Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38298 | |
Entity Registrant Name | Zomedica Corp. | |
Entity Incorporation State Country Code | Z4 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address Address Line 1 | 100 Phoenix Drive | |
Entity Address Address Line 2 | Suite 125 | |
Entity Address City Or Town | Ann Arbor | |
Entity Address State Or Province | MI | |
Entity Address Postal Zip Code | 48108 | |
City Area Code | 734 | |
Local Phone Number | 369-2555 | |
Security 12b Title | Common Shares | |
Trading Symbol | ZOM | |
Security Exchange Name | NYSE | |
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 | 979,949,668 | |
Entity Central Index Key | 0001684144 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated balance sheets
Consolidated balance sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 45,095 | $ 194,952 |
Available-for-sale securities | 74,200 | |
Trade receivables, net | 719 | 315 |
Inventory, net | 2,400 | 2,848 |
Prepaid expenses and deposits | 3,611 | 1,842 |
Other receivables | 1,078 | 450 |
Total current assets | 127,103 | 200,407 |
Prepaid expenses and deposits | 230 | 394 |
Property and equipment, net | 6,727 | 1,130 |
Construction in progress | 202 | 420 |
Right-of-use asset | 1,567 | 1,320 |
Goodwill | 64,230 | 43,288 |
Intangible assets, net | 42,778 | 33,176 |
Non current available-for-sale securities | 39,197 | |
Other assets | 265 | 265 |
Total assets | 282,299 | 280,400 |
Current liabilities | ||
Accounts payable and accrued liabilities | 6,244 | 3,225 |
Accrued income taxes | 41 | 240 |
Current portion of lease obligations | 578 | 415 |
Customer contract liabilities | 205 | 198 |
Other current liabilities | 58 | 262 |
Total current liabilities | 7,126 | 4,340 |
Lease obligations | 1,058 | 964 |
Deferred tax liabilities | 2,249 | 3,709 |
Customer contract liabilities | 213 | 140 |
Other liabilities | 2,872 | 361 |
Total liabilities | 13,518 | 9,514 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity | ||
Unlimited common shares, no par value; 979,949,668 and 979,899,668 issued and outstanding at September 30, 2022 and December 31, 2021 | 380,973 | 380,962 |
Additional paid-in capital | 22,227 | 9,313 |
Accumulated deficit | (133,597) | (119,391) |
Accumulated comprehensive (loss) | (822) | 2 |
Total shareholders' equity | 268,781 | 270,886 |
Total liabilities and shareholders' equity | $ 282,299 | $ 280,400 |
Consolidated balance sheets (Pa
Consolidated balance sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Consolidated balance sheets | ||
Capital stock, no par value (in dollars per share) | $ 0 | $ 0 |
Capital stock, issued (in shares) | 979,949,668 | 979,899,668 |
Capital stock, outstanding (in shares) | 979,949,668 | 979,899,668 |
Consolidated statements of loss
Consolidated statements of loss and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Consolidated statements of loss and comprehensive loss | ||||
Net revenue | $ 4,776 | $ 23 | $ 12,773 | $ 52 |
Cost of revenue | 1,215 | 18 | 3,415 | 59 |
Gross profit (loss) | 3,561 | 5 | 9,358 | (7) |
Expenses | ||||
Research and development | 1,131 | 289 | 1,801 | 1,008 |
Selling, general and administrative | 9,022 | 6,124 | 24,344 | 14,594 |
Loss from operations | (6,592) | (6,408) | (16,787) | (15,609) |
Interest income | 1,012 | 94 | 1,396 | 262 |
Loss on disposal of assets | (27) | (1) | (270) | |
Other (income) loss | (5) | 1 | (8) | 530 |
Foreign exchange loss | (67) | (6) | (123) | (6) |
Loss before income taxes | (5,652) | (6,346) | (15,523) | (15,093) |
Income tax benefit | 657 | 1,317 | ||
Net loss | (4,995) | (6,346) | (14,206) | (15,093) |
Unrealized losses, change in fair value of available-for-sale securities, net of tax | (803) | (803) | ||
Change in foreign currency translation | (32) | (21) | ||
Net loss and comprehensive loss | $ (5,830) | $ (6,346) | $ (15,030) | $ (15,093) |
Weighted average number of common shares - basic (in shares) | 979,946,407 | 978,494,076 | 979,915,419 | 948,664,410 |
Weighted average number of common shares - diluted (in shares) | 979,946,407 | 978,494,076 | 979,915,419 | 948,664,410 |
Loss per share - basic (in dollars per share) | $ (0.005) | $ (0.006) | $ (0.014) | $ (0.050) |
Loss per share - diluted (in dollars per share) | $ (0.005) | $ (0.006) | $ (0.014) | $ (0.050) |
Consolidated statements of shar
Consolidated statements of shareholders' equity - USD ($) $ in Thousands | Common Stock | Common Stock Subscribed | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss | Total |
Balance ( in shares) at Dec. 31, 2020 | 642,036,228 | |||||
Balance, amount at Dec. 31, 2020 | $ 104,784 | $ 460 | $ 14,792 | $ (68,969) | $ 51,067 | |
Stock issuance for financing | $ 199,525 | 199,525 | ||||
Stock issuance for financing (in shares) | 105,013,158 | |||||
Stock issuance costs | $ (14,281) | (14,281) | ||||
Stock-based compensation | 4,503 | 4,503 | ||||
Net loss | (15,093) | (15,093) | ||||
Stock issuance from warrant exercises | $ 44,082 | $ (460) | (11,511) | 32,111 | ||
Stock issuance from warrant exercises (in shares) | 200,951,905 | |||||
Stock issuance from exercise of stock options | $ 2,819 | (1,051) | 1,768 | |||
Stock issuance from exercise of stock options (in shares) | 7,017,776 | |||||
Stock redemption | $ 44,000 | (32,039) | 11,961 | |||
Stock redemption (in shares) | 24,719,101 | |||||
Balance, (in shares) at Sep. 30, 2021 | 979,738,168 | |||||
Balance, amount at Sep. 30, 2021 | $ 380,929 | 6,733 | (116,101) | 271,561 | ||
Balance ( in shares) at Jun. 30, 2021 | 977,950,993 | |||||
Balance, amount at Jun. 30, 2021 | $ 380,222 | 5,602 | (109,755) | 276,069 | ||
Stock-based compensation | 1,438 | 1,438 | ||||
Net loss | (6,346) | (6,346) | ||||
Stock issuance from exercise of stock options | $ 707 | (307) | 400 | |||
Stock issuance from exercise of stock options (in shares) | 1,787,175 | |||||
Balance, (in shares) at Sep. 30, 2021 | 979,738,168 | |||||
Balance, amount at Sep. 30, 2021 | $ 380,929 | 6,733 | (116,101) | 271,561 | ||
Balance ( in shares) at Dec. 31, 2021 | 979,899,668 | |||||
Balance, amount at Dec. 31, 2021 | $ 380,962 | 9,313 | (119,391) | $ 2 | 270,886 | |
Stock-based compensation | 6,452 | 6,452 | ||||
Warrants issued | 6,465 | 6,465 | ||||
Net loss | (14,206) | (14,206) | ||||
Other comprehensive (loss) | (824) | (824) | ||||
Stock issuance from warrant exercises | $ 8 | 8 | ||||
Stock issuance from warrant exercises (in shares) | 50,000 | |||||
APIC reclass for warrants | $ 3 | (3) | ||||
Balance, (in shares) at Sep. 30, 2022 | 979,949,668 | |||||
Balance, amount at Sep. 30, 2022 | $ 380,973 | 22,227 | (133,597) | (822) | 268,781 | |
Balance ( in shares) at Jun. 30, 2022 | 979,899,668 | |||||
Balance, amount at Jun. 30, 2022 | $ 380,962 | 13,845 | (128,602) | 13 | 266,218 | |
Stock-based compensation | 1,920 | 1,920 | ||||
Warrants issued | 6,465 | 6,465 | ||||
Net loss | (4,995) | (4,995) | ||||
Other comprehensive (loss) | (835) | (835) | ||||
Stock issuance from warrant exercises | $ 8 | 8 | ||||
Stock issuance from warrant exercises (in shares) | 50,000 | |||||
APIC reclass for warrants | $ 3 | (3) | ||||
Balance, (in shares) at Sep. 30, 2022 | 979,949,668 | |||||
Balance, amount at Sep. 30, 2022 | $ 380,973 | $ 22,227 | $ (133,597) | $ (822) | $ 268,781 |
Condensed consolidated statemen
Condensed consolidated statements of cash flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (14,206) | $ (15,093) |
Adjustments for | ||
Depreciation | 270 | 175 |
Amortization - intangible assets | 2,540 | 136 |
Loss on disposal of property and equipment | 1 | 248 |
Loss on other assets | 5 | |
(Gain) loss on right-of-use assets | (533) | |
Stock-based compensation | 6,452 | 4,503 |
Non cash portion of rent expense | 9 | 36 |
Accretion/amortization of available-for-sale securities | (400) | |
Change in non-cash operating working capital, net of acquisitions | ||
Purchased inventory | (3,637) | (1,875) |
Prepaid expenses and deposits | (1,330) | (61) |
Trade receivables | (442) | (7) |
Other receivables | 69 | (123) |
Accounts payable and accrued liabilities | 3,020 | 3,216 |
Accrued income tax | (199) | |
Deferred tax liabilities | (1,319) | |
Other current liabilities | (204) | |
Customer contract liabilities | 81 | |
Other liabilities | 8 | |
Net cash used in operating activities | (9,287) | (9,373) |
Cash flows from investing activities: | ||
Investment in securities | (113,225) | |
Investment in debt security (at fair value) | (1,000) | |
Investment in property and equipment | (583) | (97) |
Acquisition of intangibles | (143) | (246) |
Investment in construction in progress | (1,274) | |
Investment in assets purchased (Assisi and Revo) | (24,304) | |
Net cash used in investing activities | (140,529) | (343) |
Cash flows from financing activities: | ||
Cash proceeds from issuance of common shares and warrants | 199,525 | |
Cash received from warrant exercises | 8 | 32,112 |
Cash paid for shares and warrant issuance costs | (14,269) | |
Cash received from stock option exercises | 1,768 | |
Net cash provided by financing activities | 8 | 219,136 |
(Decrease) increase in cash and cash equivalents | (149,808) | 209,420 |
Effect of exchange rate changes on cash | (49) | |
Cash and cash equivalents, beginning of year | 194,952 | 61,992 |
Cash and cash equivalents, end of year | 45,095 | 271,412 |
Noncash activities: | ||
Accounts receivable recorded in intercompany account | (1) | |
Change in fair value of available-for-sale securities, net of tax | (803) | |
Deferred financing fees charged to stock issuance costs | 12 | |
Net equity effect of preferred share exchange | (11,961) | |
Transfer of construction in progress into property and equipment and intangibles | 2,419 | |
Transfer of inventory into property and equipment | 4,291 | 452 |
Supplemental cash flow information: | ||
Interest received | $ 406 | $ 229 |
Nature of operations
Nature of operations | 9 Months Ended |
Sep. 30, 2022 | |
Nature of operations | |
Nature of operations | 1. Nature of operations The Company is a veterinary health company creating point-of-care diagnostics and therapeutics products for dogs and cats that focuses on the needs of the veterinarians themselves. The Company consists of the parent company, Zomedica Corp and its wholly-owned U.S subsidiary, Zomedica Inc. and its international subsidiaries. The impact of the novel strain of coronavirus (“COVID-19”) Since the first quarter of 2020, the world has been impacted by the spread of a novel strain of coronavirus, its variants, and the disease that they cause known as COVID-19. The continued presence of COVID-19 has resulted in changes in the macro-economic environment including disruptions in supply chain, labor disruptions, an inability to manufacture, an inability to sell to customers, declines in customer demand, inflationary pressures, and an impaired ability to access credit and capital markets, among other things. The COVID-19 pandemic materially and adversely affected the development and commercialization of our TRUFORMA® platform and the initial five assays. In response to the pandemic, our development partner reduced the number of employees working in its facilities for a period of time which delayed the completion and verification of the five initial TRUFORMA assays and the manufacturing of commercial quantities of the TRUFORMA platform. Veterinary hospitals and clinics that agreed to participate in the validation of our initial TRUFORMA assays either shut down for a period of time or limited their operations to those involving only life-threatening conditions, which we have mitigated to a certain extent with our recent ability to successfully complete remote installations. Potential customers, at times, restricted access to their facilities which affected and may continue to affect our ability to perform on-site demonstrations and other marketing activities. The extent to which the COVID-19 pandemic may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, the spread and severity of COVID-19, and the effectiveness of governmental actions in response to the pandemic. To-date, the emergence of new variants has not caused significant modification to business operations. We continue to install remotely, if potential customers restrict access to their facilities. We intend to continue development of new assays, both for equine indications of our current and planned assays, and for various additional disease states affecting canine, feline, and equine patients in the future. |
Basis of preparation
Basis of preparation | 9 Months Ended |
Sep. 30, 2022 | |
Basis of preparation | |
Basis of preparation | 2. Basis of preparation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for the presentation of interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited financial statements do not include all the information and footnotes necessary for a comprehensive presentation of the financial position, results of operations and cash flows for the periods presented. In the opinion of management, the unaudited financial statements include all the normal recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. These unaudited financial statements should be read in combination with the other Notes in this section; “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in Item 2; and the Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Consolidated Balance Sheet as of December 31, 2021 was derived from audited financial statements. |
Significant accounting policies
Significant accounting policies | 9 Months Ended |
Sep. 30, 2022 | |
Significant accounting policies | |
Significant accounting policies | 3. Significant accounting policies Change in accounting for TRUFORMA instruments As of September 30, 2022, the company changed its policy of recognizing TRUFORMA instruments as inventory and reclassified $3,364 to property and equipment, depreciable over 10 years . The instruments will remain undepreciated until they are placed with customers. Estimates and assumptions In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements. Investment Securities Our investment securities, which are comprised of corporate bonds/notes and US treasuries, are accounted for in accordance with ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next 12 months, as available for sale. We classify these securities as both current and non-current depending on their time to maturity. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a component of stockholders’ equity Inventories Inventories are stated at the lower of cost or net realizable value. The Company utilizes the specific identification and First in, First out (“FIFO”) methods to track inventory costs. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions, and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Intangible assets Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to website application and infrastructure development are capitalized and amortized over the website’s estimated useful life. Costs related to acquired trademarks, tradenames, customer relationships and developed technology have been capitalized and amortized over the estimated useful life. Revenue recognition and liabilities due to customers The Company enters into agreements which may contain multiple promises where customers purchase products, services, or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services. The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately. The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care instrument, consumable products, and extended warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The extended warranties are also a separate performance obligation, whereby revenue is recognized over time. The nature of the Company’s business gives rise to variable consideration, including discounts and applicator (“trode”) returns. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments. At times the Company receives consideration prior to when the performance obligation is completed, giving rise to a contract liability. Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority. Segmented revenue for the three and nine months ended, September 30, 2022 was as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, Diagnostic Therapeutics Diagnostic Therapeutics 2022 2021 2022 2021 2022 2021 2022 2021 Consumables $ 94 $ 23 $ 1,011 $ - $ 242 $ 52 $ 1,011 $ - Instruments - - 1,272 - - - 4,374 - Trodes - - 2,319 - - - 6,545 - Other (e.g., Warranty and Repairs) - - 80 - - - 601 - Total Revenue $ 94 $ 23 $ 4,682 $ - $ 242 $ 52 $ 12,531 $ - Accounts receivable are recorded at net realizable value and have payment terms of 30 days. The Company recorded an allowance for doubtful accounts of $36 and $34, as of September 30, 2022 and December 31, 2021, respectively, which is recorded net in trade receivables. Cost of revenue Cost of revenue consists of materials, labor, and shipping costs incurred internally to produce and receive the products. Shipping and handling costs incurred by the Company are included in cost of revenue. Comparative figures Construction in progress is separately stated in the current period balance sheet for $202. The consolidated balance sheets for the year ended December 31, 2021 have been adjusted for $420 of construction in progress that was included in intangible assets and property and equipment. This amount has been reclassified to a separate line in the balance sheet to conform to the current year presentation. The change in presentation had no effect on the reported results of operations. These changes in classification do not affect previously reported cash flows from operating activities in the consolidated statements of cash flows. |
Investment securities
Investment securities | 9 Months Ended |
Sep. 30, 2022 | |
Investment securities | |
Investment securities | 4. Investment securities The following represents the Company’s investment securities as of September 30, 2022 (in thousands): Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 51,059 $ 332 $ (172) $ 51,219 Corporate notes / bonds 39,168 82 (547) 38,703 Debt security 1,000 - - 1,000 Money market funds 2,020 - - 2,020 U.S. govt. agencies 34,118 4 (178) 33,944 U.S. treasuries 24,773 58 (134) 24,697 Total investment securities $ 152,138 $ 476 $ (1,031) $ 151,583 Accretion / (amortization) refers to the discounts and premiums incurred on bonds and notes purchased and are included within interest income on our consolidated income statement. Accrued interest receivables related to the above investment securities amounted to $405 and are included within Other Receivables on our consolidated balance sheet. Contractual maturities of investment securities as of September 30, 2022 are as follows (in thousands): Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 38,111 $ 38,186 Original maturities of 91-365 days 74,249 74,200 Original maturities of 366+ days 39,778 39,197 Total investment securities $ 152,138 $ 151,583 |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair value measurements | |
Fair value measurements | 5. Fair value measurements In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”), the Company measures its cash and cash equivalents and investments at fair value on a recurring basis. The company also measures certain assets and liabilities at fair value on a non-recurring basis when applying acquisition accounting. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3: Unobservable data points for the assets or liability, and include situations where there is little, if any, market activity for the asset or liability. Valuations based on inputs that are unobservable and involve management judgement and the reporting entity’s own assumptions about market participants and pricing. Cash and cash equivalents, accounts receivable, and accounts payable: Available-for-sale securities: Included within these available-for-sale securities is our $1M convertible note associated with Structured Monitoring Products, Inc.’s (“SMP”) VetGuardian line. There were no unrealized gains or losses recorded and no other than temporary impairments recognized as of September 30, 2022. In accordance with the fair value hierarchy described above, the following table shows the fair value of our investments as of September 30, 2022: Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ $ 51,219 $ - $ 51,219 Corporate notes / bonds 38,703 - 38,703 Debt security - - 1,000 1,000 Money market funds 2,020 - - 2,020 U.S. govt. agencies 33,944 - - 33,944 U.S. treasuries 24,697 - 24,697 Total investment securities $ 60,661 $ 89,922 $ 1,000 $ 151,583 The following table shows these same investments and their respective balance sheet classifications: Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ 8,993 $ 42,226 $ - $ 51,219 Corporate notes / bonds - 17,256 21,447 38,703 Debt security - - 1,000 1,000 Money market funds 2,020 - - 2,020 U.S. govt. agencies 15,192 7,881 10,871 33,944 U.S. treasuries 11,981 6,837 5,879 24,697 Total investment securities $ 38,186 $ 74,200 $ 39,197 $ 151,583 Unrealized losses on our investments have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through September 30, 2022. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations | |
Business Combinations | 6. Business combinations All of the Company’s acquisitions of business have been accounted for under ASC 805, Business Combinations The results of operations of Pulse Veterinary Technologies, LLC, Revo Squared LLC, and Assisi Animal Health, LLC have been included in the Company’s Condensed Financial Statements since the dates of acquisition on October 1, 2021, June 14, 2022, and July 15, 2022, respectively. 2022 Acquisitions Asset Purchase Agreement with Assisi Animal Health LLC On July 15, 2022 (the “Effective Date”), Zomedica Corp. (the “Company”) and its wholly-owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Assisi Animal Health LLC (“Assisi”), its wholly-owned subsidiary, AAH Holdings LLC (“AAH Holdings,” and together with Assisi as the “Sellers”), and certain of Assisi’s members (the Sellers and such Assisi members are collectively referred to herein as the “Selling Parties”) pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets of the Sellers (the “Acquisition”). The Sellers are in the business of developing, manufacturing, marketing, distributing and selling animal health products which use targeted Pulsed Electromagnetic Field (PEMF) therapy to decrease pain and inflammation, accelerate healing, and reduce anxiety that include the Assisi Loop®, Assisi Loop Lounge®, Assisi DentaLoop® and Calmer Canine® product lines. The Acquisition was consummated on the Effective Date (the “Closing Date”) At the closing, Zomedica Inc. paid Assisi a purchase price of $18,293 in cash, which was subject to adjustments based on, among other things, the value of Assisi’s inventory and prepaid expenses at the closing of the Acquisition. $1,400 of the purchase price was deposited into a third-party escrow account to support the Selling Parties’ indemnification obligation under the Purchase Agreement, of which $500 and $900 will be distributed to Assisi on the one-year and 18-month anniversary of the Closing Date, respectively, less the amount of prior or pending indemnification claims. An additional $200 of the purchase price was deposited into the escrow account for a period of approximately 90 days to support payment of post-closing adjustments to the purchase price, if any. The Company also issued to Assisi a ten-year warrant to purchase an aggregate of 22,000,000 of the Company’s common shares at a per share exercise price equal to $0.252 . The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $14,329 was recorded in connection with this acquisition, none of which will be deductible for US tax purposes. The goodwill largely results from our ability to market and sell their respective products and services through our established customer base. The Company made a preliminary allocation of the purchase price for Assisi Animal Health LLC’s asset base based on its understanding of the fair value of the acquired assets and assumed liabilities. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation, and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the acquisition period. The following table summarizes the preliminary acquisition date fair values of the assets acquired and liabilities assumed and subsequent initial period adjustments: Initial Allocation of Consideration Inventory, net $ 220 Prepaid expenses and deposits 271 Other receivables 406 Intangible Assets (estimated useful life) Customer relationships ( 19 years ) 2,800 Developed technology ( 10 years ) 4,500 E-commerce technology ( 2 years ) 200 Trade name ( 5 years ) 300 Total assets acquired 8,697 Other non current liabilities 45 Total liabilities assumed 45 Net assets acquired, excluding goodwill 8,652 Goodwill 14,329 Net assets acquired $ 22,981 Purchase price consideration was made up of the following: Cash $ 18,293 Fair value of warrants $ 4,688 Total $ 22,981 The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted. The following table provides unaudited proforma financial information, prepared in accordance with Topic 805, for the 3 and 9 months ended September 30, 2022, and 2021, as if Assisi had been acquired as of January 1, 2021. Proforma results do not include the effect of any synergies anticipated to be achieved from the acquisition, and accordingly, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that may result in the future. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net Revenue $ 5,086 $ 1,330 $ 15,681 $ 3,652 Net Losses $ (4,995) $ (6,512) $ (14,845) $ (15,286) The proforma amounts have been calculated by including the results of Assisi, and adjusting the combined results to give effect to the following, as if the acquisitions had been consummated on January 1, 2021, together with the consequential tax effects thereon: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Adjustments to net revenues Assisi preacquisition revenues $ 310 $ 1,307 $ 2,908 $ 3,600 Adjustments to net income Assisi preacquisition net losses $ - $ (167) $ (639) $ (193) Asset Purchase Agreement with Revo Squared LLC On June 14, 2022, Zomedica Corp. (“Company”) and its wholly-owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement (“Purchase Agreement”) with Revo Squared LLC (“Revo Squared”) and its majority member (Revo Squared and its majority member are referred to herein as the “Selling Parties”) pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets of Revo Squared (“Acquisition”). Revo Squared, based in Marietta, Georgia, is in the business of developing, manufacturing, marketing, distributing, and selling diagnostic imaging products and services for use in animal health, including its SuperView, Sonoview Color, Sonoview Mini/Mini Plus and Microview product offerings (the “Revo Squared Products”). On July 1, 2022, the parties consummated the Acquisition. At the closing, Zomedica Inc. paid Revo Squared a base purchase price of $6,011 in cash, which was subject to adjustments based on the amount of Revo Squared’s working capital at the closing. On this date, $500 of the purchase price was deposited into a third-party escrow account for a period of 15 months to support Revo Squared’s indemnification obligation under the Purchase Agreement and an additional $50 of the purchase price was deposited into the escrow account for a period of approximately 90 days to support payment of post-closing adjustments to the purchase price, if any. The Company also issued to Revo Squared a ten-year warrant to purchase an aggregate of 10,000,000 of the Company’s common shares at a per share exercise price equal to $0.2201 . Zomedica Inc. has agreed to pay Revo Squared aggregate earn-out payments of up to $4,000 based on the achievement of milestones related to future net sales from Revo Squared Products. One -time earn-out payments of $2,000 each will be payable upon net sales from Revo Squared Products exceeding $5,000 and $10,000 during any calendar year ending on or prior to December 31, 2027. As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $6,528 was recorded in connection with this acquisition, which will be deductible for US tax purposes. The goodwill largely results from our ability to market and sell their respective products and services through our established customer base. The Company made a preliminary allocation of the purchase price for Revo Squared’s asset base based on its understanding of the fair value of the acquired assets and assumed liabilities. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation, and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the acquisition period. The following table summarizes the preliminary acquisition date fair values of the assets acquired and liabilities assumed and subsequent initial period adjustments: Initial Allocation of Consideration Trade receivables, net $ 8 Prepaid expenses and deposits 10 Intangible Assets (estimated useful life) Customer relationships ( 16 years ) 1,200 Developed technology ( 10 years ) 2,300 Trade name ( 5 years ) 200 Total assets acquired 3,718 Earnout liabilities 2,458 Total liabilities assumed 2,458 Net assets acquired, excluding goodwill 1,260 Goodwill 6,528 Net assets acquired $ 7,788 Purchase price consideration was made up of the following: Cash $ 6,011 Fair value of warrants $ 1,777 Total $ 7,788 The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted. 2021 Acquisitions Acquisition of PulseVet® On October 1, 2021, Zomedica Inc., a wholly-owned subsidiary of Zomedica Corp. (the “Company”), entered into a Stock Purchase Agreement with Branford PVT Mid-Hold, LLC pursuant to which Zomedica Inc. acquired 100% of the capital stock of Branford PVT Acquiror, Inc., a Delaware corporation (“BPA”). BPA is a holding company whose direct and indirect wholly-owned subsidiaries include Pulse Veterinary Technologies, LLC (“PulseVet”), which, together with its consolidated subsidiaries, is a leading provider of non-invasive shock wave therapy treatment devices to the veterinary industry (the “Acquisition”). The purchase price for the acquisition was $71,929 in cash. As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $44,915 was recorded in connection with this acquisition, none of which will be deductible for U.S tax purposes. The goodwill largely results from our ability to market and sell the PulseVet Technology through our established customer base. The Company finalized the allocation of the purchase price for PulseVet as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows Initial Measurement Allocation of Period Updated Consideration Adjustments Allocation Cash and cash equivalents $ 526 $ 3 $ 529 Trade receivables 269 — 269 Inventory 840 31 871 Prepaid expenses and deposits 365 — 365 Other receivables — 150 150 Property and equipment 125 — 125 Intangible Assets (estimated useful life) Customer relationships ( 11 years ) 22,650 — 22,650 Developed technology ( 15 years ) 8,650 — 8,650 Trade name ( 19 years ) 2,350 — 2,350 Other Assets 69 265 334 Total assets acquired 35,844 449 36,293 Accounts payable and accrued liabilities 1,112 (543) 569 Income tax payable 44 — 44 Deferred revenue 61 — 61 Liability for contracts with customers 332 — 332 Deferred tax liabilities 7,138 (814) 6,324 Other non current liabilities 143 265 408 Total liabilities assumed 8,830 (1,092) 7,738 Net assets acquired, excluding goodwill 27,014 1,541 28,555 Goodwill 44,915 (1,541) 43,374 Net assets acquired $ 71,929 $ — $ 71,929 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory | |
Inventory | 7. Inventory Inventory details are as follows: September 30, 2022 December 31, 2021 Diagnostics Therapeutics Consolidated Diagnostics Therapeutics Consolidated Raw Materials $ — $ 1,700 $ 1,700 $ — $ 890 $ 890 Finished Goods — 175 175 — 140 140 Purchased Inventory 554 — 554 1,848 — 1,848 Total 554 1,875 2,429 1,848 1,030 2,878 Reserves (7) (22) (29) (9) (21) (30) Inventory, Net $ 547 $ 1,853 $ 2,400 $ 1,839 $ 1,009 $ 2,848 |
Prepaid expenses and deposits
Prepaid expenses and deposits | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid expenses and deposits. | |
Prepaid expenses and deposits | 8. Prepaid expenses and deposits September 30, December 31, 2022 2021 Deposits $ 2,114 $ 1,340 Prepaid marketing 125 83 Prepaid insurance 185 599 Prepaid taxes 822 — Other 595 214 Total $ 3,841 $ 2,236 |
Property and equipment
Property and equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property and equipment | |
Property and equipment | 9. Property and equipment September 30, December 31, 2022 2021 Machinery and office equipment $ 6,248 $ 1,392 Furniture and equipment 130 110 Laboratory equipment 231 225 Leasehold improvements 1,239 287 7,848 2,014 Accumulated depreciation and amortization 1,121 884 Net property and equipment $ 6,727 $ 1,130 Depreciation expense for the three months ended September 30, 2022 and September 30, 2021 was $109 and $60, respectively and for the nine months ended September 30, 2022 and September 30, 2021 was $270 and $175, respectively. |
Intangible assets
Intangible assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible assets | |
Intangible assets | 10. Intangible assets September 30, December 31, 2022 2021 Computer software $ 254 $ 28 Customer relationships 26,650 22,650 Technology 15,650 8,650 Trademarks 16 16 Tradename 2,850 2,350 Website 962 546 46,382 34,240 Accumulated amortization 3,604 1,064 Net intangibles $ 42,778 $ 33,176 The estimated future amortization of intangible assets is as follows: 2022 Remainder $ 1,053 2023 4,077 2024 4,038 2025 3,873 2026 and beyond 29,737 Total $ 42,778 Amortization expense for the three months ended September 30, 2022 and September 30, 2021 was $1,045 and $47, respectively and for the nine months ended September 30, 2022 and 2021 was $2,540 and $136, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | 11. Leases On February 1, 2021 the Company downsized its office space and modified its existing lease with Wickfield Phoenix LLC. The new lease period was for 48 months , commencing on February 1, 2021 and ending on January 31, 2025 with a monthly rent payment of $12 for the first two months and escalating to $31 over the lease period. The carrying value of the right of use asset was $1,258 upon modification using the Company's incremental borrowing rate of 3.95% . During the period ending March 31, 2021 the Company recorded a gain on right-of-use asset of $24 in the consolidated statements of comprehensive loss. On September 15, 2021, the Company entered into an additional lease with Wickfield Phoenix LLC for warehousing space. The new lease period is for 41 months , commencing on September 15, 2021, and ending on January 31, 2025, with a monthly rent payment of $5 for the first month and escalating to $10 over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $366 using the Company's incremental borrowing rate of 3.95% . On April 1, 2022, the Company entered into an agreement with ULF Northfield Business Center LLC to lease 12,400 square feet of office and warehouse space. The lease period is for 61 months beginning on April 1, 2022, with a monthly rent payment of $9 for the first twelve months and escalating to $11 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $546 using the Company's incremental borrowing rate of 3.95% . On July 1, 2022, the Company, as part of the Revo Squared Purchase, assumed an agreement with Lebow 1031 Legacy, LLC to lease 4,626 square feet of office space. The remaining lease period assumed at the time of the agreement is for 18 months beginning on July 1, 2022 and lasting through December of 2023. The lease has a monthly rent payment of $4 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $67 using the Company's incremental borrowing rate of 7.00% . During the three and nine months ended September 30, 2022, the Company recognized $268 and $598 in rent expense inclusive of common area maintenance (CAM) charges, insurance, and tax with $15 and $48 recorded in research and development expenses and $253 and $550 recorded in general and administrative expense in the consolidated statements of comprehensive loss. During the three and nine months ended September 30, 2021, the Company recognized $94 and $271 in rent expense inclusive of common area maintenance (CAM) charges, insurance, and tax with $32 and $69 recorded in research and development expenses and $62 and $202 recorded in general and administrative expense in the consolidated statements of comprehensive loss. September 30, December 31, 2022 2021 Right-of-use asset Cost Aggregate lease commitments $ 2,455 $ 1,779 Less: impact of present value (218) (155) Balance $ 2,237 $ 1,624 Reduction in right-of-use asset Straight line amortization 761 346 Interest (91) (42) Balance $ 670 $ 304 Net book value as at: Balance $ 1,567 $ 1,320 Lease liabilities Additions $ 2,260 $ 1,647 Payments (715) (310) Interest 91 42 Total lease liabilities $ 1,636 $ 1,379 Current portion of lease liabilities 578 415 Long term portion of lease liabilities 1,058 964 Total lease liabilities $ 1,636 $ 1,379 Total remaining undiscounted lease liabilities related to the above lease are as follows: 2022 Remainder $ 155 2023 638 2024 609 2025 165 2026 129 2027 44 Total $ 1,740 |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stock-based compensation | |
Stock-based compensation | 12. Stock-based compensation During the three and nine months ended September 30, 2022, the Company issued 7,075,000 and 28,075,000 stock options to purchase an aggregate of 7,075,000 and 28,075,000 common shares. The options vest over a period of four years and have an expiration period of ten years . During the three and nine months ended September 30, 2021, the Company issued 2,900,000 and 12,100,000 stock options to purchase an aggregate of 2,900,000 and 12,100,000 common shares, respectively. The options vest over a period of four years and have an expiration period of 10 years . The continuity of stock options are as follows: Number of Weighted Avg Options Exercise Price Balance at December 31, 2021 50,717,724 $ 0.4466 Stock options granted 28,075,000 0.3082 Stock options forfeited 2,687,500 0.5351 Vested stock options expired 9,110,000 0.2404 Balance at September 30, 2022 66,995,224 $ 0.4135 Vested at September 30, 2022 15,875,099 $ 0.3537 As of September 30, 2022, details of the issued and outstanding stock options were as follows: Number of Weighted Avg Number of Options Number of Unvested Remaining Life Issued Vested Options Options Outstanding Grant Date Exercise Price and Outstanding Outstanding Outstanding (Years) March 14, 2020 0.19 75,000 75,000 — 0.01 March 14, 2020 0.19 37,500 37,500 — 0.21 March 14, 2020 0.19 1,133,557 837,182 296,375 2.45 July 9, 2020 0.18 175,000 131,250 43,750 2.78 August 25, 2020 0.13 20,000 10,000 10,000 2.90 October 1, 2020 0.11 266,667 116,667 150,000 3.01 October 20, 2020 0.09 20,000 10,000 10,000 3.06 December 31, 2020 0.23 125,000 125,000 — 0.01 December 31, 2020 0.23 50,000 50,000 — 0.21 December 31, 2020 0.23 15,742,500 8,632,500 7,110,000 8.25 February 26, 2021 1.87 100,000 100,000 — 0.22 February 26, 2021 1.87 200,000 100,000 100,000 8.41 March 1, 2021 2.06 200,000 100,000 100,000 8.42 March 8, 2021 1.88 200,000 100,000 100,000 8.44 March 15, 2021 2.49 200,000 100,000 100,000 8.46 May 12, 2021 0.78 3,400,000 850,000 2,550,000 8.62 May 14, 2021 0.75 3,200,000 850,000 2,350,000 8.62 August 11, 2021 0.57 50,000 50,000 — 0.15 August 11, 2021 0.57 900,000 225,000 675,000 8.87 August 18, 2021 0.50 200,000 50,000 150,000 8.89 August 23, 2021 0.50 100,000 25,000 75,000 8.90 September 13, 2021 0.57 800,000 200,000 600,000 8.96 October 1, 2021 0.58 12,650,000 — 12,650,000 9.01 January 3, 2022 0.36 100,000 — 100,000 9.27 January 4, 2022 0.35 200,000 — 200,000 9.27 January 14, 2022 0.35 200,000 — 200,000 9.30 January 16, 2022 0.35 200,000 — 200,000 9.30 January 18, 2022 0.35 100,000 — 100,000 9.31 February 14, 2022 0.30 200,000 — 200,000 9.38 February 21, 2022 0.37 200,000 — 200,000 9.40 February 25, 2022 0.35 12,300,000 — 12,300,000 9.41 March 30, 2022 0.35 200,000 — 200,000 9.50 April 1, 2022 0.34 200,000 — 200,000 9.51 April 6, 2022 0.32 100,000 — 100,000 9.52 April 11, 2022 0.31 75,000 — 75,000 9.54 May 2, 2022 0.25 300,000 — 300,000 9.59 May 9, 2022 0.21 700,000 — 700,000 9.61 May 11, 2022 0.20 400,000 — 400,000 9.62 May 16, 2022 0.23 100,000 — 100,000 9.63 May 31, 2022 0.24 500,000 — 500,000 9.67 June 1, 2022 0.25 500,000 — 500,000 9.68 June 6, 2022 0.26 200,000 — 200,000 9.69 June 13, 2022 0.24 200,000 — 200,000 9.71 June 17, 2022 0.24 375,000 375,000 — 2.45 June 17, 2022 0.24 225,000 225,000 — 3.00 June 17, 2022 0.24 2,500,000 2,500,000 — 8.26 July 1, 2022 0.21 350,000 — 350,000 9.76 July 5, 2022 0.22 200,000 — 200,000 9.77 July 6, 2022 0.26 100,000 — 100,000 9.77 July 25, 2022 0.25 200,000 — 200,000 9.82 August 1, 2022 0.28 100,000 — 100,000 9.84 August 5, 2022 0.34 2,850,000 — 2,850,000 9.85 August 8, 2022 0.39 100,000 — 100,000 9.86 August 17, 2022 0.31 200,000 — 200,000 9.89 August 19, 2022 0.27 400,000 — 400,000 9.89 August 22, 2022 0.27 400,000 — 400,000 9.90 August 29, 2022 0.27 400,000 — 400,000 9.92 August 31, 2022 0.25 800,000 — 800,000 9.93 September 6, 2022 0.21 75,000 — 75,000 9.94 September 21, 2022 0.23 200,000 — 200,000 9.98 September 23, 2022 0.21 400,000 — 400,000 9.99 September 26, 2022 0.22 300,000 — 300,000 10.00 Balance at September 30, 2022 66,995,224 15,875,099 51,120,125 The Company calculates volatility of stock-based compensation using the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options. The fair value of options granted during the nine months ended September 30, 2022 and the twelve months ended December 31, 2021 was estimated using the Black-Scholes option pricing model to determine the fair value of options granted using the following assumptions: Grant Date Volatility Risk-Free Interest Rate Expected Life (In Years) Dividend Yield Common Share Price Strike Price Forfeiture Rate February 26, 2021 117 % 0.95 % 10 0 % $ 1.87 $ 1.87 0 % March 1, 2021 117 0.92 10 0 2.06 2.06 0 March 8, 2021 117 1.07 10 0 1.88 1.88 0 May 12, 2021 118 1.11 6.21 - 6.22 0 0.78 0.78 0 August 11, 2021 116 0.96 6.18 - 6.25 0 0.56 0.57 0 August 23, 2021 116 0.92 6.25 0 0.50 0.50 0 September 27, 2021 116 1.14 6.25 0 0.54 0.54 0 October 1, 2021 116 1.10 6.25 0 0.57 0.58 0 January 3, 2022 114 1.50 6.25 0 0.36 0.36 0 January 4, 2022 114 1.47 6.25 0 0.35 0.35 0 January 14, 2022 114 1.64 6.25 0 0.35 0.35 0 January 16, 2022 114 1.73 6.25 0 0.35 0.35 0 January 18, 2022 114 1.74 6.25 0 0.35 0.35 0 February 14, 2022 113 1.94 6.25 0 0.29 0.30 0 February 21, 2022 113 1.89 6.25 0 0.37 0.37 0 February 25, 2022 113 1.91 6.25 0 0.35 0.35 0 March 30, 2022 114 2.43 6.25 0 0.35 0.35 0 April 1, 2022 114 2.53 6.25 0 0.33 0.34 0 April 6, 2022 114 2.70 6.25 0 0.32 0.32 0 April 7, 2022 114 2.72 6.25 0 0.31 0.31 0 April 11, 2022 114 2.82 6.25 0 0.30 0.31 0 May 2, 2022 113 3.03 6.25 0 0.25 0.25 0 May 9, 2022 113 3.00 6.25 0 0.21 0.21 0 May 11, 2022 113 2.92 6.25 0 0.20 0.20 0 May 16, 2022 113 2.86 6.25 0 0.22 0.23 0 May 31, 2022 113 2.84 6.25 0 0.23 0.24 0 June 1, 2022 113 2.96 6.25 0 0.25 0.25 0 June 6, 2022 113 3.05 6.25 0 0.26 0.26 0 June 13, 2022 112 3.55 6.25 0 0.24 0.24 0 June 17, 2022 112 3.02 1.37 0 0.24 0.24 0 June 17, 2022 112 3.02 1.64 0 0.24 0.24 0 June 17, 2022 112 3.35 4.27 0 0.24 0.24 0 July 1, 2022 112 2.90 6.25 0 0.21 0.21 0 July 1, 2022 112 2.90 6.25 0 0.21 0.21 0 July 1, 2022 112 2.90 6.25 0 0.21 0.21 0 July 5, 2022 112 2.85 6.25 0 0.22 0.22 0 July 6, 2022 112 2.98 6.25 0 0.25 0.26 0 July 25, 2022 112 2.94 6.25 0 0.25 0.25 0 August 1, 2022 112 2.65 6.25 0 0.28 0.28 0 August 1, 2022 112 2.65 6.25 0 0.28 0.28 0 August 5, 2022 112 2.94 6.25 0 0.34 0.34 0 August 5, 2022 112 2.94 6.25 0 0.34 0.34 0 August 5, 2022 112 2.94 6.25 0 0.34 0.34 0 August 5, 2022 112 2.94 6.25 0 0.34 0.34 0 August 8, 2022 112 2.88 6.25 0 0.38 0.39 0 August 17, 2022 112 3.02 6.25 0 0.30 0.31 0 August 19, 2022 113 3.09 6.25 0 0.27 0.27 0 August 19, 2022 113 3.09 6.25 0 0.27 0.27 0 August 22, 2022 113 3.15 6.25 0 0.27 0.27 0 August 22, 2022 113 3.15 6.25 0 0.27 0.27 0 August 29, 2022 113 3.24 6.25 0 0.26 0.27 0 August 29, 2022 113 3.24 6.25 0 0.26 0.27 0 August 31, 2022 113 3.28 6.25 0 0.24 0.25 0 September 6, 2022 113 3.42 6.25 0 0.21 0.21 0 September 21, 2022 113 3.70 6.25 0 0.23 0.23 0 September 23, 2022 113 3.91 6.25 0 0.21 0.21 0 September 23, 2022 113 3.91 6.25 0 0.21 0.21 0 September 26, 2022 113 4.11 6.25 0 0.22 0.22 0 September 26, 2022 113 4.11 6.25 0 0.22 0.22 0 The Company recorded $1,920 and $6,452 of stock-based compensation for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, the Company recorded $1,438 and $4,503, respectively. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants | |
Warrants | 13. Warrants The Company values warrants issued in equity placements using the Black Scholes model to allocate the fair value of the proceeds from equity financings using a relative fair value approach. Like other stock-based compensation, management uses judgment to determine the inputs to the Black-Scholes option pricing model including the expected life, and underlying share price volatility. Changes in these assumptions will impact the calculation of fair value and the value attributed to the warrants. The Company calculates volatility of warrants based on the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options. In connection with the February 14, 2020 registered direct offering, the Company issued 20,833,334 five and one half-year Series A warrants to purchase 20,833,334 shares of common stock at an exercise price of $0.20 . The Company also issued 1,041,667 warrants to purchase 1,041,667 shares of common stock at an exercise price of $0.15 per share to the placement agents. In connection with the April 9, 2020 Confidentiality Marketed Public Offering (CMPO), the Company issued 16,666,667 five-year Series B Warrants to purchase 16,666,667 common shares at an exercise price of $0.15 . The Company also issued 1,666,667 Placement Agent Warrants to purchase 1,666,667 common shares at an exercise price of $0.15 per share. In connection with the May 29, 2020 public offering, the Company issued 133,333,333 two-year Series C Warrants to purchase 133,333,333 common shares at an exercise price of $0.15 . The Company also issued 12,170,000 Series C Pre-Funded Warrants to purchase common shares at an exercise price of $0.0001 on a cashless exercise basis. As of December 31, 2020, all of the Series C Pre-Funded warrants had been exercised. In connection with the July 7, 2020 public offering, the Company issued 187,500,000 two-year Series D Warrants to purchase 187,500,000 common shares at an exercise price of $0.16 . The Company also issued 25,000,000 Series D Pre-Funded Warrants to purchase common shares at an exercise price of $0.0001 on a cashless exercise basis. As of December 31, 2020, all of the Series D Pre-Funded Warrants had been exercised. In connection with the July 1, 2022 asset acquisition of Revo Squared, the Company issued a ten-year warrant to purchase 10,000,000 common shares at a per share exercise price equal to $0.2201 . The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of September 30, 2022, no warrants have been exercised. In connection with the July 15, 2022 asset acquisition of Assisi, the Company issued a ten-year warrant to purchase 22,000,000 common shares at a per share exercise price equal to $0.252 . The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of September 30, 2022, no warrants have been exercised. As of September 30, 2022, details of the outstanding warrants were as follows: Weighted Average Exercise Warrants Remaining Original Issue date Price Outstanding Life February 14, 2020 0.1500 197,917 2.37 April 9, 2020 0.1500 363,501 2.53 July 1, 2022 0.2201 10,000,000 9.76 July 15, 2022 0.2520 22,000,000 9.80 Balance at September 30, 2022 32,561,418 |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income taxes | |
Income taxes | 14. Income taxes The Company is in an overall net deferred tax liability position as of September 30, 2022. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in utilization of the Company’s US federal and state net operating loss carryforwards in future tax periods. The Company is in a net deferred tax asset position in Canada and a full valuation allowance against the Canada deferred tax assets remains necessary as a result of the historical losses and the uncertainty of realizing any future tax benefits related to the Canadian deferred tax assets. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | 15. Commitments and contingencies On May 10, 2018, the Company entered into a Development, Commercialization and Exclusive Distribution Agreement. As part of the agreement, the Company is required to make the following future milestone payments: ● 1st payment: $3,500 in cash payment upon the achievement of future development milestones ● 2nd payment: $3,500 in equity, determined by dividing the amount due by the volume-weighted average price of the Company’s common stock on the NYSE American exchange over the 10 trading days prior to the achievement of the milestone event. As of September 30, 2022, none of the future development milestones related to the above agreement have been met. The Company has assessed the probability of meeting the above milestones and has determined that an accrual is not necessary as of September 30, 2022 and December 31, 2021. From time to time, the Company may be exposed to claims and legal actions in the normal course of business. The Company is not aware of any pending or threatened material litigation claims against the Company. |
Segment information
Segment information | 9 Months Ended |
Sep. 30, 2022 | |
Segment information | |
Segment information | 16. Segment information The Company’s operations are comprised of two reportable segments: ● Diagnostics, which consists of TRUFORMA products, and ● Therapeutics, which consists of PulseVet and Assisi products The Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer who has ultimate responsibility for enterprise decisions. Although our reportable segments provide similar products, each one is managed separately to better align with the Company’s customers and distribution / development partners. The CODM determines resource allocation for, and monitors performance of, the consolidated enterprise, the Diagnostics segment, and the Therapeutics segment together. The CODM relies on internal segment reporting that analyzes results on certain key performance indicators, namely, revenues and gross profit. Costs below gross profit are not allocated to the segments. The following is a reconciliation of consolidated revenue, cost of revenue, and gross profit amongst our reportable segments: Diagnostics Therapeutics Consolidated Net revenue $ 242 $ 12,531 $ 12,773 Cost of revenue 149 3,266 3,415 Gross profit (loss) $ 93 $ 9,265 $ 9,358 |
Loss per share
Loss per share | 9 Months Ended |
Sep. 30, 2022 | |
Loss per share | |
Loss per share | 17. Loss per share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net loss for the period $ (4,995) $ (6,346) $ (14,206) $ (15,093) Charge to retained earnings for preferred share exchange - - - (32,039) Loss attributable to common shareholders (4,995) (6,346) (14,206) (47,132) Denominator Weighted average shares - basic 979,946,407 978,494,076 979,915,419 948,664,410 Stock options — — — — Warrants — — — — Denominator for diluted loss per share 979,946,407 978,494,076 979,915,419 948,664,410 Loss per share - basic and diluted $ (0.005) $ (0.006) $ (0.014) $ (0.050) For the above-mentioned periods, the Company had 66,995,224 stock options and 32,561,418 warrants outstanding which could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would have been anti-dilutive. |
Related party transaction
Related party transaction | 9 Months Ended |
Sep. 30, 2022 | |
Related party transaction | |
Related party transaction | 18. Related party transaction On March 1, 2022 we entered into a Consulting Agreement with Johnny Powers, a member of our Board. Pursuant to the Powers Agreement, Dr. Powers provides strategic consulting services to the Company. Dr. Powers is entitled to $10 per month as compensation and reimbursement for authorized expenses. The Powers Agreement expires November 30, 2022. |
Significant accounting polici_2
Significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Significant accounting policies | |
Change in accounting for TRUFORMA instruments | Change in accounting for TRUFORMA instruments As of September 30, 2022, the company changed its policy of recognizing TRUFORMA instruments as inventory and reclassified $3,364 to property and equipment, depreciable over 10 years . The instruments will remain undepreciated until they are placed with customers. |
Estimates and assumptions | Change in accounting for TRUFORMA instruments As of September 30, 2022, the company changed its policy of recognizing TRUFORMA instruments as inventory and reclassified $3,364 to property and equipment, depreciable over 10 years . The instruments will remain undepreciated until they are placed with customers. Estimates and assumptions In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements. |
Investment Securities | Investment Securities Our investment securities, which are comprised of corporate bonds/notes and US treasuries, are accounted for in accordance with ASC 320, “Investments – Debt and Equity Securities” (“ASC 320”). The company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next 12 months, as available for sale. We classify these securities as both current and non-current depending on their time to maturity. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a component of stockholders’ equity |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. The Company utilizes the specific identification and First in, First out (“FIFO”) methods to track inventory costs. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions, and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis. |
Intangible assets | Intangible assets Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to website application and infrastructure development are capitalized and amortized over the website’s estimated useful life. Costs related to acquired trademarks, tradenames, customer relationships and developed technology have been capitalized and amortized over the estimated useful life. |
Revenue recognition and liabilities due to customers | Revenue recognition and liabilities due to customers The Company enters into agreements which may contain multiple promises where customers purchase products, services, or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services. The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately. The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care instrument, consumable products, and extended warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The extended warranties are also a separate performance obligation, whereby revenue is recognized over time. The nature of the Company’s business gives rise to variable consideration, including discounts and applicator (“trode”) returns. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments. At times the Company receives consideration prior to when the performance obligation is completed, giving rise to a contract liability. Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority. Segmented revenue for the three and nine months ended, September 30, 2022 was as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, Diagnostic Therapeutics Diagnostic Therapeutics 2022 2021 2022 2021 2022 2021 2022 2021 Consumables $ 94 $ 23 $ 1,011 $ - $ 242 $ 52 $ 1,011 $ - Instruments - - 1,272 - - - 4,374 - Trodes - - 2,319 - - - 6,545 - Other (e.g., Warranty and Repairs) - - 80 - - - 601 - Total Revenue $ 94 $ 23 $ 4,682 $ - $ 242 $ 52 $ 12,531 $ - Accounts receivable are recorded at net realizable value and have payment terms of 30 days. The Company recorded an allowance for doubtful accounts of $36 and $34, as of September 30, 2022 and December 31, 2021, respectively, which is recorded net in trade receivables. |
Cost of revenue | Cost of revenue Cost of revenue consists of materials, labor, and shipping costs incurred internally to produce and receive the products. Shipping and handling costs incurred by the Company are included in cost of revenue. |
Comparative figures | Comparative figures Construction in progress is separately stated in the current period balance sheet for $202. The consolidated balance sheets for the year ended December 31, 2021 have been adjusted for $420 of construction in progress that was included in intangible assets and property and equipment. This amount has been reclassified to a separate line in the balance sheet to conform to the current year presentation. The change in presentation had no effect on the reported results of operations. These changes in classification do not affect previously reported cash flows from operating activities in the consolidated statements of cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Significant accounting policies | |
Schedule of segmented revenue | For the Three Months Ended September 30, For the Nine Months Ended September 30, Diagnostic Therapeutics Diagnostic Therapeutics 2022 2021 2022 2021 2022 2021 2022 2021 Consumables $ 94 $ 23 $ 1,011 $ - $ 242 $ 52 $ 1,011 $ - Instruments - - 1,272 - - - 4,374 - Trodes - - 2,319 - - - 6,545 - Other (e.g., Warranty and Repairs) - - 80 - - - 601 - Total Revenue $ 94 $ 23 $ 4,682 $ - $ 242 $ 52 $ 12,531 $ - |
Investment securities (Tables)
Investment securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investment securities | |
Schedule of company's investment securities | Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 51,059 $ 332 $ (172) $ 51,219 Corporate notes / bonds 39,168 82 (547) 38,703 Debt security 1,000 - - 1,000 Money market funds 2,020 - - 2,020 U.S. govt. agencies 34,118 4 (178) 33,944 U.S. treasuries 24,773 58 (134) 24,697 Total investment securities $ 152,138 $ 476 $ (1,031) $ 151,583 |
Schedule of contractual maturities of investment securities | Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 38,111 $ 38,186 Original maturities of 91-365 days 74,249 74,200 Original maturities of 366+ days 39,778 39,197 Total investment securities $ 152,138 $ 151,583 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair value measurements | |
Schedule of the fair value of our investments | Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ $ 51,219 $ - $ 51,219 Corporate notes / bonds 38,703 - 38,703 Debt security - - 1,000 1,000 Money market funds 2,020 - - 2,020 U.S. govt. agencies 33,944 - - 33,944 U.S. treasuries 24,697 - 24,697 Total investment securities $ 60,661 $ 89,922 $ 1,000 $ 151,583 |
Schedule of investments and balance sheet classifications | Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ 8,993 $ 42,226 $ - $ 51,219 Corporate notes / bonds - 17,256 21,447 38,703 Debt security - - 1,000 1,000 Money market funds 2,020 - - 2,020 U.S. govt. agencies 15,192 7,881 10,871 33,944 U.S. treasuries 11,981 6,837 5,879 24,697 Total investment securities $ 38,186 $ 74,200 $ 39,197 $ 151,583 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Assisi | |
Summary of acquisition date fair values | Initial Allocation of Consideration Inventory, net $ 220 Prepaid expenses and deposits 271 Other receivables 406 Intangible Assets (estimated useful life) Customer relationships ( 19 years ) 2,800 Developed technology ( 10 years ) 4,500 E-commerce technology ( 2 years ) 200 Trade name ( 5 years ) 300 Total assets acquired 8,697 Other non current liabilities 45 Total liabilities assumed 45 Net assets acquired, excluding goodwill 8,652 Goodwill 14,329 Net assets acquired $ 22,981 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net Revenue $ 5,086 $ 1,330 $ 15,681 $ 3,652 Net Losses $ (4,995) $ (6,512) $ (14,845) $ (15,286) |
Summary of purchase price consideration | Cash $ 18,293 Fair value of warrants $ 4,688 Total $ 22,981 |
Schedule of pro forma financial information | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Adjustments to net revenues Assisi preacquisition revenues $ 310 $ 1,307 $ 2,908 $ 3,600 Adjustments to net income Assisi preacquisition net losses $ - $ (167) $ (639) $ (193) |
Revo Squared | |
Summary of acquisition date fair values | Initial Allocation of Consideration Trade receivables, net $ 8 Prepaid expenses and deposits 10 Intangible Assets (estimated useful life) Customer relationships ( 16 years ) 1,200 Developed technology ( 10 years ) 2,300 Trade name ( 5 years ) 200 Total assets acquired 3,718 Earnout liabilities 2,458 Total liabilities assumed 2,458 Net assets acquired, excluding goodwill 1,260 Goodwill 6,528 Net assets acquired $ 7,788 |
Summary of purchase price consideration | Cash $ 6,011 Fair value of warrants $ 1,777 Total $ 7,788 |
PulseVet | |
Summary of acquisition date fair values | Initial Measurement Allocation of Period Updated Consideration Adjustments Allocation Cash and cash equivalents $ 526 $ 3 $ 529 Trade receivables 269 — 269 Inventory 840 31 871 Prepaid expenses and deposits 365 — 365 Other receivables — 150 150 Property and equipment 125 — 125 Intangible Assets (estimated useful life) Customer relationships ( 11 years ) 22,650 — 22,650 Developed technology ( 15 years ) 8,650 — 8,650 Trade name ( 19 years ) 2,350 — 2,350 Other Assets 69 265 334 Total assets acquired 35,844 449 36,293 Accounts payable and accrued liabilities 1,112 (543) 569 Income tax payable 44 — 44 Deferred revenue 61 — 61 Liability for contracts with customers 332 — 332 Deferred tax liabilities 7,138 (814) 6,324 Other non current liabilities 143 265 408 Total liabilities assumed 8,830 (1,092) 7,738 Net assets acquired, excluding goodwill 27,014 1,541 28,555 Goodwill 44,915 (1,541) 43,374 Net assets acquired $ 71,929 $ — $ 71,929 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory | |
Summary of inventory | September 30, 2022 December 31, 2021 Diagnostics Therapeutics Consolidated Diagnostics Therapeutics Consolidated Raw Materials $ — $ 1,700 $ 1,700 $ — $ 890 $ 890 Finished Goods — 175 175 — 140 140 Purchased Inventory 554 — 554 1,848 — 1,848 Total 554 1,875 2,429 1,848 1,030 2,878 Reserves (7) (22) (29) (9) (21) (30) Inventory, Net $ 547 $ 1,853 $ 2,400 $ 1,839 $ 1,009 $ 2,848 |
Prepaid expenses and deposits (
Prepaid expenses and deposits (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid expenses and deposits. | |
Schedule of Prepaid Expenses and Deposits | September 30, December 31, 2022 2021 Deposits $ 2,114 $ 1,340 Prepaid marketing 125 83 Prepaid insurance 185 599 Prepaid taxes 822 — Other 595 214 Total $ 3,841 $ 2,236 |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and equipment | |
Schedule of property and equipment | September 30, December 31, 2022 2021 Machinery and office equipment $ 6,248 $ 1,392 Furniture and equipment 130 110 Laboratory equipment 231 225 Leasehold improvements 1,239 287 7,848 2,014 Accumulated depreciation and amortization 1,121 884 Net property and equipment $ 6,727 $ 1,130 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible assets | |
Schedule of Finite-Lived Intangible Assets | September 30, December 31, 2022 2021 Computer software $ 254 $ 28 Customer relationships 26,650 22,650 Technology 15,650 8,650 Trademarks 16 16 Tradename 2,850 2,350 Website 962 546 46,382 34,240 Accumulated amortization 3,604 1,064 Net intangibles $ 42,778 $ 33,176 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | 2022 Remainder $ 1,053 2023 4,077 2024 4,038 2025 3,873 2026 and beyond 29,737 Total $ 42,778 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Lessee, Operating Lease, Right of Use Asset and Lease Liabilities | September 30, December 31, 2022 2021 Right-of-use asset Cost Aggregate lease commitments $ 2,455 $ 1,779 Less: impact of present value (218) (155) Balance $ 2,237 $ 1,624 Reduction in right-of-use asset Straight line amortization 761 346 Interest (91) (42) Balance $ 670 $ 304 Net book value as at: Balance $ 1,567 $ 1,320 Lease liabilities Additions $ 2,260 $ 1,647 Payments (715) (310) Interest 91 42 Total lease liabilities $ 1,636 $ 1,379 Current portion of lease liabilities 578 415 Long term portion of lease liabilities 1,058 964 Total lease liabilities $ 1,636 $ 1,379 |
Lessee, Operating Lease, Liability, Maturity | 2022 Remainder $ 155 2023 638 2024 609 2025 165 2026 129 2027 44 Total $ 1,740 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock-based compensation | |
Share-based Payment Arrangement, Option, Activity | Number of Weighted Avg Options Exercise Price Balance at December 31, 2021 50,717,724 $ 0.4466 Stock options granted 28,075,000 0.3082 Stock options forfeited 2,687,500 0.5351 Vested stock options expired 9,110,000 0.2404 Balance at September 30, 2022 66,995,224 $ 0.4135 Vested at September 30, 2022 15,875,099 $ 0.3537 |
Summary of issued and outstanding stock options | Number of Weighted Avg Number of Options Number of Unvested Remaining Life Issued Vested Options Options Outstanding Grant Date Exercise Price and Outstanding Outstanding Outstanding (Years) March 14, 2020 0.19 75,000 75,000 — 0.01 March 14, 2020 0.19 37,500 37,500 — 0.21 March 14, 2020 0.19 1,133,557 837,182 296,375 2.45 July 9, 2020 0.18 175,000 131,250 43,750 2.78 August 25, 2020 0.13 20,000 10,000 10,000 2.90 October 1, 2020 0.11 266,667 116,667 150,000 3.01 October 20, 2020 0.09 20,000 10,000 10,000 3.06 December 31, 2020 0.23 125,000 125,000 — 0.01 December 31, 2020 0.23 50,000 50,000 — 0.21 December 31, 2020 0.23 15,742,500 8,632,500 7,110,000 8.25 February 26, 2021 1.87 100,000 100,000 — 0.22 February 26, 2021 1.87 200,000 100,000 100,000 8.41 March 1, 2021 2.06 200,000 100,000 100,000 8.42 March 8, 2021 1.88 200,000 100,000 100,000 8.44 March 15, 2021 2.49 200,000 100,000 100,000 8.46 May 12, 2021 0.78 3,400,000 850,000 2,550,000 8.62 May 14, 2021 0.75 3,200,000 850,000 2,350,000 8.62 August 11, 2021 0.57 50,000 50,000 — 0.15 August 11, 2021 0.57 900,000 225,000 675,000 8.87 August 18, 2021 0.50 200,000 50,000 150,000 8.89 August 23, 2021 0.50 100,000 25,000 75,000 8.90 September 13, 2021 0.57 800,000 200,000 600,000 8.96 October 1, 2021 0.58 12,650,000 — 12,650,000 9.01 January 3, 2022 0.36 100,000 — 100,000 9.27 January 4, 2022 0.35 200,000 — 200,000 9.27 January 14, 2022 0.35 200,000 — 200,000 9.30 January 16, 2022 0.35 200,000 — 200,000 9.30 January 18, 2022 0.35 100,000 — 100,000 9.31 February 14, 2022 0.30 200,000 — 200,000 9.38 February 21, 2022 0.37 200,000 — 200,000 9.40 February 25, 2022 0.35 12,300,000 — 12,300,000 9.41 March 30, 2022 0.35 200,000 — 200,000 9.50 April 1, 2022 0.34 200,000 — 200,000 9.51 April 6, 2022 0.32 100,000 — 100,000 9.52 April 11, 2022 0.31 75,000 — 75,000 9.54 May 2, 2022 0.25 300,000 — 300,000 9.59 May 9, 2022 0.21 700,000 — 700,000 9.61 May 11, 2022 0.20 400,000 — 400,000 9.62 May 16, 2022 0.23 100,000 — 100,000 9.63 May 31, 2022 0.24 500,000 — 500,000 9.67 June 1, 2022 0.25 500,000 — 500,000 9.68 June 6, 2022 0.26 200,000 — 200,000 9.69 June 13, 2022 0.24 200,000 — 200,000 9.71 June 17, 2022 0.24 375,000 375,000 — 2.45 June 17, 2022 0.24 225,000 225,000 — 3.00 June 17, 2022 0.24 2,500,000 2,500,000 — 8.26 July 1, 2022 0.21 350,000 — 350,000 9.76 July 5, 2022 0.22 200,000 — 200,000 9.77 July 6, 2022 0.26 100,000 — 100,000 9.77 July 25, 2022 0.25 200,000 — 200,000 9.82 August 1, 2022 0.28 100,000 — 100,000 9.84 August 5, 2022 0.34 2,850,000 — 2,850,000 9.85 August 8, 2022 0.39 100,000 — 100,000 9.86 August 17, 2022 0.31 200,000 — 200,000 9.89 August 19, 2022 0.27 400,000 — 400,000 9.89 August 22, 2022 0.27 400,000 — 400,000 9.90 August 29, 2022 0.27 400,000 — 400,000 9.92 August 31, 2022 0.25 800,000 — 800,000 9.93 September 6, 2022 0.21 75,000 — 75,000 9.94 September 21, 2022 0.23 200,000 — 200,000 9.98 September 23, 2022 0.21 400,000 — 400,000 9.99 September 26, 2022 0.22 300,000 — 300,000 10.00 Balance at September 30, 2022 66,995,224 15,875,099 51,120,125 |
Summary of option fair value assumptions | Grant Date Volatility Risk-Free Interest Rate Expected Life (In Years) Dividend Yield Common Share Price Strike Price Forfeiture Rate February 26, 2021 117 % 0.95 % 10 0 % $ 1.87 $ 1.87 0 % March 1, 2021 117 0.92 10 0 2.06 2.06 0 March 8, 2021 117 1.07 10 0 1.88 1.88 0 May 12, 2021 118 1.11 6.21 - 6.22 0 0.78 0.78 0 August 11, 2021 116 0.96 6.18 - 6.25 0 0.56 0.57 0 August 23, 2021 116 0.92 6.25 0 0.50 0.50 0 September 27, 2021 116 1.14 6.25 0 0.54 0.54 0 October 1, 2021 116 1.10 6.25 0 0.57 0.58 0 January 3, 2022 114 1.50 6.25 0 0.36 0.36 0 January 4, 2022 114 1.47 6.25 0 0.35 0.35 0 January 14, 2022 114 1.64 6.25 0 0.35 0.35 0 January 16, 2022 114 1.73 6.25 0 0.35 0.35 0 January 18, 2022 114 1.74 6.25 0 0.35 0.35 0 February 14, 2022 113 1.94 6.25 0 0.29 0.30 0 February 21, 2022 113 1.89 6.25 0 0.37 0.37 0 February 25, 2022 113 1.91 6.25 0 0.35 0.35 0 March 30, 2022 114 2.43 6.25 0 0.35 0.35 0 April 1, 2022 114 2.53 6.25 0 0.33 0.34 0 April 6, 2022 114 2.70 6.25 0 0.32 0.32 0 April 7, 2022 114 2.72 6.25 0 0.31 0.31 0 April 11, 2022 114 2.82 6.25 0 0.30 0.31 0 May 2, 2022 113 3.03 6.25 0 0.25 0.25 0 May 9, 2022 113 3.00 6.25 0 0.21 0.21 0 May 11, 2022 113 2.92 6.25 0 0.20 0.20 0 May 16, 2022 113 2.86 6.25 0 0.22 0.23 0 May 31, 2022 113 2.84 6.25 0 0.23 0.24 0 June 1, 2022 113 2.96 6.25 0 0.25 0.25 0 June 6, 2022 113 3.05 6.25 0 0.26 0.26 0 June 13, 2022 112 3.55 6.25 0 0.24 0.24 0 June 17, 2022 112 3.02 1.37 0 0.24 0.24 0 June 17, 2022 112 3.02 1.64 0 0.24 0.24 0 June 17, 2022 112 3.35 4.27 0 0.24 0.24 0 July 1, 2022 112 2.90 6.25 0 0.21 0.21 0 July 1, 2022 112 2.90 6.25 0 0.21 0.21 0 July 1, 2022 112 2.90 6.25 0 0.21 0.21 0 July 5, 2022 112 2.85 6.25 0 0.22 0.22 0 July 6, 2022 112 2.98 6.25 0 0.25 0.26 0 July 25, 2022 112 2.94 6.25 0 0.25 0.25 0 August 1, 2022 112 2.65 6.25 0 0.28 0.28 0 August 1, 2022 112 2.65 6.25 0 0.28 0.28 0 August 5, 2022 112 2.94 6.25 0 0.34 0.34 0 August 5, 2022 112 2.94 6.25 0 0.34 0.34 0 August 5, 2022 112 2.94 6.25 0 0.34 0.34 0 August 5, 2022 112 2.94 6.25 0 0.34 0.34 0 August 8, 2022 112 2.88 6.25 0 0.38 0.39 0 August 17, 2022 112 3.02 6.25 0 0.30 0.31 0 August 19, 2022 113 3.09 6.25 0 0.27 0.27 0 August 19, 2022 113 3.09 6.25 0 0.27 0.27 0 August 22, 2022 113 3.15 6.25 0 0.27 0.27 0 August 22, 2022 113 3.15 6.25 0 0.27 0.27 0 August 29, 2022 113 3.24 6.25 0 0.26 0.27 0 August 29, 2022 113 3.24 6.25 0 0.26 0.27 0 August 31, 2022 113 3.28 6.25 0 0.24 0.25 0 September 6, 2022 113 3.42 6.25 0 0.21 0.21 0 September 21, 2022 113 3.70 6.25 0 0.23 0.23 0 September 23, 2022 113 3.91 6.25 0 0.21 0.21 0 September 23, 2022 113 3.91 6.25 0 0.21 0.21 0 September 26, 2022 113 4.11 6.25 0 0.22 0.22 0 September 26, 2022 113 4.11 6.25 0 0.22 0.22 0 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants | |
Schedule of Warrants Outstanding | Weighted Average Exercise Warrants Remaining Original Issue date Price Outstanding Life February 14, 2020 0.1500 197,917 2.37 April 9, 2020 0.1500 363,501 2.53 July 1, 2022 0.2201 10,000,000 9.76 July 15, 2022 0.2520 22,000,000 9.80 Balance at September 30, 2022 32,561,418 |
Segment information (Tables)
Segment information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment information | |
Schedule of segments | Diagnostics Therapeutics Consolidated Net revenue $ 242 $ 12,531 $ 12,773 Cost of revenue 149 3,266 3,415 Gross profit (loss) $ 93 $ 9,265 $ 9,358 |
Loss per share (Tables)
Loss per share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Loss per share | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator Net loss for the period $ (4,995) $ (6,346) $ (14,206) $ (15,093) Charge to retained earnings for preferred share exchange - - - (32,039) Loss attributable to common shareholders (4,995) (6,346) (14,206) (47,132) Denominator Weighted average shares - basic 979,946,407 978,494,076 979,915,419 948,664,410 Stock options — — — — Warrants — — — — Denominator for diluted loss per share 979,946,407 978,494,076 979,915,419 948,664,410 Loss per share - basic and diluted $ (0.005) $ (0.006) $ (0.014) $ (0.050) |
Significant Accounting Polici_4
Significant Accounting Policies - PPE (Details) - Truforma [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Capitalization of Inventory | $ 3,364 |
Property, Plant and Equipment, Useful Life (Year) | 10 years |
Significant accounting polici_5
Significant accounting policies (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 | |
Allowance for doubtful accounts | $ 36 | $ 34 | |||
Net revenue | $ 4,776 | $ 23 | 12,773 | $ 52 | |
Construction in progress | 202 | 202 | $ 420 | ||
Diagnostics | |||||
Net revenue | 94 | 23 | 242 | 52 | |
Diagnostics | Consumables | |||||
Net revenue | 94 | $ 23 | 242 | $ 52 | |
Therapeutics | |||||
Net revenue | 4,682 | 12,531 | |||
Therapeutics | Consumables | |||||
Net revenue | 1,011 | 1,011 | |||
Therapeutics | Instruments | |||||
Net revenue | 1,272 | 4,374 | |||
Therapeutics | Trodes | |||||
Net revenue | 2,319 | 6,545 | |||
Therapeutics | Other revenue | |||||
Net revenue | $ 80 | $ 601 |
Investment securities (Details)
Investment securities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Investment securities | |
Acquisition Cost | $ 152,138 |
Accretion / (Amortization) | 476 |
Unrealized Gain / (Loss) | (1,031) |
Estimated Fair Value | 151,583 |
Accrued interest receivable | 405 |
Commercial paper | |
Investment securities | |
Acquisition Cost | 51,059 |
Accretion / (Amortization) | 332 |
Unrealized Gain / (Loss) | (172) |
Estimated Fair Value | 51,219 |
Corporate notes / bonds | |
Investment securities | |
Acquisition Cost | 39,168 |
Accretion / (Amortization) | 82 |
Unrealized Gain / (Loss) | (547) |
Estimated Fair Value | 38,703 |
Debt security | |
Investment securities | |
Acquisition Cost | 1,000 |
Estimated Fair Value | 1,000 |
Money market funds | |
Investment securities | |
Acquisition Cost | 2,020 |
Estimated Fair Value | 2,020 |
US govt agencies | |
Investment securities | |
Acquisition Cost | 34,118 |
Accretion / (Amortization) | 4 |
Unrealized Gain / (Loss) | (178) |
Estimated Fair Value | 33,944 |
US treasuries | |
Investment securities | |
Acquisition Cost | 24,773 |
Accretion / (Amortization) | 58 |
Unrealized Gain / (Loss) | (134) |
Estimated Fair Value | $ 24,697 |
Investment securities - Maturit
Investment securities - Maturities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Investment securities | |
Acquisition Cost, Original maturities of 90 days or less | $ 38,111 |
Acquisition Cost, Original maturities of 91-365 days | 74,249 |
Acquisition Cost, Original maturities of 365+ days | 39,778 |
Acquisition Cost | 152,138 |
Fair Value, Original maturities of 90 days or less | 38,186 |
Fair Value, Original maturities of 91-365 days | 74,200 |
Fair Value, Original maturities of 365+ days | 39,197 |
Estimated Fair Value | $ 151,583 |
Fair value measurements (Detail
Fair value measurements (Details) - Debt security | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair value | |
Convertible note receivable | $ 1,000,000 |
Unrealized gain (loss) | 0 |
Impairment of investments | $ 0 |
Fair value measurements - Inves
Fair value measurements - Investments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Fair value | |
Total investment securities | $ 151,583 |
Commercial paper | |
Fair value | |
Total investment securities | 51,219 |
Corporate notes / bonds | |
Fair value | |
Total investment securities | 38,703 |
Debt security | |
Fair value | |
Total investment securities | 1,000 |
Money market funds | |
Fair value | |
Total investment securities | 2,020 |
U.S. govt. agencies | |
Fair value | |
Total investment securities | 33,944 |
U.S. treasuries | |
Fair value | |
Total investment securities | 24,697 |
Recurring | |
Fair value | |
Total investment securities | 151,583 |
Recurring | Commercial paper | |
Fair value | |
Total investment securities | 51,219 |
Recurring | Corporate notes / bonds | |
Fair value | |
Total investment securities | 38,703 |
Recurring | Debt security | |
Fair value | |
Total investment securities | 1,000 |
Recurring | Money market funds | |
Fair value | |
Total investment securities | 2,020 |
Recurring | U.S. govt. agencies | |
Fair value | |
Total investment securities | 33,944 |
Recurring | U.S. treasuries | |
Fair value | |
Total investment securities | 24,697 |
Recurring | Level 1 | |
Fair value | |
Total investment securities | 60,661 |
Recurring | Level 1 | Money market funds | |
Fair value | |
Total investment securities | 2,020 |
Recurring | Level 1 | U.S. govt. agencies | |
Fair value | |
Total investment securities | 33,944 |
Recurring | Level 1 | U.S. treasuries | |
Fair value | |
Total investment securities | 24,697 |
Recurring | Level 2 | |
Fair value | |
Total investment securities | 89,922 |
Recurring | Level 2 | Commercial paper | |
Fair value | |
Total investment securities | 51,219 |
Recurring | Level 2 | Corporate notes / bonds | |
Fair value | |
Total investment securities | 38,703 |
Recurring | Level 3 | |
Fair value | |
Total investment securities | 1,000 |
Recurring | Level 3 | Debt security | |
Fair value | |
Total investment securities | $ 1,000 |
Fair value measurements - Balan
Fair value measurements - Balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair value, balance sheet | ||
Cash and cash equivalents | $ 45,095 | $ 194,952 |
Available-For-Sale (Current) | 74,200 | |
Estimated Fair Value | 151,583 | |
Commercial paper | ||
Fair value, balance sheet | ||
Estimated Fair Value | 51,219 | |
Corporate notes / bonds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 38,703 | |
Debt security | ||
Fair value, balance sheet | ||
Estimated Fair Value | 1,000 | |
Money market funds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 2,020 | |
U.S. govt. agencies | ||
Fair value, balance sheet | ||
Estimated Fair Value | 33,944 | |
U.S. treasuries | ||
Fair value, balance sheet | ||
Estimated Fair Value | 24,697 | |
Recurring | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 38,186 | |
Available-For-Sale (Current) | 74,200 | |
Available-For-Sale (Non-Current) | 39,197 | |
Estimated Fair Value | 151,583 | |
Recurring | Commercial paper | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 8,993 | |
Available-For-Sale (Current) | 42,226 | |
Estimated Fair Value | 51,219 | |
Recurring | Corporate notes / bonds | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 17,256 | |
Available-For-Sale (Non-Current) | 21,447 | |
Estimated Fair Value | 38,703 | |
Recurring | Debt security | ||
Fair value, balance sheet | ||
Available-For-Sale (Non-Current) | 1,000 | |
Estimated Fair Value | 1,000 | |
Recurring | Money market funds | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 2,020 | |
Estimated Fair Value | 2,020 | |
Recurring | U.S. govt. agencies | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 15,192 | |
Available-For-Sale (Current) | 7,881 | |
Available-For-Sale (Non-Current) | 10,871 | |
Estimated Fair Value | 33,944 | |
Recurring | U.S. treasuries | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 11,981 | |
Available-For-Sale (Current) | 6,837 | |
Available-For-Sale (Non-Current) | 5,879 | |
Estimated Fair Value | $ 24,697 |
Business Combinations - 2022 (D
Business Combinations - 2022 (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2022 | Jul. 01, 2022 |
Assisi | ||
Business acquisition | ||
Purchase price | $ 18,293 | |
Escrow deposit | $ 1,400 | |
Warrant term | 10 years | |
Warrant to purchase common stock | 22,000,000 | |
Warrant, exercise price (in dollars per share) | $ 0.252 | |
Assisi | One year anniversary | ||
Business acquisition | ||
Escrow deposit | $ 500 | |
Escrow deposit term | 1 year | |
Assisi | 18-month anniversary | ||
Business acquisition | ||
Escrow deposit | $ 900 | |
Escrow deposit term | 18 months | |
Assisi | Post-closing adjustments | ||
Business acquisition | ||
Escrow deposit | $ 200 | |
Escrow deposit term | 90 days | |
Revo Squared | ||
Business acquisition | ||
Purchase price | $ 6,011 | |
Warrant term | 10 years | |
Warrant to purchase common stock | 10,000,000 | |
Warrant, exercise price (in dollars per share) | $ 0.2201 | |
Contingent consideration milestones | $ 4,000 | |
Goodwill expected to be deductible | 6,528 | |
Revo Squared | Post-closing adjustments | ||
Business acquisition | ||
Escrow deposit | $ 50 | |
Escrow deposit term | 90 days | |
Revo Squared | Indemnification obligation | ||
Business acquisition | ||
Escrow deposit | $ 500 | |
Escrow deposit term | 15 months | |
Revo Squared | Earnout payment at $5 million | ||
Business acquisition | ||
Contingent consideration milestones | $ 2,000 | |
Earnout milestone basis | 5,000 | |
Revo Squared | Earnout payment at $10 million | ||
Business acquisition | ||
Contingent consideration milestones | 2,000 | |
Earnout milestone basis | $ 10,000 |
Business Combinations - 2022 pu
Business Combinations - 2022 purchase price allocation (Details) - USD ($) $ in Thousands | Jul. 15, 2022 | Jul. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Business acquisition | ||||
Goodwill | $ 64,230 | $ 43,288 | ||
Assisi | ||||
Business acquisition | ||||
Inventory | $ 220 | |||
Prepaid expenses and deposits | 271 | |||
Other receivables | 406 | |||
Total assets acquired | 8,697 | |||
Other non current liabilities | 45 | |||
Total liabilities assumed | 45 | |||
Net assets acquired, excluding goodwill | 8,652 | |||
Goodwill | 14,329 | |||
Net assets acquired | 22,981 | |||
Assisi | Customer relationships | ||||
Business acquisition | ||||
Intangible assets | $ 2,800 | |||
Intangible assets indefinite useful lives | 19 years | |||
Assisi | Developed technology | ||||
Business acquisition | ||||
Intangible assets | $ 4,500 | |||
Intangible assets indefinite useful lives | 10 years | |||
Assisi | E-commerce technology | ||||
Business acquisition | ||||
Intangible assets | $ 200 | |||
Intangible assets indefinite useful lives | 2 years | |||
Assisi | Tradename | ||||
Business acquisition | ||||
Intangible assets | $ 300 | |||
Intangible assets indefinite useful lives | 5 years | |||
Revo Squared | ||||
Business acquisition | ||||
Cash and cash equivalents | $ 8 | |||
Inventory | 10 | |||
Total assets acquired | 3,718 | |||
Earnout liabilities | 2,458 | |||
Total liabilities assumed | 2,458 | |||
Net assets acquired, excluding goodwill | 1,260 | |||
Goodwill | 6,528 | |||
Net assets acquired | 7,788 | |||
Revo Squared | Customer relationships | ||||
Business acquisition | ||||
Intangible assets | $ 1,200 | |||
Intangible assets indefinite useful lives | 16 years | |||
Revo Squared | Developed technology | ||||
Business acquisition | ||||
Intangible assets | $ 2,300 | |||
Intangible assets indefinite useful lives | 10 years | |||
Revo Squared | Tradename | ||||
Business acquisition | ||||
Intangible assets | $ 200 | |||
Intangible assets indefinite useful lives | 5 years |
Business combinations - Purchas
Business combinations - Purchase price consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jul. 15, 2022 | Jul. 01, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Cash payment for acquisition | $ 24,304 | ||
Assisi | |||
Business Acquisition [Line Items] | |||
Cash payment for acquisition | $ 18,293 | ||
Fair value of warrants | 4,688 | ||
Total | $ 22,981 | ||
Revo Squared | |||
Business Acquisition [Line Items] | |||
Cash payment for acquisition | $ 6,011 | ||
Fair value of warrants | 1,777 | ||
Total | $ 7,788 |
Business Combinations - Proform
Business Combinations - Proforma (Details) - Assisi - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net revenue-proforma | $ 5,086 | $ 1,330 | $ 15,681 | $ 3,652 |
Net losses-proforma | (4,995) | (6,512) | (14,845) | (15,286) |
Assisi | ||||
Net revenue-proforma | $ 310 | 1,307 | 2,908 | 3,600 |
Net losses-proforma | $ (167) | $ (639) | $ (193) |
Business Combinations - PulseVe
Business Combinations - PulseVet (Details) - PulseVet $ in Thousands | Oct. 01, 2021 USD ($) |
Business acquisition | |
Ownership interest (as a percent) | 100% |
Cash payment for acquisition | $ 71,929 |
Goodwill expected to be deductible | $ 44,915 |
Business Combinations - Pulse_2
Business Combinations - PulseVet purchase price allocation (Details) - USD ($) $ in Thousands | Oct. 01, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Business acquisition | |||
Goodwill | $ 64,230 | $ 43,288 | |
PulseVet | |||
Business acquisition | |||
Cash and cash equivalents | $ 529 | ||
Inventory | 871 | ||
Prepaid expenses and deposits | 365 | ||
Trade receivables | 269 | ||
Other receivables | 150 | ||
Property and equipment | 125 | ||
Other Assets | 334 | ||
Total assets acquired | 36,293 | ||
Accounts payable and accrued liabilities | 569 | ||
Income tax payable | 44 | ||
Deferred revenue | 61 | ||
Liability for contracts with customers | 332 | ||
Deferred tax liabilities | 6,324 | ||
Other non current liabilities | 408 | ||
Total liabilities assumed | 7,738 | ||
Net assets acquired, excluding goodwill | 28,555 | ||
Goodwill | 43,374 | ||
Net assets acquired | 71,929 | ||
PulseVet | Technology | |||
Business acquisition | |||
Intangible assets | $ 8,650 | ||
Intangible assets indefinite useful lives | 15 years | ||
PulseVet | Tradename | |||
Business acquisition | |||
Intangible assets | $ 2,350 | ||
Intangible assets indefinite useful lives | 19 years | ||
PulseVet | Customer relationships | |||
Business acquisition | |||
Intangible assets | $ 22,650 | ||
Intangible assets indefinite useful lives | 11 years | ||
PulseVet | Previously Reported [Member] | |||
Business acquisition | |||
Cash and cash equivalents | $ 526 | ||
Inventory | 840 | ||
Prepaid expenses and deposits | 365 | ||
Trade receivables | 269 | ||
Property and equipment | 125 | ||
Other Assets | 69 | ||
Total assets acquired | 35,844 | ||
Accounts payable and accrued liabilities | 1,112 | ||
Income tax payable | 44 | ||
Deferred revenue | 61 | ||
Liability for contracts with customers | 332 | ||
Deferred tax liabilities | 7,138 | ||
Other non current liabilities | 143 | ||
Total liabilities assumed | 8,830 | ||
Net assets acquired, excluding goodwill | 27,014 | ||
Goodwill | 44,915 | ||
Net assets acquired | 71,929 | ||
PulseVet | Previously Reported [Member] | Technology | |||
Business acquisition | |||
Intangible assets | 8,650 | ||
PulseVet | Previously Reported [Member] | Tradename | |||
Business acquisition | |||
Intangible assets | 2,350 | ||
PulseVet | Previously Reported [Member] | Customer relationships | |||
Business acquisition | |||
Intangible assets | 22,650 | ||
PulseVet | Revision of Prior Period, Adjustment [Member] | |||
Business acquisition | |||
Cash and cash equivalents | 3 | ||
Inventory | 31 | ||
Other receivables | 150 | ||
Other Assets | 265 | ||
Total assets acquired | 449 | ||
Accounts payable and accrued liabilities | (543) | ||
Deferred tax liabilities | (814) | ||
Other non current liabilities | 265 | ||
Total liabilities assumed | (1,092) | ||
Net assets acquired, excluding goodwill | 1,541 | ||
Goodwill | $ (1,541) |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Raw Materials | $ 1,700 | $ 890 |
Finished Goods | 175 | 140 |
Purchased Inventory | 554 | 1,848 |
Total | 2,429 | 2,878 |
Reserves | (29) | (30) |
Inventory, Net | 2,400 | 2,848 |
Diagnostics | ||
Purchased Inventory | 554 | 1,848 |
Total | 554 | 1,848 |
Reserves | (7) | (9) |
Inventory, Net | 547 | 1,839 |
Therapeutics | ||
Raw Materials | 1,700 | 890 |
Finished Goods | 175 | 140 |
Total | 1,875 | 1,030 |
Reserves | (22) | (21) |
Inventory, Net | $ 1,853 | $ 1,009 |
Prepaid expenses and deposits_2
Prepaid expenses and deposits (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid expenses and deposits. | ||
Deposits | $ 2,114 | $ 1,340 |
Prepaid marketing | 125 | 83 |
Prepaid insurance | 185 | 599 |
Prepaid taxes | 822 | |
Other | 595 | 214 |
Total | $ 3,841 | $ 2,236 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, plant and equipment, gross | $ 7,848 | $ 7,848 | $ 2,014 | ||
Accumulated depreciation and amortization | 1,121 | 1,121 | 884 | ||
Net property and equipment | 6,727 | 6,727 | 1,130 | ||
Depreciation expense | 109 | $ 60 | 270 | $ 175 | |
Machinery and office equipment | |||||
Property, plant and equipment, gross | 6,248 | 6,248 | 1,392 | ||
Furniture and equipment | |||||
Property, plant and equipment, gross | 130 | 130 | 110 | ||
Laboratory equipment | |||||
Property, plant and equipment, gross | 231 | 231 | 225 | ||
Leasehold improvements | |||||
Property, plant and equipment, gross | $ 1,239 | $ 1,239 | $ 287 |
Intangible assets - Summary (De
Intangible assets - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Intangible assets | ||
Intangible assets | $ 46,382 | $ 34,240 |
Accumulated amortization | 3,604 | 1,064 |
Total | 42,778 | 33,176 |
Computer software | ||
Intangible assets | ||
Intangible assets | 254 | 28 |
Customer relationships | ||
Intangible assets | ||
Intangible assets | 2,850 | 2,350 |
Technology | ||
Intangible assets | ||
Intangible assets | 962 | 546 |
Trademarks | ||
Intangible assets | ||
Intangible assets | 26,650 | 22,650 |
Tradename | ||
Intangible assets | ||
Intangible assets | 16 | 16 |
Website | ||
Intangible assets | ||
Intangible assets | $ 15,650 | $ 8,650 |
Intangible assets - Amortizatio
Intangible assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Intangible assets | |||||
2022 Remainder | $ 1,053 | $ 1,053 | |||
2023 | 4,077 | 4,077 | |||
2024 | 4,038 | 4,038 | |||
2025 | 3,873 | 3,873 | |||
2026 and beyond | 29,737 | 29,737 | |||
Total | 42,778 | 42,778 | $ 33,176 | ||
Amortization - intangible assets | $ 1,045 | $ 47 | $ 2,540 | $ 136 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Jul. 01, 2022 USD ($) ft² | Apr. 01, 2022 USD ($) ft² | Sep. 15, 2021 USD ($) | Feb. 01, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Operating Lease, Right-of-Use Asset | $ 1,567 | $ 1,567 | $ 1,320 | |||||||
Operating lease expense | 268 | $ 94 | 598 | $ 271 | ||||||
Operating lease liability | 1,636 | 1,636 | $ 1,379 | |||||||
Research and development expenses | ||||||||||
Operating lease expense | 15 | 32 | 48 | 69 | ||||||
General and administrative expenses | ||||||||||
Operating lease expense | $ 253 | $ 62 | $ 550 | $ 202 | ||||||
Wickfield Phoenix office lease | ||||||||||
Operating lease term | 48 months | |||||||||
Operating Lease, Right-of-Use Asset | $ 1,258 | |||||||||
Discount rate (as a percent) | 3.95% | |||||||||
(Gain) loss on right-of-use assets | $ 24 | |||||||||
Wickfield Phoenix office lease | Minimum | ||||||||||
Monthly rent payment | $ 12 | |||||||||
Wickfield Phoenix office lease | Maximum | ||||||||||
Monthly rent payment | $ 31 | |||||||||
Wickfield Phoenix warehouse lease | ||||||||||
Operating lease term | 41 months | |||||||||
Operating Lease, Right-of-Use Asset | $ 366 | |||||||||
Discount rate (as a percent) | 3.95% | |||||||||
Wickfield Phoenix warehouse lease | Minimum | ||||||||||
Monthly rent payment | $ 5 | |||||||||
Wickfield Phoenix warehouse lease | Maximum | ||||||||||
Monthly rent payment | $ 10 | |||||||||
ULF Northfield Business Center | ||||||||||
Operating lease term | 61 months | |||||||||
Operating Lease, Right-of-Use Asset | $ 546 | |||||||||
Discount rate (as a percent) | 3.95% | |||||||||
Lease area | ft² | 12,400 | |||||||||
ULF Northfield Business Center | Minimum | ||||||||||
Monthly rent payment | $ 9 | |||||||||
ULF Northfield Business Center | Maximum | ||||||||||
Monthly rent payment | $ 11 | |||||||||
Lebow 1031 Legacy | ||||||||||
Operating lease term | 18 months | |||||||||
Monthly rent payment | $ 4 | |||||||||
Operating Lease, Right-of-Use Asset | $ 67 | |||||||||
Discount rate (as a percent) | 7% | |||||||||
Lease area | ft² | 4,626 |
Leases - Balance sheet (Details
Leases - Balance sheet (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases | ||
Aggregate lease commitments | $ 2,455 | $ 1,779 |
Less: impact of present value and lease modification | (218) | (155) |
Balance, cost | 2,237 | 1,624 |
Straight line amortization | 761 | 346 |
Interest | (91) | (42) |
Balance, reduction in right-of-use asset | 670 | 304 |
Net book value | 1,567 | 1,320 |
Additions | 2,260 | 1,647 |
Payments | (715) | (310) |
Interest | 91 | 42 |
Current portion of lease liabilities | 578 | 415 |
Long term portion of lease liabilities | 1,058 | 964 |
Total lease liabilities | $ 1,636 | $ 1,379 |
Leases - Undiscounted liability
Leases - Undiscounted liability (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
2022 Remainder | $ 155 |
2023 | 638 |
2024 | 609 |
2025 | 165 |
2026 | 129 |
2027 | 44 |
Total | $ 1,740 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based compensation | ||||
Stock options granted (in shares) | 7,075,000 | 2,900,000 | 28,075,000 | 12,100,000 |
Vesting period | 4 years | 4 years | 4 years | 4 years |
Expiration period | 10 years | 10 years | 10 years | 10 years |
Sharebased Payment Arrangement Expense | $ 1,920 | $ 1,438 | $ 6,452 | $ 4,503 |
Stock-based compensation - Opti
Stock-based compensation - Option activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based compensation | ||||
Options Outstanding, beginning balance (in shares) | 50,717,724 | |||
Stock options granted (in shares) | 7,075,000 | 2,900,000 | 28,075,000 | 12,100,000 |
Stock options forfeited (in shares) | 2,687,500 | |||
Vested stock options expired (in shares) | 9,110,000 | |||
Options Outstanding, ending balance (in shares) | 66,995,224 | 66,995,224 | ||
Vested (in shares) | 15,875,099 | 15,875,099 | ||
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | $ 0.4466 | |||
Weighted Avg Exercise Price, Stock options granted (in dollars per share) | 0.3082 | |||
Weighted Avg Exercise Price Stock options forfeited (in dollars per share) | 0.5351 | |||
Weighted Avg Exercise Price Stock options expired (in dollars per share) | 0.2404 | |||
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | $ 0.4135 | 0.4135 | ||
Weighted Avg Exercise Price Vested (in dollars per share) | $ 0.3537 | $ 0.3537 |
Stock-based compensation - Op_2
Stock-based compensation - Option details (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.3082 | |
Number of options issued and outstanding (in shares) | 66,995,224 | 50,717,724 |
Number of vested options outstanding (in shares) | 15,875,099 | |
Number of unvested options outstanding (in shares) | 51,120,125 | |
July 9, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.18 | |
Number of options issued and outstanding (in shares) | 175,000 | |
Number of vested options outstanding (in shares) | 131,250 | |
Number of unvested options outstanding (in shares) | 43,750 | |
Weighted avg remaining life outstanding | 2 years 9 months 10 days | |
August 25, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.13 | |
Number of options issued and outstanding (in shares) | 20,000 | |
Number of vested options outstanding (in shares) | 10,000 | |
Number of unvested options outstanding (in shares) | 10,000 | |
Weighted avg remaining life outstanding | 2 years 10 months 24 days | |
October 1, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.11 | |
Number of options issued and outstanding (in shares) | 266,667 | |
Number of vested options outstanding (in shares) | 116,667 | |
Number of unvested options outstanding (in shares) | 150,000 | |
Weighted avg remaining life outstanding | 3 years 3 days | |
October 20, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.09 | |
Number of options issued and outstanding (in shares) | 20,000 | |
Number of vested options outstanding (in shares) | 10,000 | |
Number of unvested options outstanding (in shares) | 10,000 | |
Weighted avg remaining life outstanding | 3 years 21 days | |
March 1, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 2.06 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of vested options outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 8 years 5 months 1 day | |
March 8, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 1.88 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of vested options outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 8 years 5 months 8 days | |
March 15, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 2.49 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of vested options outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 8 years 5 months 15 days | |
May 12, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.78 | |
Number of options issued and outstanding (in shares) | 3,400,000 | |
Number of vested options outstanding (in shares) | 850,000 | |
Number of unvested options outstanding (in shares) | 2,550,000 | |
Weighted avg remaining life outstanding | 8 years 7 months 13 days | |
May 14, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.75 | |
Number of options issued and outstanding (in shares) | 3,200,000 | |
Number of vested options outstanding (in shares) | 850,000 | |
Number of unvested options outstanding (in shares) | 2,350,000 | |
Weighted avg remaining life outstanding | 8 years 7 months 13 days | |
August 18, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.50 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of vested options outstanding (in shares) | 50,000 | |
Number of unvested options outstanding (in shares) | 150,000 | |
Weighted avg remaining life outstanding | 8 years 10 months 20 days | |
August 23, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.50 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of vested options outstanding (in shares) | 25,000 | |
Number of unvested options outstanding (in shares) | 75,000 | |
Weighted avg remaining life outstanding | 8 years 10 months 24 days | |
September 13, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.57 | |
Number of options issued and outstanding (in shares) | 800,000 | |
Number of vested options outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 600,000 | |
Weighted avg remaining life outstanding | 8 years 11 months 15 days | |
October 01, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.58 | |
Number of options issued and outstanding (in shares) | 12,650,000 | |
Number of unvested options outstanding (in shares) | 12,650,000 | |
Weighted avg remaining life outstanding | 9 years 3 days | |
January 3, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.36 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 9 years 3 months 7 days | |
January 4, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.35 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 3 months 7 days | |
January 14, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.35 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 3 months 18 days | |
January 16, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.35 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 3 months 18 days | |
January 18, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.35 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 9 years 3 months 21 days | |
February 14, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.30 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 4 months 17 days | |
February 21, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.37 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 4 months 24 days | |
February 25, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.35 | |
Number of options issued and outstanding (in shares) | 12,300,000 | |
Number of unvested options outstanding (in shares) | 12,300,000 | |
Weighted avg remaining life outstanding | 9 years 4 months 28 days | |
March 30, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.35 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 6 months | |
April 1, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.34 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 6 months 3 days | |
April 6, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.32 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 9 years 6 months 7 days | |
April 11, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.31 | |
Number of options issued and outstanding (in shares) | 75,000 | |
Number of unvested options outstanding (in shares) | 75,000 | |
Weighted avg remaining life outstanding | 9 years 6 months 14 days | |
May 2, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.25 | |
Number of options issued and outstanding (in shares) | 300,000 | |
Number of unvested options outstanding (in shares) | 300,000 | |
Weighted avg remaining life outstanding | 9 years 7 months 2 days | |
May 9, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.21 | |
Number of options issued and outstanding (in shares) | 700,000 | |
Number of unvested options outstanding (in shares) | 700,000 | |
Weighted avg remaining life outstanding | 9 years 7 months 9 days | |
May 11, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.20 | |
Number of options issued and outstanding (in shares) | 400,000 | |
Number of unvested options outstanding (in shares) | 400,000 | |
Weighted avg remaining life outstanding | 9 years 7 months 13 days | |
May 16, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.23 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 9 years 7 months 17 days | |
May 31, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.24 | |
Number of options issued and outstanding (in shares) | 500,000 | |
Number of unvested options outstanding (in shares) | 500,000 | |
Weighted avg remaining life outstanding | 9 years 8 months 1 day | |
June 1, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.25 | |
Number of options issued and outstanding (in shares) | 500,000 | |
Number of unvested options outstanding (in shares) | 500,000 | |
Weighted avg remaining life outstanding | 9 years 8 months 4 days | |
June 6, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.26 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 8 months 8 days | |
June 13, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.24 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 8 months 15 days | |
July 1 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.21 | |
Number of options issued and outstanding (in shares) | 350,000 | |
Number of unvested options outstanding (in shares) | 350,000 | |
Weighted avg remaining life outstanding | 9 years 9 months 3 days | |
July 5 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.22 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 9 months 7 days | |
July 6 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.26 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 9 years 9 months 7 days | |
July 25 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.25 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 9 months 25 days | |
August 1 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.28 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 9 years 10 months 2 days | |
August 5 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.34 | |
Number of options issued and outstanding (in shares) | 2,850,000 | |
Number of unvested options outstanding (in shares) | 2,850,000 | |
Weighted avg remaining life outstanding | 9 years 10 months 6 days | |
August 8 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.39 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 9 years 10 months 9 days | |
August 17 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.31 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 10 months 20 days | |
August 19 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.27 | |
Number of options issued and outstanding (in shares) | 400,000 | |
Number of unvested options outstanding (in shares) | 400,000 | |
Weighted avg remaining life outstanding | 9 years 10 months 20 days | |
August 22 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.27 | |
Number of options issued and outstanding (in shares) | 400,000 | |
Number of unvested options outstanding (in shares) | 400,000 | |
Weighted avg remaining life outstanding | 9 years 10 months 24 days | |
August 29 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.27 | |
Number of options issued and outstanding (in shares) | 400,000 | |
Number of unvested options outstanding (in shares) | 400,000 | |
Weighted avg remaining life outstanding | 9 years 11 months 1 day | |
August 31 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.25 | |
Number of options issued and outstanding (in shares) | 800,000 | |
Number of unvested options outstanding (in shares) | 800,000 | |
Weighted avg remaining life outstanding | 9 years 11 months 4 days | |
September 6 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.21 | |
Number of options issued and outstanding (in shares) | 75,000 | |
Number of unvested options outstanding (in shares) | 75,000 | |
Weighted avg remaining life outstanding | 9 years 11 months 8 days | |
September 21 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.23 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of unvested options outstanding (in shares) | 200,000 | |
Weighted avg remaining life outstanding | 9 years 11 months 23 days | |
September 23 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.21 | |
Number of options issued and outstanding (in shares) | 400,000 | |
Number of unvested options outstanding (in shares) | 400,000 | |
Weighted avg remaining life outstanding | 9 years 11 months 26 days | |
September 26 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.22 | |
Number of options issued and outstanding (in shares) | 300,000 | |
Number of unvested options outstanding (in shares) | 300,000 | |
Weighted avg remaining life outstanding | 10 years | |
Grantee One | March 14, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.19 | |
Number of options issued and outstanding (in shares) | 75,000 | |
Number of vested options outstanding (in shares) | 75,000 | |
Weighted avg remaining life outstanding | 3 days | |
Grantee One | December 31, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.23 | |
Number of options issued and outstanding (in shares) | 125,000 | |
Number of vested options outstanding (in shares) | 125,000 | |
Weighted avg remaining life outstanding | 3 days | |
Grantee One | February 26, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 1.87 | |
Number of options issued and outstanding (in shares) | 100,000 | |
Number of vested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 2 months 19 days | |
Grantee One | August 11, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.57 | |
Number of options issued and outstanding (in shares) | 50,000 | |
Number of vested options outstanding (in shares) | 50,000 | |
Weighted avg remaining life outstanding | 1 month 24 days | |
Grantee One | June 17, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.24 | |
Number of options issued and outstanding (in shares) | 375,000 | |
Number of vested options outstanding (in shares) | 375,000 | |
Weighted avg remaining life outstanding | 2 years 5 months 12 days | |
Grantee Two | March 14, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.19 | |
Number of options issued and outstanding (in shares) | 37,500 | |
Number of vested options outstanding (in shares) | 37,500 | |
Weighted avg remaining life outstanding | 2 months 15 days | |
Grantee Two | December 31, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.23 | |
Number of options issued and outstanding (in shares) | 50,000 | |
Number of vested options outstanding (in shares) | 50,000 | |
Weighted avg remaining life outstanding | 2 months 15 days | |
Grantee Two | February 26, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 1.87 | |
Number of options issued and outstanding (in shares) | 200,000 | |
Number of vested options outstanding (in shares) | 100,000 | |
Number of unvested options outstanding (in shares) | 100,000 | |
Weighted avg remaining life outstanding | 8 years 4 months 28 days | |
Grantee Two | August 11, 2021 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.57 | |
Number of options issued and outstanding (in shares) | 900,000 | |
Number of vested options outstanding (in shares) | 225,000 | |
Number of unvested options outstanding (in shares) | 675,000 | |
Weighted avg remaining life outstanding | 8 years 10 months 13 days | |
Grantee Two | June 17, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.24 | |
Number of options issued and outstanding (in shares) | 225,000 | |
Number of vested options outstanding (in shares) | 225,000 | |
Weighted avg remaining life outstanding | 3 years | |
Grantee Three | March 14, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.19 | |
Number of options issued and outstanding (in shares) | 1,133,557 | |
Number of vested options outstanding (in shares) | 837,182 | |
Number of unvested options outstanding (in shares) | 296,375 | |
Weighted avg remaining life outstanding | 2 years 5 months 12 days | |
Grantee Three | December 31, 2020 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.23 | |
Number of options issued and outstanding (in shares) | 15,742,500 | |
Number of vested options outstanding (in shares) | 8,632,500 | |
Number of unvested options outstanding (in shares) | 7,110,000 | |
Weighted avg remaining life outstanding | 8 years 3 months | |
Grantee Three | June 17, 2022 | ||
Share-based compensation | ||
Exercise Price (in dollars per share) | $ 0.24 | |
Number of options issued and outstanding (in shares) | 2,500,000 | |
Number of vested options outstanding (in shares) | 2,500,000 | |
Weighted avg remaining life outstanding | 8 years 3 months 3 days |
Stock-based compensation - Assu
Stock-based compensation - Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 26, 2022 | Sep. 23, 2022 | Sep. 21, 2022 | Sep. 06, 2022 | Aug. 31, 2022 | Aug. 29, 2022 | Aug. 22, 2022 | Aug. 19, 2022 | Aug. 17, 2022 | Aug. 08, 2022 | Aug. 05, 2022 | Aug. 01, 2022 | Jul. 25, 2022 | Jul. 06, 2022 | Jul. 05, 2022 | Jul. 01, 2022 | Jun. 17, 2022 | Jun. 13, 2022 | Jun. 06, 2022 | Jun. 01, 2022 | May 31, 2022 | May 16, 2022 | May 11, 2022 | May 09, 2022 | May 02, 2022 | Apr. 11, 2022 | Apr. 07, 2022 | Apr. 06, 2022 | Apr. 01, 2022 | Mar. 30, 2022 | Feb. 25, 2022 | Feb. 21, 2022 | Feb. 14, 2022 | Jan. 18, 2022 | Jan. 16, 2022 | Jan. 14, 2022 | Jan. 04, 2022 | Jan. 03, 2022 | Oct. 01, 2021 | Sep. 27, 2021 | Aug. 23, 2021 | Aug. 11, 2021 | May 12, 2021 | Mar. 08, 2021 | Mar. 01, 2021 | Feb. 26, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 113% | 113% | 113% | 113% | 113% | 113% | 113% | 113% | 112% | 112% | 112% | 112% | 112% | 112% | 112% | 112% | 112% | 113% | 113% | 113% | 113% | 113% | 113% | 113% | 114% | 114% | 114% | 114% | 114% | 113% | 113% | 113% | 114% | 114% | 114% | 114% | 114% | 116% | 116% | 116% | 116% | 118% | 117% | 117% | 117% | |||||
Risk-free interest rate | 4.11% | 3.91% | 3.70% | 3.42% | 3.28% | 3.24% | 3.15% | 3.09% | 3.02% | 2.88% | 2.94% | 2.65% | 2.94% | 2.98% | 2.85% | 2.90% | 3.55% | 3.05% | 2.96% | 2.84% | 2.86% | 2.92% | 3% | 3.03% | 2.82% | 2.72% | 2.70% | 2.53% | 2.43% | 1.91% | 1.89% | 1.94% | 1.74% | 1.73% | 1.64% | 1.47% | 1.50% | 1.10% | 1.14% | 0.92% | 0.96% | 1.11% | 1.07% | 0.92% | 0.95% | |||||
Expected life | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 10 years | 10 years | 10 years | |||||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | |||||
Common share price (in dollars per share) | $ 0.22 | $ 0.21 | $ 0.23 | $ 0.21 | $ 0.24 | $ 0.26 | $ 0.27 | $ 0.27 | $ 0.30 | $ 0.38 | $ 0.34 | $ 0.28 | $ 0.25 | $ 0.25 | $ 0.22 | $ 0.21 | $ 0.24 | $ 0.26 | $ 0.25 | $ 0.23 | $ 0.22 | $ 0.20 | $ 0.21 | $ 0.25 | $ 0.30 | $ 0.31 | $ 0.32 | $ 0.33 | $ 0.35 | $ 0.35 | $ 0.37 | $ 0.29 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.36 | $ 0.57 | $ 0.54 | $ 0.50 | $ 0.56 | $ 0.78 | $ 1.88 | $ 2.06 | $ 1.87 | |||||
Strike price (in dollars per share) | $ 0.22 | $ 0.21 | $ 0.23 | $ 0.21 | $ 0.25 | $ 0.27 | $ 0.27 | $ 0.27 | $ 0.31 | $ 0.39 | $ 0.34 | $ 0.28 | $ 0.25 | $ 0.26 | $ 0.22 | $ 0.21 | $ 0.24 | $ 0.26 | $ 0.25 | $ 0.24 | $ 0.23 | $ 0.20 | $ 0.21 | $ 0.25 | $ 0.31 | $ 0.31 | $ 0.32 | $ 0.34 | $ 0.35 | $ 0.35 | $ 0.37 | $ 0.30 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.36 | $ 0.58 | $ 0.54 | $ 0.50 | $ 0.57 | $ 0.78 | $ 1.88 | $ 2.06 | $ 1.87 | |||||
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | |||||
Stock-based compensation | $ 1,920 | $ 1,438 | $ 6,452 | $ 4,503 | ||||||||||||||||||||||||||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 6 years 2 months 4 days | 6 years 2 months 15 days | ||||||||||||||||||||||||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 6 years 3 months | 6 years 2 months 19 days | ||||||||||||||||||||||||||||||||||||||||||||||||
Grantee One | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 112% | |||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 3.02% | |||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year 4 months 13 days | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||||||||||||||||||||||||||||||||||
Common share price (in dollars per share) | $ 0.24 | |||||||||||||||||||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ 0.24 | |||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture rate | 0% | |||||||||||||||||||||||||||||||||||||||||||||||||
Grantee Two | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 112% | |||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 3.02% | |||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year 7 months 20 days | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||||||||||||||||||||||||||||||||||
Common share price (in dollars per share) | $ 0.24 | |||||||||||||||||||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ 0.24 | |||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture rate | 0% | |||||||||||||||||||||||||||||||||||||||||||||||||
Grantee Three | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 112% | |||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 3.35% | |||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 4 years 3 months 7 days | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||||||||||||||||||||||||||||||||||
Common share price (in dollars per share) | $ 0.24 | |||||||||||||||||||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ 0.24 | |||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture rate | 0% |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | ||||||
Jul. 15, 2022 | Jul. 01, 2022 | Jul. 07, 2020 | May 29, 2020 | Apr. 09, 2020 | Feb. 14, 2020 | Sep. 30, 2022 | |
Warrants outstanding (in shares) | 32,561,418 | ||||||
Revo Squared | |||||||
Warrants outstanding term | 10 years | ||||||
Securities called by warrants (in shares) | 10,000,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 0.2201 | ||||||
Warrants Exercised | 0 | ||||||
Assisi Animal Health | |||||||
Warrants outstanding term | 10 years | ||||||
Securities called by warrants (in shares) | 22,000,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 0.252 | ||||||
Warrants Exercised | 0 | ||||||
Series A Warrants | |||||||
Warrants outstanding (in shares) | 20,833,334 | ||||||
Warrants outstanding term | 5 years 6 months | ||||||
Securities called by warrants (in shares) | 20,833,334 | ||||||
Warrant, exercise price (in dollars per share) | $ 0.20 | ||||||
Placement Agent Warrants | |||||||
Warrants outstanding (in shares) | 1,666,667 | 1,041,667 | |||||
Securities called by warrants (in shares) | 1,666,667 | 1,041,667 | |||||
Warrant, exercise price (in dollars per share) | $ 0.15 | $ 0.15 | |||||
Series B Warrants | |||||||
Warrants outstanding (in shares) | 16,666,667 | ||||||
Warrants outstanding term | 5 years | ||||||
Securities called by warrants (in shares) | 16,666,667 | ||||||
Warrant, exercise price (in dollars per share) | $ 0.15 | ||||||
Series C Warrants | |||||||
Warrants outstanding (in shares) | 133,333,333 | ||||||
Warrants outstanding term | 2 years | ||||||
Securities called by warrants (in shares) | 133,333,333 | ||||||
Warrant, exercise price (in dollars per share) | $ 0.15 | ||||||
Series C Pre-funded Warrants | |||||||
Warrants outstanding (in shares) | 12,170,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 0.0001 | ||||||
Series D Warrants | |||||||
Warrants outstanding (in shares) | 187,500,000 | ||||||
Warrants outstanding term | 2 years | ||||||
Securities called by warrants (in shares) | 187,500,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 0.16 | ||||||
Series D Pre-funded Warrants | |||||||
Warrants outstanding (in shares) | 25,000,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 0.0001 |
Warrants - Outstanding (Details
Warrants - Outstanding (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrants and Rights, Outstanding (in shares) | 32,561,418 |
February 14, 2020 | |
Warrants and Rights, Outstanding (in shares) | 197,917 |
Warrant, exercise price (in dollars per share) | $ / shares | $ 0.1500 |
Warrants, weighted average remaining life (Year) | 2 years 4 months 13 days |
April 9, 2020 | |
Warrants and Rights, Outstanding (in shares) | 363,501 |
Warrant, exercise price (in dollars per share) | $ / shares | $ 0.1500 |
Warrants, weighted average remaining life (Year) | 2 years 6 months 10 days |
July 1, 2022 | |
Warrants and Rights, Outstanding (in shares) | 10,000,000 |
Warrant, exercise price (in dollars per share) | $ / shares | $ 0.2201 |
Warrants, weighted average remaining life (Year) | 9 years 9 months 3 days |
July 15, 2022 | |
Warrants and Rights, Outstanding (in shares) | 22,000,000 |
Warrant, exercise price (in dollars per share) | $ / shares | $ 0.2520 |
Warrants, weighted average remaining life (Year) | 9 years 9 months 18 days |
Commitments and contingencies (
Commitments and contingencies (Details) - Seraph Biosciences, Inc. $ in Thousands | May 10, 2018 USD ($) |
Future milestone payable in cash | $ 3,500 |
Future milestone payable in equity | $ 3,500 |
Segment information - Segment (
Segment information - Segment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Number of reportable segments | segment | 2 | |||
Net revenue | $ 4,776 | $ 23 | $ 12,773 | $ 52 |
Cost of revenue | 1,215 | 18 | 3,415 | 59 |
Gross profit (loss) | 3,561 | 5 | 9,358 | (7) |
Diagnostics | ||||
Net revenue | 94 | $ 23 | 242 | $ 52 |
Cost of revenue | 149 | |||
Gross profit (loss) | 93 | |||
Therapeutics | ||||
Net revenue | $ 4,682 | 12,531 | ||
Cost of revenue | 3,266 | |||
Gross profit (loss) | $ 9,265 |
Loss per share (Details)
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 | |
Loss per share | ||||
Net loss | $ (4,995) | $ (6,346) | $ (14,206) | $ (15,093) |
Charge to retained earnings for preferred share exchange | (32,039) | |||
Loss attributable to common shareholders | $ (4,995) | $ (6,346) | $ (14,206) | $ (47,132) |
Weighted average shares - basic (in shares) | 979,946,407 | 978,494,076 | 979,915,419 | 948,664,410 |
Denominator for diluted loss per share (in shares) | 979,946,407 | 978,494,076 | 979,915,419 | 948,664,410 |
Loss per share - basic (in dollars per share) | $ (0.005) | $ (0.006) | $ (0.014) | $ (0.050) |
Loss per share - diluted (in dollars per share) | $ (0.005) | $ (0.006) | $ (0.014) | $ (0.050) |
Loss per share - Anti-dilutive
Loss per share - Anti-dilutive (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Stock options | |
Antidilutive securities | |
Antidilutive securities (in shares) | 66,995,224 |
Warrants. | |
Antidilutive securities | |
Antidilutive securities (in shares) | 32,561,418 |
Related party transaction (Deta
Related party transaction (Details) $ in Thousands | Mar. 01, 2022 USD ($) |
Related party transaction | |
Related party transaction | $ 10 |