc.’s issued and outstanding common stock is pledged to secure the indebtedness of the convertible notes. The Company is subject to certain customary affirmative and negative covenants regarding the rank of the notes, along with the incurrence of further indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other customary matters. Note 11 — Debt The Company is subject to financial covenants requiring: (i) a minimum of $8.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (except that such maximum percentage is 50% for the period from September 8, 2022 through March 5, 2023) (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to at no time be less than $75 million. (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). The Company is in compliance with the above covenants The Company and the investor entered into a waiver dated August 9, 2022 whereby the April 2022 Senior Convertible Note was amended to permit the Investor to convert up to $ 5.0 5.00 82.5 0.18 4,989 11 5,013,908 10,112 5.1 424 4 500,857 The fair value and face value principal outstanding of the Senior Convertible Notes as of September 30, 2022 are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2024 7.875 % $ 5.00 $ 22,511 $ 23,500 September 2022 Senior Convertible Note September 6, 2024 7.875 % $ 5.00 $ 11,250 $ 12,000 Balance as of September 30, 2022 $ 33,761 $ 35,500 The Company did not have convertible debt outstanding at December 31, 2021. During the nine month period ended September 30, 2021, the Company recognized debt extinguishment losses of approximately $ 3,715 See Note 10, Financial Instruments Fair Value Measurements |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Stock-Based Compensation | Note 12 — Stock-Based Compensation PAVmed Inc. 2014 Long-Term Incentive Equity Plan The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”) is designed to enable PAVmed Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed Inc. The types of awards that may be granted under the PAVmed Inc. 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the PAVmed Inc. board of directors. A total of 16,352,807 2,520,927 600,854 PAVmed Inc. Stock Options PAVmed Inc. stock options granted under the PAVmed Inc. 2014 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 8,720,198 $ 3.39 6.8 $ 3,516 Granted (1) 4,734,350 $ 1.54 Exercised (299,999 ) $ 1.01 Forfeited (1,542,978 ) $ 3.13 Outstanding stock options at September 30, 2022 (3) 11,611,571 $ 2.73 7.7 $ — Vested and exercisable stock options at September 30, 2022 6,623,157 $ 3.01 6.5 $ — (1) Stock options granted under the PAVmed Inc. 2014 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of September 30, 2022 and December 31, 2021 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 500,854 Note 12 — Stock-Based Compensation PAVmed Inc. Restricted Stock Awards PAVmed Inc. restricted stock awards granted under the PAVmed Inc. 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,666,666 $ 2.36 Granted — — Vested (541,666 ) 1.20 Forfeited (150,000 ) 2.04 Unvested restricted stock awards as of September 30, 2022 (1) 975,000 $ 3.05 (1) The unvested restricted stock awards presented in the table above, are inclusive of 100,000 Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) is separate and apart from the PAVmed Inc. 2014 Equity Plan discussed above. The Lucid Diagnostics Inc. 2018 Equity Plan is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics Inc. board of directors. A total of 9,144,000 3,754,051 423,300 50,000 Lucid Diagnostics Inc. Stock Options Lucid Diagnostics Inc. stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 $ 6,665 Granted (1) 2,320,000 $ 3.71 Exercised (964,717 ) $ 0.72 Forfeited (141,436 ) $ 4.33 Outstanding stock options at September 30, 2022 (3) 2,633,089 $ 3.17 8.6 $ 499 Vested and exercisable stock options at September 30, 2022 960,364 $ 2.33 7.2 $ 499 (1) Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics Inc. common stock on each of September 30, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc. stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 Note 12 — Stock-Based Compensation Lucid Diagnostics Inc. Restricted Stock Awards Lucid Diagnostics Inc. restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,940,740 $ 12.76 Granted 320,000 4.53 Vested (169,320 ) 13.48 Forfeited — — Unvested restricted stock awards as of September 30, 2022 (1) 2,091,420 $ 11.44 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 On January 7, 2022, 320,000 1.4 Consolidated Stock-Based Compensation Expense The consolidated stock-based compensation expense recognized by each of PAVmed Inc. and Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Awards Granted Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 9 $ — $ 9 $ — Sales and marketing expenses 643 327 1,859 814 General and administrative expenses 3,854 3,353 12,016 9,088 Research and development expenses 258 310 699 727 Total stock-based compensation expense $ 4,764 $ 3,990 $ 14,583 $ 10,629 Note 12 — Stock-Based Compensation Stock-Based Compensation Expense Recognized by Lucid Diagnostics Inc. As noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized by Lucid Diagnostics Inc., inclusive of each of: stock options granted under the PAVmed Inc. 2014 Equity Plan to the three physician inventors of the intellectual property underlying the CWRU License Agreement (“Physician Inventors”) (as discussed above in Note 4, Related Party Transactions Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – cost of revenue $ 9 $ — $ 9 $ — Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses 253 — 733 — Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses 2,990 2,695 9,504 5,988 Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses 28 21 125 57 PAVmed Inc 2014 Equity Plan - sales and marketing expenses 161 — 497 — PAVmed Inc 2014 Equity Plan - general and administrative expenses 78 — 224 — PAVmed Inc 2014 Equity Plan - research and development expenses 52 56 159 111 Total stock-based compensation expense – recognized by Lucid Diagnostics Inc $ 3,571 $ 2,772 $ 11,251 $ 6,156 Total stock-based compensation expense $ 3,571 $ 2,772 $ 11,251 $ 6,156 The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense Unrecognized Weighted Average PAVmed Inc. 2014 Equity Plan Stock Options $ 8,424 2.1 Restricted Stock Awards $ 1,222 0.9 Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 3,791 2.4 Restricted Stock Awards $ 7,165 0.8 Note 12 Stock-Based Compensation Stock-based compensation expense recognized with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 1.08 3.47 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Nine Months Ended September 30, 2022 2021 Expected term of stock options (in years) 5.8 5.6 Expected stock price volatility 86.0 % 76.0 % Risk free interest rate 2.9 % 0.9 % Expected dividend yield — % — % Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $ 1.61 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Nine Months Ended September 30, 2022 Expected term of stock options (in years) 5.8 Expected stock price volatility 72.0 % Risk free interest rate 3.2 % Expected dividend yield — % PAVmed Inc. Employee Stock Purchase Plan (“ESPP”) A total of 194,240 203,480 218 304 191,698 31,112 140 131 1,750,000 931,841 Lucid Diagnostics, Inc Employee Stock Purchase Plan (“ESPP”) The Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period was April 1, 2022 to September 30, 2022. A total of 84,030 109 500,000 415,970 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Preferred Stock | Note 13 — Preferred Stock As of September 30, 2022 and December 31, 2021, there were 1,182,101 1,113,919 Series B Convertible Preferred Stock Dividends The Series B Convertible Preferred Stock dividends are 8.0 3.00 Series B Convertible Preferred Stock Dividends Earned The Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each of the respective corresponding periods presented in the accompanying unaudited condensed consolidated statement of operations, inclusive of dividends earned as of each of March 31, 2022, June 30, 2022, and September 30, 2022, of approximately $ 71 209 67 216 Series B Convertible Preferred Stock Dividends Declared The Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by the Company’s board of directors. In this regard, in the nine months ended September 30, 2022, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends of an aggregate of approximately $ 204 67 68 69 68,227 22,291 22,740 23,196 In the nine months ended September 30, 2021, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends of an aggregate of approximately $ 221 73 75 74 73,821 24,198 25,046 24,577 Subsequent to September 30, 2022, in October 2022, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend earned as of September 30, 2022 and payable as of October 1, 2022, of approximately $ 71 23,658 67 22,471 |
Common Stock and Common Stock P
Common Stock and Common Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock and Common Stock Purchase Warrants | Note 14 — Common Stock and Common Stock Purchase Warrants Common Stock In June 2022, the Company received shareholder approval to issue up to 250 100 During the nine months ended September 30, 2022, 299,999 302 385,938 Stock-Based Compensation In August 2022, 5,103,908 4,989 11 Debt Common Stock Purchase Warrants As of September 30, 2022 and December 31, 2021, Series Z Warrants outstanding totaled 11,937,450 11,937,455 1.60 April 30, 2024 5 1.60 As of December 31, 2021, Series W Warrants outstanding totaled 377,873 377,873 January 29, 2022 |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Note 15 — Noncontrolling Interest The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows: Schedule of Noncontrolling Interest of Stockholders' Equity September 30, 2022 December 31, 2021 NCI – equity (deficit) – beginning of period $ 17,752 $ (2,369 ) Investment in Veris Health Inc. — 6 Net loss attributable to NCI – Lucid Diagnostics Inc. (9,032 ) (5,779 ) Net loss attributable to NCI – Solys Diagnostics Inc. (6 ) — Net loss attributable to NCI – Veris Health Inc. (1,105 ) — Impact of subsidiary equity transactions (1,375 ) 16,760 Lucid Diagnostics Inc. proceeds from Committed Equity Facility, net of deferred financing charges 1,767 — Lucid Diagnostics Inc. issuance of common stock for settlement of APA-RDx installment payment 427 — Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise 694 — Lucid Diagnostics Inc. Employee Stock Purchase Plan Purchase 109 — Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 10,371 9,134 Stock-based compensation expense - Veris Health Inc. 2021 Equity Plan 6 — NCI – equity (deficit) – end of period $ 19,608 $ 17,752 The consolidated NCI presented above is with respect to the Company’s consolidated majority-owned subsidiaries, inclusive of: Lucid Diagnostics Inc., Veris Health Inc. and Solys Diagnostics Inc., as a component of consolidated total stockholders’ equity as of September 30, 2022 and December 31, 2021; and the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated statement of operations with respect to Lucid Diagnostics Inc. and Solys Diagnostics Inc. for the three and nine months ended September 30, 2022 and 2021; and with respect to Veris Health Inc. for the three and nine months ended September 30, 2022 and from the period of May 28, 2021 to September 30, 2021 (as the Veris Health Inc. inception date was May 28, 2021). Lucid Diagnostics Inc. As of September 30, 2022, there were 37,016,225 27,927,190 On March 28, 2022, Lucid Diagnostics, Inc. entered into a committed equity facility with an affiliate of Cantor Fitzgerald (“Cantor”). Under the terms of the committed equity facility, Cantor has committed to purchase up to $ 50 680,263 1,807 Veris Health Inc. As of September 30, 2022, there were 8,000,000 80.44 19.56 Solys Diagnostics Inc. As of each of September 30, 2022 and December 31, 2021, there were 9,189,190 90.3235 9.6765 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 16 — Net Loss Per Share The “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the respective periods indicated - is as follows: Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net loss - before noncontrolling interest $ (29,932 ) $ (13,668 ) $ (78,666 ) $ (36,447 ) Net loss attributable to noncontrolling interest 3,806 1,441 10,143 3,318 Net loss - as reported, attributable to PAVmed Inc. $ (26,126 ) $ (12,227 ) $ (68,523 ) $ (33,129 ) Series B Convertible Preferred Stock dividends – earned $ (71 ) $ (67 ) $ (209 ) $ (216 ) Net loss attributable to PAVmed Inc. common stockholders $ (26,197 ) $ (12,294 ) $ (68,732 ) $ (33,345 ) Denominator Weighted average common shares outstanding, basic and diluted 89,758,927 83,307,170 87,724,124 79,873,583 Net loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (0.29 ) $ (0.15 ) $ (0.78 ) $ (0.41 ) Net loss attributable to PAVmed Inc. common stockholders $ (0.29 ) $ (0.15 ) $ (0.78 ) $ (0.42 ) The common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive, are as follows: The Series B Convertible Preferred Stock dividends earned as of each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period presented. Notwithstanding, the Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by the Company’s board of directors. Basic weighted-average number of shares of common stock outstanding for the periods ended September 30, 2022 and 2021 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. The common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows: Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share 2022 2021 September 30, 2022 2021 Stock options and restricted stock awards 12,586,571 10,214,448 Series Z Warrants 11,937,450 13,887,814 Series W Warrants — 377,873 Series B Convertible Preferred Stock 1,182,101 1,091,448 Total 25,706,122 25,571,583 The total stock options and restricted stock awards are inclusive of 500,854 100,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 6, 2022, except as otherwise noted herein below. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of PAVmed Inc. and Subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”), and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority-ownership interest and has controlling financial interest in each of: Lucid Diagnostics Inc., Veris Health Inc., and Solys Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’ equity (deficit), including the recognition in the unaudited condensed consolidated statement of operations of a net loss attributable to the noncontrolling interest based on the respective minority-interest equity ownership of each majority-owned subsidiary. See Note 15, Noncontrolling Interest As permitted under SEC rules, certain footnotes or other financial information normally required by U.S. GAAP have been condensed or omitted. The balance sheet as of December 31, 2021 has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair presentation of the Company’s unaudited condensed consolidated financial information. Note 2 — Summary of Significant Accounting Policies The consolidated results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the consolidated results to be expected for the year ending December 31, 2022 or for any other interim period or for any other future periods. The accompanying unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read in conjunction with the PAVmed Inc and Subsidiaries audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 6, 2022. All amounts in the accompanying unaudited condensed consolidated financial statements and these notes thereto are presented in thousands of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts. |
Reclassifications | Reclassifications Certain prior-year amounts have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes to the unaudited condensed consolidated financial statements. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. |
Use of Estimates | Use of Estimates In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and the determination of corresponding carrying value reserve, if any, and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the estimated fair value of debt obligations, stock-based equity awards, intangible assets and common stock purchase warrants. Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. Additionally, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. |
Leases | Leases The Company adopted FASB ASC Topic 842, Leases All significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC 842, wherein, if the contractual arrangement: involves the use of a distinct identified asset; provides for the right to substantially all the economic benefits from the use of the asset throughout the contractual period; and provides for the right to direct the use of the asset. A lease agreement is accounted for as either a finance lease (generally with respect real estate) or an operating lease (generally with respect to equipment). Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability. A lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents its contractual obligation to make lease payments. The lease ROU asset is measured at the lease commencement date as the present value of the future lease payments plus initial direct costs incurred. The Company recognizes lease expense of the amortization of the lease ROU asset for an operating lease on a straight-line basis over the lease term; and for financing leases on a straight-line basis unless another basis is more representative of the pattern of economic benefit. The operating ROU asset also includes any lease incentives received for improvements to leased property, when the improvements are lessee-owned. For improvements to leased property that are lessor-owned, the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over the life of the lease. The lease liability is measured at the lease commencement date with the discount rate generally based on the Company’s incremental borrowing rate (to the extent the lease implicit rate is not known nor determinable), with interest expense recognized using the interest method for financing leases. Certain leases may include options to extend or terminate the agreement. The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. As well, an option to terminate is considered unless it is reasonably certain the Company will not exercise the option. The Company elected the practical expedient to not recognize a lease ROU asset and lease payment liability for leases with a term of twelve months or less (“short-term leases”), resulting in the aggregate lease payments being recognized on a straight line basis over the lease term. The Company’s leases with a commencement date prior to January 1, 2022 were short-term leases and therefore did not require recording a ROU asset or lease liability at December 31, 2021. Additionally, the Company elected the practical expedient to not separate lease and non-lease components. Note 2 — Summary of Significant Accounting Policies |
Fair Value Option (“FVO”) Election | Fair Value Option (“FVO”) Election Under a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election” as discussed below. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivative and Hedging Alternatively, FASB ASC Topic 825, Financial Instruments See Note 10, Financial Instruments Fair Value Measurements Debt |
Revenue Recognition | Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its EsoGuard Esophageal DNA tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal entity. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The key aspects considered by the Company include the following: Contracts Performance obligations Note 2 — Summary of Significant Accounting Policies Transaction price If the consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled in exchange for the promised goods or services. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider. As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated expected variable consideration, with the change in estimate recognized in the period of such revised estimate. With respect to a contracted service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with realization of such fixed consideration deemed probable based upon actual historical experience. Allocate transaction price Practical Expedients |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Incurred Expenses of Minority Shareholders | Case Western Reserve University (“CWRU”) and each of the three physician inventors (“Physician Inventors”) of the intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc. The expenses incurred with respect to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying consolidated statement of operations for the periods indicated are summarized as follows: Schedule of Incurred Expenses of Minority Shareholders Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of Revenue CWRU – Royalty Fee $ 4 $ 10 $ 13 $ 10 Cost of Revenue $ 4 $ 10 $ 13 $ 10 General and Administrative Expense CWRU – License Agreement - Amendment Fee - Milestone III — 10 — 10 Stock-based compensation expense – Physician Inventors’ restricted stock awards 275 273 819 637 Research and Development Expense Amended CWRU License Agreement - reimbursement of patent legal fees — 82 209 195 Fees - Physician Inventors’ consulting agreements 15 8 32 22 Sponsored research agreement 4 — 6 — Stock-based compensation expense – Physician Inventors’ stock options 52 56 151 114 Total Related Party Expenses $ 350 $ 439 $ 1,230 $ 988 |
Prepaid Expenses, Deposits, a_2
Prepaid Expenses, Deposits, and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses Deposits And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: Schedule of Prepaid Expenses and Other Current Assets September 30, 2022 December 31, 2021 Advanced payments to service providers and suppliers $ 581 $ 808 Prepaid insurance 453 1,856 Deposits 3,980 1,989 EsoCheck cell collection supplies 55 434 EsoGuard mailer supplies 49 59 CarpX devices 45 33 Total prepaid expenses, deposits and other current assets $ 5,163 $ 5,179 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of Future Minimum Lease Payments for Capital Leases | The Company’s future lease payments as of September 30, 2022, which are presented as operating lease liabilities, current portion and operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows: Schedule of Future Minimum Lease Payments for Capital Leases 2022 (remainder of year) $ 299 2023 1,229 2024 1,184 2025 288 2026 272 Thereafter 132 Total lease payments $ 3,404 Less: imputed interest (379 ) Present value of lease liabilities $ 3,025 |
Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases | Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 763 $ — Non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,753 $ — Weighted-average remaining lease term - operating leases (in years) 3.08 — Weighted-average discount rate - operating leases 7.875 % — % |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Accumulated Amortization | Intangible assets, less accumulated amortization, consisted of the following as of: Schedule of Intangible Assets Accumulated Amortization Estimated Useful Life September 30, 2022 December 31, 2021 Defensive asset 60 months $ 2,105 $ 2,105 Laboratory licenses and certifications and laboratory information management software 24 months 3,200 — Other 1 year 70 70 Total Intangible assets 5,375 2,175 Less Accumulated Amortization (1,425 ) (146 ) Intangible Assets, net $ 3,950 $ 2,029 |
Schedule of Estimated Amortization Expense for Intangible Assets | Schedule of Estimated Amortization Expense for Intangible Assets 2022 (remainder of year) $ 504 2023 2,021 2024 688 2025 421 2026 316 Total $ 3,950 |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The fair value hierarchy table for the reporting date noted is as follows: Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level-1 Inputs Level-2 Inputs Level-3 Inputs Total September 30, 2022 Senior Secured Convertible Note - April 2022 $ — $ — $ 23,500 $ 23,500 Senior Secured Convertible Note - September 2022 $ — $ — $ 12,000 $ 12,000 Totals $ — $ — $ 35,500 $ 35,500 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. There were no transfers between the respective Levels during the period ended September 30, 2022. |
Schedule of Fair Value Assumption Used | The estimated fair value of the April 2022 Senior Convertible Note as of each of April 4, 2022 and September 30, 2022, and the estimated fair value of the September 2022 Senior Convertible Note as of each of September 8, 2022 and September 30, 2022 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions: Schedule of Fair Value Assumption Used April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: April 2022 Senior Convertible Note: September 2022 Senior Convertible Note: Fair Value $ 30,100 $ 12,200 $ 23,500 $ 12,000 Face value principal payable $ 27,500 $ 11,250 $ 22,511 $ 11,250 Required rate of return 7.875 % 7.875 % 11.50 % 11.60 % Conversion Price $ 5.00 $ 5.00 $ 5.00 $ 5.00 Value of common stock $ 1.26 $ 1.21 $ 0.86 $ 0.86 Expected term (years) 2.00 2.00 1.30 1.94 Volatility 115.00 % 120.00 % 135.00 % 135.00 % Risk free rate 2.40 % 3.42 % 4.02 % 4.12 % Dividend yield — % — % — % — % |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The fair value and face value principal outstanding of the Senior Convertible Notes as of September 30, 2022 are as follows: Summary of Outstanding Debt Contractual Maturity Date Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value April 2022 Senior Convertible Note April 4, 2024 7.875 % $ 5.00 $ 22,511 $ 23,500 September 2022 Senior Convertible Note September 6, 2024 7.875 % $ 5.00 $ 11,250 $ 12,000 Balance as of September 30, 2022 $ 33,761 $ 35,500 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Stock-Based Compensation Awards Granted | The consolidated stock-based compensation expense recognized by each of PAVmed Inc. and Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Schedule of Stock-Based Compensation Awards Granted Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 9 $ — $ 9 $ — Sales and marketing expenses 643 327 1,859 814 General and administrative expenses 3,854 3,353 12,016 9,088 Research and development expenses 258 310 699 727 Total stock-based compensation expense $ 4,764 $ 3,990 $ 14,583 $ 10,629 |
Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses | Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Lucid Diagnostics Inc 2018 Equity Plan – cost of revenue $ 9 $ — $ 9 $ — Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses 253 — 733 — Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses 2,990 2,695 9,504 5,988 Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses 28 21 125 57 PAVmed Inc 2014 Equity Plan - sales and marketing expenses 161 — 497 — PAVmed Inc 2014 Equity Plan - general and administrative expenses 78 — 224 — PAVmed Inc 2014 Equity Plan - research and development expenses 52 56 159 111 Total stock-based compensation expense – recognized by Lucid Diagnostics Inc $ 3,571 $ 2,772 $ 11,251 $ 6,156 Total stock-based compensation expense $ 3,571 $ 2,772 $ 11,251 $ 6,156 |
Schedule of Unrecognized Compensation Expense | The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, is as follows: Schedule of Unrecognized Compensation Expense Unrecognized Weighted Average PAVmed Inc. 2014 Equity Plan Stock Options $ 8,424 2.1 Restricted Stock Awards $ 1,222 0.9 Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 3,791 2.4 Restricted Stock Awards $ 7,165 0.8 |
2014 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | PAVmed Inc. stock options granted under the PAVmed Inc. 2014 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 8,720,198 $ 3.39 6.8 $ 3,516 Granted (1) 4,734,350 $ 1.54 Exercised (299,999 ) $ 1.01 Forfeited (1,542,978 ) $ 3.13 Outstanding stock options at September 30, 2022 (3) 11,611,571 $ 2.73 7.7 $ — Vested and exercisable stock options at September 30, 2022 6,623,157 $ 3.01 6.5 $ — (1) Stock options granted under the PAVmed Inc. 2014 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of September 30, 2022 and December 31, 2021 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 500,854 |
Schedule of Restricted Stock Award Activity | PAVmed Inc. restricted stock awards granted under the PAVmed Inc. 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,666,666 $ 2.36 Granted — — Vested (541,666 ) 1.20 Forfeited (150,000 ) 2.04 Unvested restricted stock awards as of September 30, 2022 (1) 975,000 $ 3.05 (1) The unvested restricted stock awards presented in the table above, are inclusive of 100,000 |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Nine Months Ended September 30, 2022 2021 Expected term of stock options (in years) 5.8 5.6 Expected stock price volatility 86.0 % 76.0 % Risk free interest rate 2.9 % 0.9 % Expected dividend yield — % — % |
2018 Equity Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | Lucid Diagnostics Inc. stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and stock options granted outside such plan are summarized as follows: Schedule of Summarizes Information About Stock Options Number of Stock Options Weighted Average Exercise Price Remaining Contractual Term (Years) Intrinsic Value (2) Outstanding stock options at December 31, 2021 1,419,242 $ 0.73 7.0 $ 6,665 Granted (1) 2,320,000 $ 3.71 Exercised (964,717 ) $ 0.72 Forfeited (141,436 ) $ 4.33 Outstanding stock options at September 30, 2022 (3) 2,633,089 $ 3.17 8.6 $ 499 Vested and exercisable stock options at September 30, 2022 960,364 $ 2.33 7.2 $ 499 (1) Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant. (2) The intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics Inc. common stock on each of September 30, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc. stock options, to the extent such quoted price is greater than the exercise price. (3) The outstanding stock options presented in the table above, are inclusive of 423,300 |
Schedule of Restricted Stock Award Activity | Lucid Diagnostics Inc. restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows: Schedule of Restricted Stock Award Activity Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested restricted stock awards as of December 31, 2021 1,940,740 $ 12.76 Granted 320,000 4.53 Vested (169,320 ) 13.48 Forfeited — — Unvested restricted stock awards as of September 30, 2022 (1) 2,091,420 $ 11.44 (1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions Nine Months Ended September 30, 2022 Expected term of stock options (in years) 5.8 Expected stock price volatility 72.0 % Risk free interest rate 3.2 % Expected dividend yield — % |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Interest of Stockholders' Equity | The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity is summarized for the periods indicated as follows: Schedule of Noncontrolling Interest of Stockholders' Equity September 30, 2022 December 31, 2021 NCI – equity (deficit) – beginning of period $ 17,752 $ (2,369 ) Investment in Veris Health Inc. — 6 Net loss attributable to NCI – Lucid Diagnostics Inc. (9,032 ) (5,779 ) Net loss attributable to NCI – Solys Diagnostics Inc. (6 ) — Net loss attributable to NCI – Veris Health Inc. (1,105 ) — Impact of subsidiary equity transactions (1,375 ) 16,760 Lucid Diagnostics Inc. proceeds from Committed Equity Facility, net of deferred financing charges 1,767 — Lucid Diagnostics Inc. issuance of common stock for settlement of APA-RDx installment payment 427 — Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise 694 — Lucid Diagnostics Inc. Employee Stock Purchase Plan Purchase 109 — Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan 10,371 9,134 Stock-based compensation expense - Veris Health Inc. 2021 Equity Plan 6 — NCI – equity (deficit) – end of period $ 19,608 $ 17,752 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share | The “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the respective periods indicated - is as follows: Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net loss - before noncontrolling interest $ (29,932 ) $ (13,668 ) $ (78,666 ) $ (36,447 ) Net loss attributable to noncontrolling interest 3,806 1,441 10,143 3,318 Net loss - as reported, attributable to PAVmed Inc. $ (26,126 ) $ (12,227 ) $ (68,523 ) $ (33,129 ) Series B Convertible Preferred Stock dividends – earned $ (71 ) $ (67 ) $ (209 ) $ (216 ) Net loss attributable to PAVmed Inc. common stockholders $ (26,197 ) $ (12,294 ) $ (68,732 ) $ (33,345 ) Denominator Weighted average common shares outstanding, basic and diluted 89,758,927 83,307,170 87,724,124 79,873,583 Net loss per share Basic and diluted Net loss - as reported, attributable to PAVmed Inc. $ (0.29 ) $ (0.15 ) $ (0.78 ) $ (0.41 ) Net loss attributable to PAVmed Inc. common stockholders $ (0.29 ) $ (0.15 ) $ (0.78 ) $ (0.42 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share 2022 2021 September 30, 2022 2021 Stock options and restricted stock awards 12,586,571 10,214,448 Series Z Warrants 11,937,450 13,887,814 Series W Warrants — 377,873 Series B Convertible Preferred Stock 1,182,101 1,091,448 Total 25,706,122 25,571,583 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue | $ 76 | $ 200 | $ 265 | $ 200 | |
Revenues | 189 | ||||
Monthly fees | 100 | ||||
Cost of revenue | $ 1,626 | $ 144 | $ 1,996 | $ 144 | |
Eso Guard Commercialization Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cost of revenue | $ 369 |
Schedule of Incurred Expenses o
Schedule of Incurred Expenses of Minority Shareholders (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cost of Revenue | ||||
Cost of Revenue | $ 1,626 | $ 144 | $ 1,996 | $ 144 |
Research and Development Expense | ||||
Total Related Party Expenses | 350 | 439 | 1,230 | 988 |
General and Administrative Expense [Member] | ||||
General and Administrative Expense | ||||
Amended CWRU License Agreement - reimbursement of patent legal fees | 10 | 10 | ||
Stock-based compensation expense – Physician Inventors’ stock options | 275 | 273 | 819 | 637 |
Research and Development Expense [Member] | ||||
General and Administrative Expense | ||||
Amended CWRU License Agreement - reimbursement of patent legal fees | 82 | 209 | 195 | |
Stock-based compensation expense – Physician Inventors’ stock options | 52 | 56 | 151 | 114 |
Research and Development Expense | ||||
Fees - Physician Inventors’ consulting agreements | 15 | 8 | 32 | 22 |
Sponsored research agreement | 4 | 6 | ||
Royalty [Member] | ||||
Cost of Revenue | ||||
Cost of Revenue | $ 4 | $ 10 | $ 13 | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
General and administrative expense | $ 10,320 | $ 6,109 | $ 30,982 | $ 16,314 |
Consulting Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
General and administrative expense | $ 8 | $ 45 | ||
Consulting Agreement [Member] | Board of Directors Chairman [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
General and administrative expense | $ 8 | $ 21 |
Asset Purchase Agreement and _2
Asset Purchase Agreement and Management Services Agreement (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Payment to acquire business net of cash acquired | $ 1,000 | $ 3,200 | $ 147 | |
Asset Purchase Agreement [Member] | Research Dx Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price consideration | $ 3,200 | |||
Intangible asset | 3,200 | |||
Purchase Asset Agreement [Member] | Research Dx Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Installment payments | $ 3,000 | |||
Stock issued during period shares new issued | 82,618 | 199,989 | ||
Purchase price consideration estimated fair value | $ 188 | $ 427 | ||
Management Services Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Intial services fee | $ 150 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses Deposits And Other Current Assets | ||
Advanced payments to service providers and suppliers | $ 581 | $ 808 |
Prepaid insurance | 453 | 1,856 |
Deposits | 3,980 | 1,989 |
EsoCheck cell collection supplies | 55 | 434 |
EsoGuard mailer supplies | 49 | 59 |
CarpX devices | 45 | 33 |
Total prepaid expenses, deposits and other current assets | $ 5,163 | $ 5,179 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments for Capital Leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
2022 (remainder of year) | $ 299 |
2023 | 1,229 |
2024 | 1,184 |
2025 | 288 |
2026 | 272 |
Thereafter | 132 |
Total lease payments | 3,404 |
Less: imputed interest | (379) |
Present value of lease liabilities | $ 3,025 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 763 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,753 | |
Weighted-average remaining lease term - operating leases (in years) | 3 years 29 days | |
Weighted-average discount rate - operating leases | 7.875% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Operating lease, right-of-use assets | $ 3,079 | |
Operating lease obligations | 3,025 | |
Operating lease, liability, current | 1,027 | |
Operating lease liability noncurrent | 1,998 | |
Payments for Rent | $ 3,200 | |
Lease Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lessee operating lease description | The lease agreement term is from the September 15, 2022 execution date to the date which is seven years and eight months from the lease commencement date, with the rent abated for the first eight months of the lease term |
Schedule of Intangible Assets A
Schedule of Intangible Assets Accumulated Amortization (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Impairment Effects on Earnings Per Share [Line Items] | ||
Total Intangible assets | $ 5,375 | $ 2,175 |
Less Accumulated Amortization | (1,425) | (146) |
Total Intangible Assets, net | $ 3,950 | 2,029 |
Defensive Asset [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Finite lived intangible asset, useful life | 60 months | |
Total Intangible assets | $ 2,105 | 2,105 |
Laboratory Information Management Software [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Finite lived intangible asset, useful life | 24 months | |
Total Intangible assets | $ 3,200 | |
Other Infinite Lived Intangible Asset [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Finite lived intangible asset, useful life | 1 year | |
Total Intangible assets | $ 70 | $ 70 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remainder of year) | $ 504 | |
2023 | 2,021 | |
2024 | 688 | |
2025 | 421 | |
2026 | 316 | |
Total | $ 3,950 | $ 2,029 |
Intangible Assets, net (Details
Intangible Assets, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 05, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Impairment Effects on Earnings Per Share [Line Items] | |||||
Amortization of intangible assets | $ 505 | $ 17 | $ 1,278 | $ 23 | |
Defensive Technology [Member] | |||||
Impairment Effects on Earnings Per Share [Line Items] | |||||
Useful life | 60 months | ||||
Defensive Technology [Member] | Cap Nostics LLC [Member] | |||||
Impairment Effects on Earnings Per Share [Line Items] | |||||
Assets acquisition consideration transferred | $ 2,100 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) $ in Thousands | Nov. 02, 2020 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Court in excess | $ 450 |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | Sep. 30, 2022 USD ($) | [1] |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 35,500 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 35,500 | |
April 2022 Senior Secured Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 23,500 | |
April 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
April 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
April 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 23,500 | |
September 2022 Senior Secured Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | 12,000 | |
September 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
September 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | ||
September 2022 Senior Secured Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability | $ 12,000 | |
[1]As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. There were no transfers between the respective Levels during the period ended September 30, 2022. |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption Used (Details) $ in Thousands | Sep. 30, 2022 USD ($) | Sep. 08, 2022 USD ($) | Apr. 04, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value | $ 35,500 | ||
Face value principal payable | 33,761 | ||
April 2022 Senior Secured Convertible Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value | 23,500 | $ 30,100 | |
Face value principal payable | $ 22,511 | $ 27,500 | |
Expected term years | 1 year 3 months 18 days | 2 years | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input Required Rate Of Return [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 11.50 | 7.875 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Conversion Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 5 | 5 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 0.86 | 1.26 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 135 | 115 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 4.02 | 2.40 | |
April 2022 Senior Secured Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | |||
September 2022 Senior Convertible Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value | $ 12,000 | $ 12,200 | |
Face value principal payable | $ 11,250 | $ 11,250 | |
Expected term years | 1 year 11 months 8 days | 2 years | |
September 2022 Senior Convertible Note [Member] | Measurement Input Required Rate Of Return [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 11.60 | 7.875 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Conversion Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 5 | 5 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 0.86 | 1.21 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 135 | 120 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input | 4.12 | 3.42 | |
September 2022 Senior Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value assumption measurement input |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Mar. 31, 2023 | Mar. 06, 2023 | Oct. 04, 2022 | Sep. 08, 2022 | Aug. 31, 2022 | Apr. 04, 2022 | Nov. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 14, 2022 | Oct. 03, 2022 | Aug. 09, 2022 | Mar. 31, 2022 | |
Debt Instrument face amount | $ 33,761 | $ 33,761 | |||||||||||||
Interest expense | 525 | 1,049 | |||||||||||||
Repayment of convertible debt | 14,816 | ||||||||||||||
Debt instrument fair value | 35,500 | 35,500 | |||||||||||||
Debt extinguishment loss | 5,100 | $ 3,715 | |||||||||||||
April 2022 Senior Convertible Note [Member] | |||||||||||||||
Debt Instrument face amount | $ 27,500 | $ 22,511 | $ 22,511 | ||||||||||||
Debt instrument stated percentage | 7.875% | 7.875% | 7.875% | ||||||||||||
Debt instrument conversion price per share | $ 5 | $ 5 | $ 5 | ||||||||||||
Proceeds from convertible debt | $ 25,000 | ||||||||||||||
Debt fees amount | 2,500 | ||||||||||||||
Offering costs | 601 | ||||||||||||||
Placement agent fees | $ 450 | ||||||||||||||
Interest expense | $ 54 | $ 54 | |||||||||||||
Debt instrument maturity date | Apr. 04, 2024 | ||||||||||||||
Deb instrument description | The Company is subject to financial covenants requiring: (i) a minimum of $8.0 million of available cash at all times; (ii) the ratio of (a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (except that such maximum percentage is 50% for the period from September 8, 2022 through March 5, 2023) (the “Debt to Market Cap Ratio Test”); and (iii) the Company’s market capitalization to at no time be less than $75 million. (the “Market Cap Test” and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”). The Company is in compliance with the above covenants | ||||||||||||||
Debt instrument fair value | 23,500 | $ 23,500 | |||||||||||||
April 2022 Senior Convertible Note [Member] | Subsequent Event [Member] | |||||||||||||||
Interest expense | $ 76 | ||||||||||||||
September 2022 Senior Convertible Note [Member] | |||||||||||||||
Debt Instrument face amount | $ 11,250 | $ 11,250 | $ 11,250 | ||||||||||||
Debt instrument stated percentage | 7.875% | 7.875% | 7.875% | ||||||||||||
Debt instrument conversion price per share | $ 5 | $ 5 | $ 5 | ||||||||||||
Proceeds from convertible debt | $ 10,200 | ||||||||||||||
Debt fees amount | 1,000 | ||||||||||||||
Offering costs | 209 | ||||||||||||||
Placement agent fees | 184 | ||||||||||||||
Debt instrument maturity date | Sep. 06, 2024 | ||||||||||||||
Debt instrument fair value | $ 12,200 | $ 12,000 | $ 12,000 | ||||||||||||
Senior Convertible Note [Member] | |||||||||||||||
Debt Instrument face amount | $ 4,989 | ||||||||||||||
Senior Convertible Note [Member] | Subsequent Event [Member] | |||||||||||||||
Debt Instrument face amount | 424 | ||||||||||||||
Debt instrument interest expense | 4 | ||||||||||||||
Issuance of common stock share | 500,857 | ||||||||||||||
Investor [Member] | |||||||||||||||
Debt instrument stated percentage | 82.50% | ||||||||||||||
Debt instrument conversion price per share | $ 5 | ||||||||||||||
Sale of stock per share | $ 0.18 | ||||||||||||||
Repayment of convertible debt | $ 4,989 | ||||||||||||||
Debt instrument interest expense | $ 11 | ||||||||||||||
Issuance of common stock share | 5,013,908 | ||||||||||||||
Debt instrument fair value | $ 10,112 | ||||||||||||||
Investor [Member] | Senior Convertible Note [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument face amount | $ 5,000 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Interest expense | 481 | 1,005 | |||||||||||||
Securities Purchase Agreement [Member] | Forecast [Member] | |||||||||||||||
Principal repayment | $ 296 | ||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Debt Instrument face amount | $ 27,500 | ||||||||||||||
Debt instrument stated percentage | 7.875% | 7.875% | |||||||||||||
Interest expense | $ 153 | ||||||||||||||
Debt instrument maturity date | Apr. 04, 2024 | ||||||||||||||
Principal repayment | $ 724 | ||||||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | |||||||||||||||
Debt Instrument face amount | $ 50,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Additional Issuance [Member] | |||||||||||||||
Debt Instrument face amount | $ 11,250 | $ 11,250 | 11,250 | ||||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Initial Issuance [Member] | |||||||||||||||
Debt Instrument face amount | 27,500 | ||||||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Additional Issuance [Member] | |||||||||||||||
Debt Instrument face amount | $ 22,500 | ||||||||||||||
Securities Purchase Agreement [Member] | Accredited Institutional Investor [Member] | Additional Issuance [Member] | Forecast [Member] | |||||||||||||||
Deb instrument description | (a) the outstanding principal amount of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (and any additional notes issued under the SPA dated March 31, 2022), accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market capitalization over the prior ten trading days, to exceed 25%. If the Company does not issue the additional notes contemplated by any such written notice, or if the Investor is unable to deliver any such notice prior to March 31, 2024 as a result of the limitation described in the preceding sentence, then the Company will be obligated to pay up to a maximum of a $1.35 million a break-up fee |
Summary of Outstanding Debt (De
Summary of Outstanding Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 08, 2022 | Apr. 04, 2022 | |
Face Value Principal Outstanding | $ 33,761 | ||
Fair Value | $ 35,500 | ||
April 2022 Senior Convertible Note [Member] | |||
Maturity Date | Apr. 04, 2024 | ||
Stated Interest Rate | 7.875% | 7.875% | |
Conversion Price | $ 5 | $ 5 | |
Face Value Principal Outstanding | $ 22,511 | $ 27,500 | |
Fair Value | $ 23,500 | ||
September 2022 Senior Convertible Note [Member] | |||
Maturity Date | Sep. 06, 2024 | ||
Stated Interest Rate | 7.875% | 7.875% | |
Conversion Price | $ 5 | $ 5 | |
Face Value Principal Outstanding | $ 11,250 | $ 11,250 | |
Fair Value | $ 12,000 | $ 12,200 |
Schedule of Summarizes Informat
Schedule of Summarizes Information About Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | |||
2014 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 8,720,198 | |||
Weighted Average Exercise Price, Beginning Balance | $ 3.39 | |||
Remaining Contractual Term (Years) | 6 years 9 months 18 days | |||
Intrinsic Value Outstanding, Beginning Balance | [1] | $ 3,516 | ||
Number of Stock Options, Granted | [2] | 4,734,350 | ||
Weighted Average Exercise Price, Granted | [2] | $ 1.54 | ||
Number of Stock Option, Exercised | (299,999) | |||
Weighted Average Exercise Price, Exercised | $ 1.01 | |||
Number of Stock Option, Forfeited | (1,542,978) | |||
Weighted Average Exercise Price, Forfeited | $ 3.13 | |||
Number of Stock Options Outstanding, Ending Balance | 11,611,571 | [3] | 8,720,198 | |
Weighted Average Exercise Price, Ending Balance | $ 2.73 | [3] | $ 3.39 | |
Remaining Contractual Term (Years) | [3] | 7 years 8 months 12 days | ||
Intrinsic Value Outstanding, Ending Balance | [1] | [3] | $ 3,516 | |
Number of Stock Options Vested and exercisable stock options | 6,623,157 | |||
Weighted Average Exercise Price, Vested and exercisable stock options | $ 3.01 | |||
Remaining Contractual Term (Years), Vested and exercisable stock options | 6 years 6 months | |||
Intrinsic Value Exercisable, Ending Balance | [1] | |||
2018 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 1,419,242 | |||
Weighted Average Exercise Price, Beginning Balance | $ 0.73 | |||
Remaining Contractual Term (Years) | 7 years | |||
Intrinsic Value Outstanding, Beginning Balance | [4] | $ 6,665 | ||
Number of Stock Options, Granted | 2,320,000 | |||
Weighted Average Exercise Price, Granted | $ 3.71 | |||
Number of Stock Option, Exercised | (964,717) | |||
Weighted Average Exercise Price, Exercised | $ 0.72 | |||
Number of Stock Option, Forfeited | (141,436) | |||
Weighted Average Exercise Price, Forfeited | $ 4.33 | |||
Number of Stock Options Outstanding, Ending Balance | 2,633,089 | 1,419,242 | ||
Weighted Average Exercise Price, Ending Balance | $ 3.17 | $ 0.73 | ||
Remaining Contractual Term (Years) | 8 years 7 months 6 days | |||
Intrinsic Value Outstanding, Ending Balance | [4] | $ 499 | [5] | $ 6,665 |
Number of Stock Options Vested and exercisable stock options | 960,364 | |||
Weighted Average Exercise Price, Vested and exercisable stock options | $ 2.33 | |||
Remaining Contractual Term (Years), Vested and exercisable stock options | 7 years 2 months 12 days | |||
Intrinsic Value Exercisable, Ending Balance | [4] | $ 499 | ||
2018 Equity Plan [Member] | Parent Company [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options, Granted | 500,854 | 500,854 | ||
[1]The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of September 30, 2022 and December 31, 2021 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price.[2]Stock options granted under the PAVmed Inc. 2014 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.[3]The outstanding stock options presented in the table above, are inclusive of 500,854 423,300 |
Schedule of Summarizes Inform_2
Schedule of Summarizes Information About Stock Options (Details) (Parenthetical) - 2018 Equity Plan [Member] - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stock options, Granted | 2,320,000 | |
Lucid Diagnostics Inc [Member] | ||
Stock options, Granted | 423,300 | 423,300 |
Parent Company [Member] | ||
Stock options, Granted | 500,854 | 500,854 |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Award Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | |||
2014 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unvested restricted stock, shares | 100,000 | 100,000 | ||
2014 Equity Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 1,666,666 | |||
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ 2.36 | |||
Number of Stock Options, Granted | [1] | |||
Weighted Average Grant Date Fair Value, Granted | [1] | |||
Number of Stock Options, Vested | (541,666) | |||
Weighted Average Grant Date Fair Value, Vested | $ 1.20 | |||
Number of Stock Options, Forfeited | (150,000) | |||
Weighted Average Grant Date Fair Value, Forfeited | $ 2.04 | |||
Number of Stock Options Outstanding, Ending Balance | 975,000 | [1] | 1,666,666 | |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ 3.05 | [1] | $ 2.36 | |
Number of Stock Options, Forfeited | 150,000 | |||
2018 Equity Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unvested restricted stock, shares | 50,000 | 50,000 | ||
2018 Equity Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Stock Options Outstanding, Beginning Balance | 1,940,740 | |||
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ 12.76 | |||
Number of Stock Options, Granted | 320,000 | |||
Weighted Average Grant Date Fair Value, Granted | $ 4.53 | |||
Number of Stock Options, Vested | (169,320) | |||
Weighted Average Grant Date Fair Value, Vested | $ 13.48 | |||
Number of Stock Options, Forfeited | ||||
Weighted Average Grant Date Fair Value, Forfeited | ||||
Number of Stock Options Outstanding, Ending Balance | 2,091,420 | 1,940,740 | ||
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ 11.44 | $ 12.76 | ||
Number of Stock Options, Forfeited | ||||
[1]The unvested restricted stock awards presented in the table above, are inclusive of 100,000 |
Schedule of Restricted Stock _2
Schedule of Restricted Stock Award Activity (Details) (Parenthetical) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
2014 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unvested restricted stock, shares | 100,000 | 100,000 |
2018 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unvested restricted stock, shares | 50,000 | 50,000 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Awards Granted (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total stock-based compensation expense | $ 4,764 | $ 3,990 | $ 14,583 | $ 10,629 |
Cost Of Revenue [Member] | ||||
Total stock-based compensation expense | 9 | 9 | ||
Sales And Marketing Expenses [Member] | ||||
Total stock-based compensation expense | 643 | 327 | 1,859 | 814 |
General And Administrative [Member] | ||||
Total stock-based compensation expense | 3,854 | 3,353 | 12,016 | 9,088 |
Research and Development Expense [Member] | ||||
Total stock-based compensation expense | $ 258 | $ 310 | $ 699 | $ 727 |
Schedule of Stock-Based Compe_2
Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total stock-based compensation expense | $ 4,764 | $ 3,990 | $ 14,583 | $ 10,629 |
Lucid Diagnostics Inc [Member] | ||||
Total stock-based compensation expense | 3,571 | 2,772 | 11,251 | 6,156 |
Cost Of Revenue [Member] | ||||
Total stock-based compensation expense | 9 | 9 | ||
Sales And Marketing Expenses [Member] | ||||
Total stock-based compensation expense | 643 | 327 | 1,859 | 814 |
Research and Development Expense [Member] | ||||
Total stock-based compensation expense | 258 | 310 | 699 | 727 |
Lucid Diagnostics Inc. 2018 Equity Plan [Member] | Cost Of Revenue [Member] | ||||
Total stock-based compensation expense | 9 | 9 | ||
Lucid Diagnostics Inc. 2018 Equity Plan [Member] | Sales And Marketing Expenses [Member] | ||||
Total stock-based compensation expense | 253 | 733 | ||
Lucid Diagnostics Inc. 2018 Equity Plan [Member] | General and Administrative Expense [Member] | ||||
Total stock-based compensation expense | 2,990 | 2,695 | 9,504 | 5,988 |
Lucid Diagnostics Inc. 2018 Equity Plan [Member] | Research and Development Expense [Member] | ||||
Total stock-based compensation expense | 28 | 21 | 125 | 57 |
PAVmed Inc. 2014 Equity Plan [Member] | Sales And Marketing Expenses [Member] | ||||
Total stock-based compensation expense | 161 | 497 | ||
PAVmed Inc. 2014 Equity Plan [Member] | General and Administrative Expense [Member] | ||||
Total stock-based compensation expense | 78 | 224 | ||
PAVmed Inc. 2014 Equity Plan [Member] | Research and Development Expense [Member] | ||||
Total stock-based compensation expense | $ 52 | $ 56 | $ 159 | $ 111 |
Schedule of Unrecognized Compen
Schedule of Unrecognized Compensation Expense (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
PAVmed Inc. 2014 Equity Plan [Member] | Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 8,424 |
Weighted Average Remaining Service Period | 2 years 1 month 6 days |
PAVmed Inc. 2014 Equity Plan [Member] | Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 1,222 |
Weighted Average Remaining Service Period | 10 months 24 days |
Lucid Diagnostics Inc. 2018 Equity Plan [Member] | Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 3,791 |
Weighted Average Remaining Service Period | 2 years 4 months 24 days |
Lucid Diagnostics Inc. 2018 Equity Plan [Member] | Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Expense | $ 7,165 |
Weighted Average Remaining Service Period | 9 months 18 days |
Schedule of Fair Values of Stoc
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
2014 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 9 months 18 days | 5 years 7 months 6 days |
Expected stock price volatility | 86% | 76% |
Risk free interest rate | 2.90% | 0.90% |
Expected dividend yield | ||
2018 Equity Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 9 months 18 days | |
Expected stock price volatility | 72% | |
Risk free interest rate | 3.20% | |
Expected dividend yield |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 07, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Proceeds from common stock | $ 55,016 | |||||
Employee Stock Purchase Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock capital shares reserved for future issuance | 1,750,000 | |||||
Shares available for issue | 931,841 | |||||
Number of common stock purchased | 194,240 | 203,480 | 191,698 | 31,112 | ||
Proceeds from common stock | $ 218 | $ 304 | $ 140 | $ 131 | ||
Employee Stock Purchase Plan [Member] | Lucid Diagnostics Inc [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of common stock purchased | 84,030 | |||||
Proceeds from common stock | $ 109 | |||||
2014 Equity Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock capital shares reserved for future issuance | 16,352,807 | |||||
Shares available for issue | 2,520,927 | |||||
Number of stock options outstanding | 600,854 | |||||
Weighted average fair value of stock options | $ 1.08 | $ 3.47 | ||||
2018 Stock Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock capital shares reserved for future issuance | 9,144,000 | |||||
Shares available for issue | 3,754,051 | |||||
Number of stock options outstanding | 423,300 | |||||
Number of restricted stock awards granted outstanding | 50,000 | |||||
2018 Equity Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of stock options outstanding | 2,633,089 | 1,419,242 | ||||
Number of restricted stock awards granted outstanding | 50,000 | 50,000 | ||||
Weighted average fair value of stock options | $ 1.61 | |||||
2018 Equity Plan [Member] | Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of restricted stock, granted | 320,000 | |||||
Fair value of restricted stock granted | $ 1,400 | |||||
Employee Stock Purchase Plan [Member] | Lucid Diagnostics Inc [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock capital shares reserved for future issuance | 500,000 | |||||
Shares available for issue | 415,970 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - Series B Convertible Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||||
Preferred stock shares issued | 1,182,101 | 1,113,919 | 1,182,101 | |||||||||
Preferred stock shares outstanding | 1,182,101 | 1,113,919 | 1,182,101 | |||||||||
Dividend rate percentage | 8% | |||||||||||
Preferred stock par value per share | $ 3 | $ 3 | ||||||||||
Dividend Declared [Member] | Board of Directors [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends earned | $ 71 | $ 67 | $ 209 | $ 216 | ||||||||
Dividends preferred stock cash | $ 69 | $ 68 | $ 67 | $ 74 | $ 75 | $ 73 | $ 204 | $ 221 | ||||
Issuance of stock | 23,658 | 23,196 | 22,740 | 22,291 | 22,471 | 24,577 | 25,046 | 24,198 | 68,227 | 73,821 | ||
Dividends preferred stock stock | $ 71 | $ 67 |
Common Stock and Common Stock_2
Common Stock and Common Stock Purchase Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Aug. 03, 2022 | Apr. 03, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||
Increase in common stock shares authorized | 100,000,000 | ||||||
Stock option exercised, value | $ 823 | $ 302 | $ 953 | ||||
Face value principal payable | $ 33,761 | ||||||
Series Z Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant exercise price | $ 1.60 | ||||||
Number of warrants exercised | 5 | ||||||
Series Z Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock purchase warrants issued and outstanding | 11,937,450 | 11,937,455 | |||||
Warrant exercise price | $ 1.60 | $ 1.60 | |||||
Warrants expiration date | Apr. 30, 2024 | Apr. 30, 2024 | |||||
Series W Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock purchase warrants issued and outstanding | 377,873 | ||||||
Warrants expiration date | Jan. 29, 2022 | ||||||
Senior Convertible Note [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock issued during period, share, conversion of units | 5,103,908 | ||||||
Face value principal payable | $ 4,989 | ||||||
Stock issued during period, value, conversion of units | $ 11 | ||||||
2014 Equity Plan [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock option exercised | 299,999 | ||||||
2014 Equity Plan [Member] | Equity Option [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock option exercised | 299,999 | ||||||
Stock option exercised, value | $ 302 | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Employee stock purchase plans | 385,938 |
Schedule of Noncontrolling Inte
Schedule of Noncontrolling Interest of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
NCI – equity (deficit) – beginning of period | $ 17,752 | $ (2,369) | $ (2,369) | ||
Investment in Veris Health Inc. | 6 | ||||
Net loss attributable to NCI – Lucid Diagnostics Inc. | $ (3,806) | $ (1,441) | (10,143) | $ (3,318) | |
Impact of subsidiary equity transactions | (1,375) | 16,760 | |||
Lucid Diagnostics Inc. proceeds from Committed Equity Facility, net of deferred financing charges | 1,767 | ||||
Lucid Diagnostics Inc. issuance of common stock for settlement of APA-RDx installment payment | 427 | ||||
Lucid Diagnostics Inc. 2018 Equity Plan stock option exercise | 694 | ||||
Lucid Diagnostics Inc. Employee Stock Purchase Plan Purchase | 109 | ||||
Stock-based compensation expense - Lucid Diagnostics Inc. 2018 Equity Plan | 10,371 | 9,134 | |||
Stock-based compensation expense - Veris Health Inc. 2021 Equity Plan | 6 | ||||
NCI – equity (deficit) – end of period | $ 19,608 | 19,608 | 17,752 | ||
Lucid Diagnostics Inc [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Net loss attributable to NCI – Lucid Diagnostics Inc. | (9,032) | (5,779) | |||
Solys Diagnostics Inc [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Net loss attributable to NCI – Solys Diagnostics Inc. | (6) | ||||
Veris Health Inc [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Net loss attributable to NCI – Veris Health Inc. | $ (1,105) |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |||
Mar. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||
Common stock shares outstanding | 92,228,862 | 86,367,845 | ||
Proceeds issuance of common stock | $ 55,016 | |||
Common stock of issued | 92,228,862 | 86,367,845 | ||
Veris Health Inc [Member] | Unrelated Third Parties [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage | 19.56% | |||
Solys Diagnostics Inc [Member] | Unrelated Third Parties [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage | 9.6765% | 9.6765% | ||
Lucid Diagnostics Inc [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Proceeds issuance of common stock | $ 1,807 | |||
Common stock of issued | 680,263 | |||
Parent Company [Member] | Veris Health Inc [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage | 80.44% | |||
Parent Company [Member] | Solys Diagnostics Inc [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage | 90.3235% | 90.3235% | ||
Lucid Diagnostics Inc [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Common stock shares outstanding | 37,016,225 | |||
Partners capital account units acquisitions | 27,927,190 | |||
Cantor Fitzgerald & Co [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Proceeds issuance of common stock | $ 50,000 | |||
Veris Health Inc [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Common stock shares outstanding | 8,000,000 | |||
Solys Diagnostics Inc [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Common stock shares outstanding | 9,189,190 | 9,189,190 |
Schedule of Comparison of Basic
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss before noncontrolling interests | $ (29,932) | $ (13,668) | $ (78,666) | $ (36,447) |
Net loss attributable to noncontrolling interest | 3,806 | 1,441 | 10,143 | 3,318 |
Net loss - as reported, attributable to PAVmed Inc. | (26,126) | (12,227) | (68,523) | (33,129) |
Series B Convertible Preferred Stock dividends – earned | (71) | (67) | (209) | (216) |
Net loss attributable to PAVmed Inc. common stockholders | $ (26,197) | $ (12,294) | $ (68,732) | $ (33,345) |
Weighted average common shares outstanding, basic and diluted | 89,758,927 | 83,307,170 | 87,724,124 | 79,873,583 |
Net loss - as reported, attributable to PAVmed Inc. | $ (0.29) | $ (0.15) | $ (0.78) | $ (0.41) |
Net loss attributable to PAVmed Inc. common stockholders | $ (0.29) | $ (0.15) | $ (0.78) | $ (0.42) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 25,706,122 | 25,571,583 |
Stock Options and Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,586,571 | 10,214,448 |
Series Z Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11,937,450 | 13,887,814 |
Series W Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 377,873 | |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,182,101 | 1,091,448 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - 2014 Equity Plan [Member] - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of stock options issued | 500,854 | 500,854 |
Number of restricted stock awards | 100,000 |