Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | No | ||
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 Public Float | $ 212.6 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Cincinnati, Ohio | ||
Entity Central Index Key | 0001684144 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 27,399 | $ 194,952 |
Available-for-sale securities | 87,693 | |
Trade receivables, net | 596 | 315 |
Inventory, net | 2,746 | 2,848 |
Prepaid expenses and deposits | 3,799 | 1,842 |
Other receivables | 1,268 | 450 |
Total current assets | 123,501 | 200,407 |
Prepaid expenses and deposits | 188 | 394 |
Property and equipment, net | 6,809 | 1,130 |
Construction in progress | 692 | 420 |
Right-of-use asset | 1,665 | 1,320 |
Goodwill | 63,979 | 43,288 |
Intangible assets, net | 41,799 | 33,176 |
Non current available-for-sale securities | 40,712 | |
Other assets | 265 | 265 |
Total assets | 279,610 | 280,400 |
Current liabilities | ||
Accounts payable and accrued liabilities | 6,698 | 3,225 |
Accrued income taxes | 187 | 240 |
Current portion of lease obligations | 641 | 415 |
Customer contract liabilities | 207 | 198 |
Other current liabilities | 78 | 262 |
Total current liabilities | 7,811 | 4,340 |
Lease obligations | 1,097 | 964 |
Deferred tax liabilities | 1,245 | 3,709 |
Customer contract liabilities | 182 | 140 |
Other liabilities | 1,883 | 359 |
Total liabilities | 12,218 | 9,512 |
Commitments and contingencies (Note 17) | ||
Shareholders' equity | ||
Unlimited common shares, no par value; 979,949,668 and 979,899,668 issued and outstanding at December 31, 2022 and December 31, 2021 | 380,973 | 380,962 |
Additional paid-in capital | 23,666 | 9,313 |
Accumulated deficit | (136,404) | (119,389) |
Accumulated comprehensive income (loss) | (843) | 2 |
Total shareholders' equity | 267,392 | 270,888 |
Total liabilities and shareholders' equity | $ 279,610 | $ 280,400 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Common Shares, no par value (in dollars per share) | ||
Common Shares, issued (in shares) | 979,949,668 | 979,899,668 |
Common Shares, outstanding (in shares) | 979,949,668 | 979,899,668 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Net revenue | $ 18,930 | $ 4,133 |
Cost of revenue | 5,278 | 1,079 |
Gross profit | 13,652 | 3,054 |
Expenses | ||
Research and development | 2,578 | 1,673 |
Selling, general and administrative | 32,997 | 22,755 |
Loss from operations | (21,923) | (21,374) |
Interest income | 2,701 | 357 |
Interest expense | (1) | (6) |
Gain (loss) on disposal of assets | 1 | (249) |
Gain on extinguishment of debt | 533 | |
Other (loss) income | (7) | 52 |
Foreign exchange loss | (152) | (30) |
Loss before income taxes | (19,381) | (20,717) |
Income tax benefit | 2,366 | 2,333 |
Net loss | (17,015) | (18,384) |
Unrealized losses, change in fair value of available-for-sale securities, net of tax | (869) | |
Change in foreign currency translation | 24 | 2 |
Net loss and comprehensive loss | $ (17,860) | $ (18,382) |
Weighted average number of common shares - basic (in shares) | 979,924,052 | 956,533,761 |
Weighted average number of common shares - diluted (in shares) | 979,924,052 | 956,533,761 |
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, amount at Dec. 31, 2020 | $ 104,784 | $ 460 | $ 14,792 | $ (68,965) | $ 51,071 | |
Balance (in shares) at Dec. 31, 2020 | 642,036,228 | |||||
Stock-based compensation | 7,092 | 7,092 | ||||
Stock issuance from warrant exercises | $ 44,115 | (11,520) | 32,595 | |||
Stock issuance from warrant exercises (in shares) | 201,108,405 | |||||
Stock issuance costs | $ (14,281) | (14,281) | ||||
Stock issuance for financing | $ 199,525 | 199,525 | ||||
Stock issuance for financing (in shares) | 105,013,158 | |||||
Stock issuance from exercise of stock options | $ 2,820 | (1,051) | $ 1,769 | |||
Stock issuance from exercise of stock options (in shares) | 7,022,776 | 7,022,776 | ||||
Stock redemption | $ 43,999 | (32,040) | $ 11,959 | |||
Stock redemption (in shares) | 24,719,101 | |||||
Common stock subscribed | $ (460) | (460) | ||||
Net (loss) | (18,384) | (18,384) | ||||
Other comprehensive income (loss) | $ 2 | 2 | ||||
Balance, amount at Dec. 31, 2021 | $ 380,962 | 9,313 | (119,389) | 2 | 270,888 | |
Balance (in shares) at Dec. 31, 2021 | 979,899,668 | |||||
Stock-based compensation | 7,891 | 7,891 | ||||
Stock issuance from warrant exercises | $ 11 | (3) | 8 | |||
Stock issuance from warrant exercises (in shares) | 50,000 | |||||
Warrants issued | 6,465 | 6,465 | ||||
Net (loss) | (17,015) | (17,015) | ||||
Other comprehensive income (loss) | (845) | (845) | ||||
Balance, amount at Dec. 31, 2022 | $ 380,973 | $ 23,666 | $ (136,404) | $ (843) | $ 267,392 | |
Balance (in shares) at Dec. 31, 2022 | 979,949,668 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (17,015) | $ (18,384) |
Adjustments for | ||
Depreciation | 426 | 265 |
Amortization - intangible assets | 3,616 | 874 |
(Gain) loss on disposal of property and equipment | (1) | 249 |
Gain on other assets | (1) | |
Gain on extinguishment of debt | (533) | |
Stock-based compensation | 7,891 | 7,092 |
Non cash portion of rent expense | 16 | 38 |
Accretion/amortization of available-for-sale securities | (900) | |
Change in assets and liabilities, net of acquisitions: | ||
Purchased inventory | (4,008) | (2,774) |
Prepaid expenses and deposits | (1,465) | (130) |
Trade receivables | (283) | (47) |
Other receivables | (334) | (165) |
Accounts payable and accrued liabilities | 3,454 | 1,412 |
Accrued income tax | (53) | 196 |
Deferred tax liabilities | (2,356) | (2,528) |
Other current liabilities | (184) | 201 |
Customer contract liabilities | 51 | 6 |
Other liabilities | (525) | (47) |
Net cash used in operating activities | (11,670) | (14,276) |
Cash flows from investing activities: | ||
Investment in available-for-sale securities | (127,786) | |
Investment in debt security (at fair value) | (1,000) | |
Investment in property and equipment | (787) | (147) |
Acquisition of intangibles | (239) | (379) |
Investment in construction in progress | (1,764) | |
Investment in acquisitions, net of cash acquired (Assisi, PulseVet, and Revo Squared) | (24,304) | (71,399) |
Net cash used in investing activities | (155,880) | (71,925) |
Cash flows from financing activities: | ||
Cash proceeds from issuance of common shares and warrants | 199,525 | |
Cash received from warrant exercises | 8 | 32,135 |
Cash paid for shares and warrant issuance costs | (14,270) | |
Cash received from stock option exercises | 1,769 | |
Net cash provided by financing activities | 8 | 219,159 |
(Decrease) increase in cash and cash equivalents | (167,542) | 132,958 |
Effect of exchange rate changes on cash | (11) | 2 |
Cash and cash equivalents, beginning of year | 194,952 | 61,992 |
Cash and cash equivalents, end of year | 27,399 | 194,952 |
Noncash activities: | ||
Change in fair value of available-for-sale securities, net of tax | (869) | |
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 | 1,955 | |
Transfer of inventory into property and equipment | 4,331 | 798 |
Supplemental cash flow information: | ||
Interest received | $ 1,588 | $ 502 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Zomedica is a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. 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, challenges in manufacturing, challenges selling 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 | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Preparation | |
Basis of Preparation | 2. Basis of Preparation Principles of Consolidation The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. Intercompany transactions and balances between consolidated businesses have been eliminated. The accounting policies set out below have been applied consistently in the consolidated financial statements. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Significant Accounting Policies Basis of Measurement The consolidated financial statements have been prepared on the historical cost basis except as otherwise noted. Business Combinations We account for business combinations in accordance with ASC 805, Business Combinations, if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill. 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. Functional and Reporting Currencies The functional currency, as determined by management, for our subsidiaries in the United States, Switzerland, and Canada is U.S. dollars, which is also our reporting currency. The functional currency, as determined by management, for our Japanese subsidiary is Japanese Yen. Japanese Yen are translated for financial reporting purposes with translation gains and losses recorded as a component of other comprehensive income or loss. In respect of transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are measured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations and comprehensive loss. Comparative Figures Construction in progress is separately stated in the current period balance sheet for $692 . 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. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets held. The Company adopted ASU 2016-13 as of January 1, 2022 and there was no significant impact on its consolidated condensed financial statements and related disclosures as a result. The Company considered, among other things, historical trends and projected economic / market conditions and determined that the estimate of credit losses was not significantly impacted. Segment Reporting The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s reportable segments, reporting of which began in 2021, consist of Diagnostics and Therapeutics. Cash and Cash Equivalents The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. 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 shareholders’ equity. Accounts Receivable and Allowance for Credit Losses Accounts receivables are recorded net of an allowance for credit losses and have payment terms of 30 days. Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. As of December 31, 2022, our allowance was $71 and was recorded net in trade receivables. While we believe that our allowance for credit losses is adequate and represents our best estimate as of December 31, 2022, we continue to closely monitor customer liquidity and industry and economic conditions, which may result in changes to these estimates. 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") method 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. Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Property and equipment acquired in a business combination are recorded at fair value as of the date of acquisition. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred. Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. During the quarter ended 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 , where they are to remain undepreciated until they are placed with customers. As of the year ended December 31, 2022, the balance related to these undepreciated instruments in property and equipment is $3,487 . Estimated useful lives for the principal asset categories are as follows: Office equipment 3 years Furniture and equipment 5 - 7 years Laboratory equipment 5 - 7 years Machinery and equipment 5 - 10 years Leasehold improvements Over shorter of estimated useful life and lease term Intangible Assets Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life. Costs related to acquired trademarks, tradename, customer relationships and developed technology have been capitalized and amortized over the estimated useful life. Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives and amortization methods are reviewed at the end of each year, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. E-commerce technology 2 years Computer software and website 3 years Tradename 5 - 19 years Developed technology 10 - 15 years Customer relationships 11 - 19 years Trademarks 15 years Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the sum of estimated undiscounted future cash flows associated with the asset or group of assets is less than its carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Share Issue Costs Share issue costs are recorded as a reduction of the proceeds from the issuance of capital stock. Revenue Recognition 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 PulseVet business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. 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. Disaggregated revenue for the years ended December 31, 2022 and 2021 is as follows: For the Year Ended December 31, Diagnostics Therapeutics 2022 2021 2022 2021 Consumables $ 391 $ 125 $ 2,072 $ - Instruments - - 7,269 1,793 Trodes - - 8,681 2,073 Other (e.g., Warranty and Repairs) - - 517 142 Total revenue $ 391 $ 125 $ 18,539 $ 4,008 Cost of goods sold 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. Research and Development Research and development costs related to continued research and development programs are expensed as incurred. Stock-based Compensation The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted if the fair value of the goods or services received by the Company cannot be reliably estimated. The Company calculates stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option using the graded vesting method. The provisions of the Company’s stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity. Stock-based compensation expense recognized during the period is based on the value of stock-based payment awards that are ultimately expected to vest. The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, on a tax jurisdictional basis. The Company files income tax returns in Canada and the province of Alberta and its subsidiaries file income tax returns in the United States and various states, including in Michigan where the Company’s headquarters are located. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. The Company assesses the likelihood of the financial statement effect of an uncertain tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in jurisdictions such as the United States and Canada. The Company recognizes tax-related interest and penalties, if any, as a component separate from income tax expense . Comprehensive Loss The Company follows ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity. The Company has recorded a currency translation adjustment associated with its Japanese subsidiary. Loss Per Share Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. The dilutive effect of stock options is determined using the treasury stock method. Stock options to purchase common shares of the Company during fiscal 2022 and 2021 were not included in the computation of diluted EPS because the Company has incurred a loss for the years ended December 31, 2022 and 2021 and the effect would be anti-dilutive. |
Critical Accounting Judgments a
Critical Accounting Judgments and Key Sources of Estimation Uncertainty | 12 Months Ended |
Dec. 31, 2022 | |
Critical Accounting Judgments and Key Sources of Estimation Uncertainty | |
Critical Accounting Judgments and Key Sources of Estimation Uncertainty | 4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Critical areas of estimation and judgements in applying accounting policies include the following: Intangible Assets and Business Combinations Assets acquired and liabilities assumed as part of a business combination are recognized at their acquisition date fair values. In determining these fair values, we utilize various forms of the income, cost, and market approaches depending on the asset or liability being valued. We use a discounted cash flow model to measure the trade names, customer relationship, and technology assets. The estimation of fair value requires significant judgment related to future net cash flows based on assumptions related to revenue and EBITDA growth rates, discount rates, and attrition factors. Inputs are generally determined by taking into account competitive trends, market comparisons, independent appraisals, and historical data, among other factors, and are supplemented by current and anticipated market conditions. Impairment Testing We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill. We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies. Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty. The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value. Valuation and Payback of Property and Equipment Our Diagnostics segment purchases instruments and places them in fixed assets, where they remain, undepreciated, until they are placed with our customers under the agreement that they will repeatedly purchase assays (tests) which are utilized in the instrument. Each instrument placed in the portfolio represents an asset that we own. An estimate is made of the anticipated future revenue over the life of the instrument, based on the sale of assays, which is typically ten years. If the payback period of the initial investment in the asset is less than the ten-year life of the asset, we conclude that the assets have been properly recorded, and no write-down is necessary. We rely on third-party data that considers various data points and assumptions, including, but not limited to, the expected volume of assays which will be sold, anticipated growth rates and placements of instruments. Realization of the anticipated revenue is dependent on the current assumptions and forecasted models. Revenue Recognition and Liabilities Due to Customers The nature of the Company’s business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. 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 estimated based upon historical experience and known trends. These estimated credits are non-refundable 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 at hand with ample capacity to perform treatments. |
Investment Securities
Investment Securities | 12 Months Ended |
Dec. 31, 2022 | |
Investment Securities | |
Investment Securities | 5. Investment Securities The following represents the Company’s investment securities as of December 31, 2022 (in thousands): Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 30,634 $ 471 $ (139) $ 30,966 Corporate notes / bonds 44,115 192 (547) 43,760 Debt security 1,000 - - 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 46,223 85 (230) 46,078 U.S. treasuries 15,629 99 (145) 15,583 Total investment securities $ 147,797 $ 847 $ (1,061) $ 147,583 Accrued interest receivable related to the above investment securities amounted to $677 and is included within Other Receivables on our consolidated balance sheet. Contractual maturities of investment securities as of December 31, 2022 are as follows (in thousands): Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 19,127 $ 19,178 Original maturities of 91-365 days 87,528 87,693 Original maturities of 366+ days 41,142 40,712 Total investment securities $ 147,797 $ 147,583 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair value Measurements | 6. 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 Cash and cash equivalents, accounts receivable, and accounts payable: Available-for-sale securities: Earnout liability: Included within these available-for-sale securities is a $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 December 31, 2022. Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 30,966 $ - $ 30,966 Corporate notes / bonds - 43,760 - 43,760 Debt security - - 1,000 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 46,078 - - 46,078 U.S. treasuries 15,583 - 15,583 Total investment securities $ 71,857 $ 74,726 $ 1,000 $ 147,583 Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ - $ 30,966 $ - $ 30,966 Corporate notes / bonds - 24,272 19,488 43,760 Debt security - - 1,000 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 8,982 23,597 13,499 46,078 U.S. treasuries - 8,858 6,725 15,583 Total investment securities $ 19,178 $ 87,693 $ 40,712 $ 147,583 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations | |
Business Combinations | 7. Business Combinations All of the Company’s acquisitions of business have been accounted for under ASC 805, Business Combinations. Accordingly, the assets of the acquired companies reflect the fair values and have been included in the Company’s Condensed Financial Statements from their respective dates of acquisition. 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, Zomedica Corp. and its wholly owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement with Assisi Animal Health LLC (“Assisi”), its wholly owned subsidiary, AAH Holdings LLC, and certain of Assisi’s members pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets of Assisi. 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 ® ® ® ® 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. A portion of the purchase price ($1,400) was deposited into a third-party escrow account to support AAH Holdings LLC and certain of Assisi’s members’ indemnification obligation under the Purchase Agreement, of which $500 was released and $900 will be distributed to Assisi on the 18-month 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, 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 Measurement Allocation of Period Updated Consideration Adjustments Allocation Inventory, net $ 220 $ — $ 220 Prepaid expenses and deposits 271 — 271 Other receivables 406 (206) 200 Right of use asset — 260 260 Intangible Assets (estimated useful life) E-commerce technology ( 2 years) 200 — 200 Trade name ( 5 years) 300 — 300 Developed technology ( 10 years) 4,500 — 4,500 Customer relationships ( 19 years) 2,800 — 2,800 Total assets acquired 8,697 54 8,751 Current portion of lease obligations — 49 49 Non current portion of lease obligations — 211 211 Other non current liabilities 45 — 45 Total liabilities assumed 45 260 305 Net assets acquired, excluding goodwill 8,652 (206) 8,446 Goodwill 14,329 206 14,535 Net assets acquired $ 22,981 $ — $ 22,981 Cash $ 18,293 Fair value of warrants $ 4,688 Total $ 22,981 The following table provides unaudited proforma financial information, prepared in accordance with Topic 805, for the years ended December 31, 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 Year Ended December 31, 2022 2021 Net Revenue $ 21,838 $ 8,841 Net Losses $ (18,038) $ (18,822) 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 Year Ended December 31, 2022 2021 Adjustments to net revenues Assisi preacquisition revenues $ 2,908 $ 4,708 Adjustments to net income Assisi preacquisition net losses $ (639) $ (438) Asset Purchase Agreement with Revo Squared LLC On June 14, 2022, Zomedica Corp. and its wholly owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement with Revo Squared LLC (“Revo Squared”) and its majority member pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets of Revo Squared. Revo Squared, based in Marietta, Georgia, was 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 ultrasound, Sonoview Mini/Mini Plus ultrasound, and Microview™ product offerings. 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. 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. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. In addition, 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 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 Measurement Allocation of Period Updated Consideration Adjustments Allocation Trade receivables, net $ 8 $ — $ 8 Prepaid expenses and deposits 10 — 10 Intangible Assets (estimated useful life) Trade name ( 5 years) 200 — 200 Developed technology ( 10 years) 2,300 — 2,300 Customer relationships ( 16 years) 1,200 — 1,200 Total assets acquired 3,718 — 3,718 Earnout liabilities 2,458 (458) 2,000 Total liabilities assumed 2,458 (458) 2,000 Net assets acquired, excluding goodwill 1,260 458 1,718 Goodwill 6,528 (458) 6,070 Net assets acquired $ 7,788 $ — $ 7,788 Cash $ 6,011 Fair value of warrants $ 1,777 Total $ 7,788 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 was a holding company whose direct and indirect wholly owned subsidiaries included Pulse Veterinary Technologies, LLC (“PulseVet”), which, together with its consolidated subsidiaries, was a leading provider of noninvasive shock wave therapy treatment devices to the veterinary industry (the “Acquisition”). BPA and PulseVet were merged into Zomedica Inc. on July 1, 2022. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Inventory | |
Inventory | 8. Inventory Inventory details are as follows: December 31, 2022 December 31, 2021 Diagnostics Therapeutics Consolidated Diagnostics Therapeutics Consolidated Raw Materials $ — $ 1,685 $ 1,685 $ — $ 890 $ 890 Finished Goods — 182 182 — 140 140 Purchased Inventory 919 — 919 1,848 — 1,848 Total 919 1,867 2,786 1,848 1,030 2,878 Reserves (18) (22) (40) (9) (21) (30) Net inventory $ 901 $ 1,845 $ 2,746 $ 1,839 $ 1,009 $ 2,848 |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Deposits. | |
Prepaid Expenses and Deposits | 9. Prepaid Expenses and Deposits December 31, December 31, 2022 2021 Deposits $ 1,886 $ 1,340 Prepaid marketing 114 83 Prepaid insurance 614 599 Prepaid taxes 753 — Other 620 214 Total prepaid expenses and deposits $ 3,987 $ 2,236 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Property and Equipment | 10. Property and Equipment December 31, December 31, 2022 2021 Machinery and office equipment $ 6,487 $ 1,392 Furniture and equipment 111 110 Laboratory equipment 249 225 Leasehold improvements 1,239 287 8,086 2,014 Accumulated depreciation and amortization 1,277 884 Net property and equipment $ 6,809 $ 1,130 Depreciation expense for the year ended December 31, 2022 and 2021 was $426 and $265, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible Assets | 11. Intangible Assets December 31, December 31, 2022 2021 Computer software $ 350 $ 28 Customer relationships 26,651 22,650 Technology 15,650 8,650 Trademarks 16 16 Tradename 2,850 2,350 Website 962 546 46,479 34,240 Accumulated amortization 4,680 1,064 Net intangibles $ 41,799 $ 33,176 The estimated future amortization of intangible assets is as follows: 2023 $ 4,098 2024 4,067 2025 3,903 2026 3,781 2027 and beyond 25,950 Total $ 41,799 Amortization expense for the year ended December 31, 2022 and 2021 was $3,616 and $874, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 12. 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 an incremental borrowing rate of 3.95%. On July 1, 2022, as part of the Revo Squared Purchase, the Company 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 an incremental borrowing rate of 7.00%. On July 15, 2022, as part of the Assisi asset purchase agreement, the Company assumed a license agreement pursuant to a lease agreement between The Wheelership LLC and The Realty Associates Fund XII portfolio, L.P., whereby Assisi sublet 5,185 square feet of warehousing space. The remaining lease period assumed at the time of the agreement is for 52 months beginning on August 16, 2022 and lasts through November of 2026. The lease has a rent payment of $4 for the first month and escalates to $6 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $260 using an incremental borrowing rate of 7.00%. For the years ended December 31, 2021 and December 31, 2022, the Company recognized $411 and $661 in rent expense inclusive of common area maintenance (CAM) charges, insurance, and tax with $95 and $62 recorded in research and development expenses and $316 and $599 recorded in general and administrative expense in the consolidated statements of comprehensive loss. December 31, December 31, 2022 2021 Right-of-use asset Cost Aggregate lease commitments $ 2,759 $ 1,779 Less: impact of present value (262) (155) Balance $ 2,497 $ 1,624 Reduction in right-of-use asset Straight line amortization 946 346 Interest (114) (42) Balance $ 832 $ 304 Net book value as at: Balance $ 1,665 $ 1,320 Lease liabilities Additions $ 2,520 $ 1,647 Payments (896) (310) Interest 114 42 Total lease liabilities $ 1,738 $ 1,379 Current portion of lease liabilities 641 415 Long term portion of lease liabilities 1,097 964 Total lease liabilities $ 1,738 $ 1,379 Total remaining undiscounted lease liabilities related to the above lease are as follows: 2023 706 2024 679 2025 237 2026 197 2027 44 Total lease payments $ 1,863 Less imputed interest 125 Total $ 1,738 Our weighted-average remaining lease term and discount rate are as follows: Year Ended December 31, 2022 Weighted-average remaining lease term 2.9 years Weighted-average discount rate 4.5% |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock. | |
Common Stock | 13. Common Stock On February 8, 2021, the Company completed a sale of 91,315,790 common shares at an offering price of $1.90 per share. The Company also granted the underwriter a 30-day option to purchase up to 13,697,368 additional common shares at the public offering price. The Company raised $199,525 in gross proceeds as part of the offering. The Company recorded $199,525 as the value of common shares under common shares. The direct cash costs related to the issuance of the common shares and warrants issued in February 2021 were $14,281. These direct costs were recorded as an offset against the statement of shareholders’ equity with the entirety recorded under common shares. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 14. Stock-Based Compensation During the year ended December 31, 2022, the Company issued 47,292,219 stock options, each option entitling the holder to purchase one common share of the Company. The options vest over a period of four years and have an expiration period of ten years. During the year ended December 31, 2021, the Company issued 35,471,000 stock options, each option entitling the holder to purchase one common share of the Company. The options vest over a period of four years and have an expiration period of five years. During the year ended December 31, 2021, 7,022,776 options were exercised, and the Company received $1,769 in cash receipts and reclassified $1,051 of additional paid in capital to common stock due to the exercise of stock options. No options were exercised in 2022. 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 47,292,219 0.2692 Stock options forfeited 4,300,000 0.6108 Vested stock options expired 9,597,500 0.2601 Balance at December 31, 2022 84,112,443 $ 0.3602 Vested at December 31, 2022 23,850,099 $ 0.3698 As of December 31, 2022, details of the issued and outstanding stock options are 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 1,133,557 837,182 296,375 2.20 July 9, 2020 0.18 175,000 131,250 43,750 2.52 August 25, 2020 0.13 20,000 10,000 10,000 2.65 October 1, 2020 0.11 266,667 191,667 75,000 2.75 October 20, 2020 0.09 20,000 15,000 5,000 2.81 December 31, 2020 0.23 15,742,500 13,002,500 2,740,000 3.00 February 26, 2021 1.87 100,000 100,000 — 3.16 March 1, 2021 2.06 200,000 100,000 100,000 3.17 March 8, 2021 1.88 100,000 100,000 — 3.19 March 15, 2021 2.49 100,000 100,000 — 3.21 May 12, 2021 0.78 3,400,000 1,700,000 1,700,000 3.36 May 14, 2021 0.75 3,200,000 850,000 2,350,000 3.37 August 11, 2021 0.57 525,000 225,000 300,000 3.61 August 18, 2023 0.50 200,000 50,000 150,000 3.63 August 23, 2021 0.50 25,000 25,000 — 3.65 September 13, 2021 0.57 800,000 200,000 600,000 3.70 October 1, 2021 0.58 12,412,500 3,112,500 9,300,000 3.75 January 3, 2022 0.36 100,000 — 100,000 4.01 January 4, 2022 0.35 200,000 — 200,000 4.01 January 14, 2022 0.35 200,000 — 200,000 4.04 January 16, 2022 0.35 50,000 — 50,000 4.05 January 18, 2022 0.35 100,000 — 100,000 4.05 February 14, 2022 0.30 200,000 — 200,000 4.13 February 21, 2022 0.37 200,000 — 200,000 4.15 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) February 25, 2022 0.35 12,100,000 — 12,100,000 4.16 March 30, 2022 0.35 200,000 — 200,000 4.25 April 1, 2022 0.34 200,000 — 200,000 4.25 April 6, 2022 0.32 100,000 — 100,000 4.27 April 11, 2022 0.31 75,000 — 75,000 4.28 May 2, 2022 0.25 300,000 — 300,000 4.34 May 9, 2022 0.21 700,000 — 700,000 4.36 May 11, 2022 0.20 400,000 — 400,000 4.36 May 16, 2022 0.23 100,000 — 100,000 4.38 May 31, 2022 0.24 500,000 — 500,000 4.42 June 1, 2022 0.25 500,000 — 500,000 4.42 June 6, 2022 0.26 200,000 — 200,000 4.43 June 13, 2022 0.24 200,000 — 200,000 4.45 June 17, 2022 0.24 3,100,000 3,100,000 — 4.46 July 1, 2022 0.21 350,000 — 350,000 4.50 July 5, 2022 0.22 200,000 — 200,000 4.51 July 6, 2022 0.26 100,000 — 100,000 4.52 July 25, 2022 0.25 200,000 — 200,000 4.57 August 1, 2022 0.28 100,000 — 100,000 4.59 August 5, 2022 0.34 2,850,000 — 2,850,000 4.60 August 8, 2022 0.39 100,000 — 100,000 4.61 August 17, 2022 0.31 200,000 — 200,000 4.63 August 19, 2022 0.27 200,000 — 200,000 4.64 August 22, 2022 0.27 400,000 — 400,000 4.64 August 29, 2022 0.27 400,000 — 400,000 4.66 August 31, 2022 0.25 800,000 — 800,000 4.67 September 21, 2022 0.23 200,000 — 200,000 4.73 September 23, 2022 0.21 400,000 — 400,000 4.73 September 26, 2022 0.22 300,000 — 300,000 4.74 October 4, 2022 0.22 4,000,000 — 4,000,000 4.76 November 3, 2022 0.23 200,000 — 200,000 4.84 November 7, 2022 0.24 500,000 — 500,000 4.85 November 8, 2022 0.24 4,950,000 — 4,950,000 4.86 November 9, 2022 0.23 300,000 — 300,000 4.86 November 14, 2022 0.24 350,000 — 350,000 4.87 November 21, 2022 0.21 50,000 — 50,000 4.89 December 1, 2022 0.21 100,000 — 100,000 4.92 December 9, 2022 0.19 8,717,219 — 8,717,219 4.94 Balance at December 31, 2022 84,112,443 23,850,099 60,262,344 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 year ended December 31, 2022 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 March 15,2021 117 1.06 5.75 0 2.49 2.49 0 May 12, 2021 118 1.11 6.21 - 6.22 0 0.78 0.78 0 May 14, 2021 118 1.06 5.75 0 0.76 0.75 0 May 14, 2021 118 1.06 6.25 0 0.75 0.75 0 August 11, 2021 116 0.96 6.18 - 6.25 0 0.56 0.57 0 August 18,2021 116 0.93 6.25 0 0.50 0.50 0 August 23, 2021 116 0.92 6.25 0 0.50 0.50 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 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 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 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 Grant Date Volatility Risk-Free Interest Rate Expected Life (In Years) Dividend Yield Common Share Price Strike Price Forfeiture Rate 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 October 4, 2022 112 3.96 6.25 0 0.21 0.22 0 November 3, 2022 112 4.31 6.25 0 0.23 0.23 0 November 7, 2022 112 4.35 6.25 0 0.23 0.24 0 November 8, 2022 112 4.27 6.25 0 0.24 0.24 0 November 9, 2022 112 4.24 6.25 0 0.23 0.23 0 November 14, 2022 111 3.98 6.25 0 0.25 0.24 0 November 21, 2022 111 3.96 6.25 0 0.21 0.21 0 December 1, 2022 111 3.65 6.25 0 0.20 0.21 0 December 9, 2022 111 3.72 6.25 0 0.19 0.19 0 For the years ended December 31, 2022 and 2021, the Company recorded $7,891 and $7,092 of stock-based expense. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Warrants | 15. 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 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 December 31, 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 $0.2520. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of December 31, 2022, no warrants have been exercised. As of December 31, 2022, details of the outstanding warrants were as follows: Weighted Average Exercise Warrants Remaining Original Issue date Price Outstanding Life February 14, 2020 (Series A) 0.1500 197,917 2.12 April 9, 2020 (Series B) 0.1500 363,501 2.27 May 29, 2020 (Series C) 0.1500 - - July 7, 2020 (Series D) 0.1600 - - July 1, 2022 (Revo Squared) 0.2201 10,000,000 9.51 July 15, 2022 (Assisi) 0.2520 22,000,000 9.55 Balance at December 31, 2022 32,561,418 Cumulative warrants exercised and expired as of December 31, 2022 were as follows: Warrants Warrants Warrant Series Exercised Amount Expired Amount Series A 21,677,084 $ 4,293 — $ — Series B 17,969,833 2,695 — — Series C 133,213,333 19,982 120,000 18 Series D 187,269,000 29,963 231,000 37 Total 360,129,250 $ 56,933 351,000 $ 55 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 16. Income Taxes The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 23% to the effective tax rate is as follows: Year Ended December 31, 2022 2021 Loss before income taxes $ (19,381) $ (20,717) Expected income tax expense (benefit) (4,458) (4,765) Difference in foreign tax rates 235 180 Tax rate changes and other adjustments (5) 49 Changes in stock based compensation (1,177) — Foreign accrual property income 9 16 Stock based compensation and nondeductible expenses 241 1,394 Prior period adjustment — 162 Share issuance costs recorded in equity — (3,285) Section 382 derecognition — 4,344 Change in valuation allowance 2,789 (428) Total deferred income tax benefit $ (2,366) $ (2,333) The following table summarizes the components of deferred tax: 2022 2021 Deferred tax assets Intangible assets - licenses $ 4,236 $ 4,236 Share issuance costs 2,482 3,425 Reserves 478 181 Non-capital loss carried forward - Canada 10,668 8,387 Net operating losses carried forward - US 2,885 2,592 Investment tax credits 208 30 Operating leases 2 4 Stock-based compensation 3,067 — Other 478 — Total deferred tax assets $ 24,504 $ 18,855 Deferred tax liabilities Property and equipment (491) (139) Intangibles (6,271) (6,079) Other — (148) Total deferred tax liabilities $ (6,762) $ (6,366) Valuation allowance 18,987 16,198 Net deferred tax liability $ (1,245) $ (3,709) No deferred tax asset has been recognized for Canada, as it is not more likely than not to be realized. Consequently, a valuation allowance has been applied against the net deferred tax asset. The Canadian non-capital loss carry forwards expire as noted in the table below. 2036 $ 3,763 2037 4,279 2038 5,417 2039 6,774 2040 7,418 2041 9,629 2042 9,104 Total $ 46,384 The Company’s US federal net-operating income tax losses expire as follows: 2035 $ 856 2036 1,485 2037 3,832 Indefinitely (subject to 80% limitation) 26,283 Derecognized under Section 382 (21,013) Total $ 11,443 As of December 31, 2022, we had net operating loss carryforwards for U.S. federal and state income tax purposes of $32,456 and noncapital loss carryforwards for Canada of $46,384, which will begin to expire in fiscal year 2035. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and noncapital loss carryforwards. In 2021, we concluded that, due to the limitations under Section 382, our U.S. federal and state income tax net operating loss carryforwards, as well as R&D credit carryforwards, for the periods prior to February 11, 2021 have been limited to zero. We therefore have derecognized $21,013 of this asset, reducing the carryforward of these amounts to $11,443. In prior years, there were no uncertain tax positions. In connection with the acquisition of PulseVet, as part of the BPA transaction completed in 2021, it was assessed that an uncertain tax position exists related to withholding taxes on royalties for approximately $265. An uncertain tax liability and an indemnification asset were recorded. It is the Company's policy to record interest within interest expense and penalties in non-operating income. Tax years subject to examination for US federal and state jurisdictions are generally years from 2019 and forward. Tax years subject to examination in Canada are from years 2018 and forward. The Company is in an overall net deferred tax liability position for the year ended December 31, 2022. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in partial utilization of the company's US federal and state net operating loss carryforwards and has therefore concluded a valuation allowance of $1,600 is currently necessary. Due to the uncertainty of realizing any tax benefits as of December 31, 2022 due to historical losses, a full valuation allowance remains necessary to fully offset our Canadian deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 17. 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 December 31, 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 December 31, 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. As of December 31, 2022, and continuing as of March 15, 2023, the Company is not aware of any pending or threatened material litigation claims against the Company. |
Segmented Information
Segmented Information | 12 Months Ended |
Dec. 31, 2022 | |
Segmented Information | |
Segmented Information | 18. Segmented 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 $ 391 $ 18,539 $ 18,930 Cost of revenue 265 5,013 5,278 Gross profit $ 126 $ 13,526 $ 13,652 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Loss Per Share | |
Loss Per Share | 19. Loss Per Share December 31, December 31, 2022 2021 Numerator Net loss for the period $ (17,015) $ (18,384) Charge to retained earnings for preferred share exchange — (32,039) Loss attributable to common shareholders (17,015) (50,423) Denominator Weighted average shares - basic 979,924,052 956,533,761 Stock options — — Warrants — — Denominator for diluted loss per share 979,924,052 956,533,761 Loss per share - basic and diluted $ (0.02) $ (0.05) As of December 31, 2022, and 2021, the Company had stock options outstanding of 84,112,443 and 50,717,724 and warrants outstanding of 32,561,418 and 912,418. These securities 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 be anti-dilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 20. Subsequent Events Agreement with Structured Medical Products to begin commercializing VetGuardian TM On January 13, 2023, Zomedica Inc. entered into a Distribution Agreement with Structured Monitoring Products, Inc. (“SMP”) whereby the Company acquired non-exclusive rights to distribute the VetGuardian remote animal vital sign and surveillance monitoring device. The Distribution Agreement was entered into as a result of the Company exercising its right to commercialize the Product pursuant to a Note Purchase Agreement with an effective date of May 16, 2022 between the Company and SMP. The Company will purchase the Products from SMP for resale and will share service fees with SMP. The Distribution Agreement is for a term of two years with automatic renewals of twelve months unless either party provides written notice of its intent not to renew. The Distribution Agreement contains customary representations, warranties and covenants of the parties. The Distribution Agreement also contains indemnification provisions pursuant to which SMP has agreed to indemnify the Company and its affiliate against certain losses, subject to the limitations set forth therein. Agreement with Qorvo to take over new assay development and manufacturing of TRUFORMA product line through long-term agreement with Qorvo Biotechnologies, LLC On January 17, 2023, Zomedica Corp., along with its U.S. subsidiary Zomedica Inc. ("ZomInc," and together with the Company, the "Zomedica Entities"), entered into three related agreements with Qorvo Biotechnologies, LLC ("Qorvo"). These agreements include a Transition and Support Agreement, a BAW Sensor Supply Agreement, and a Development and Manufacturing License Agreement. The Qorvo Agreements represent a strategic restructuring of the Zomedica Entities' prior development and commercialization agreement with Qorvo for the Company's TRUFORMA ® line of products. Under the Qorvo Agreements, ZomInc will take control of aspects of the TRUFORMA product line previously provided by Qorvo, including development of new assays and manufacturing both instruments and assay cartridges. This will position the Zomedica Entities to invest in accelerated development of new TRUFORMA assays and to begin manufacturing directly. ZomInc will provide up-front licensing and certain milestone payments, and an option payment if ZomInc exercises its option to extend exclusive rights for TRUFORMA in the veterinary health market in perpetuity. A related agreement provides ZomInc the right to purchase Bulk Acoustic Wave sensors from Qorvo for inclusion in the TRUFORMA products. While Qorvo will continue to work with ZomInc to develop the TRUFORMA assays currently planned, including the first assay for the equine market and several assays for non-infectious gastrointestinal disease, Qorvo has agreed to provide technology transfer assistance to ZomInc to undertake all future new assay development for the TRUFORMA product line. Qorvo has also agreed to assist ZomInc to install manufacturing capabilities at the Zomedica Entities' Global Manufacturing and Distribution Center in Roswell, Georgia. The Zomedica Entities will thereafter have control of development, manufacturing, and commercialization of the TRUFORMA product line. The Zomedica Entities expect the manufacturing transfer process to take up to 18 months as specialized manufacturing equipment is produced and installed at the Roswell facility. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Basis of Measurement | Basis of Measurement The consolidated financial statements have been prepared on the historical cost basis except as otherwise noted. |
Business Combinations | Business Combinations We account for business combinations in accordance with ASC 805, Business Combinations, if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill. |
Estimates and Assumptions | 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. |
Functional and Reporting Currencies | Functional and Reporting Currencies The functional currency, as determined by management, for our subsidiaries in the United States, Switzerland, and Canada is U.S. dollars, which is also our reporting currency. The functional currency, as determined by management, for our Japanese subsidiary is Japanese Yen. Japanese Yen are translated for financial reporting purposes with translation gains and losses recorded as a component of other comprehensive income or loss. In respect of transactions denominated in currencies other than the Company and its wholly owned operating subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are measured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations and comprehensive loss. |
Comparative Figures | Comparative Figures Construction in progress is separately stated in the current period balance sheet for $692 . 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets held. The Company adopted ASU 2016-13 as of January 1, 2022 and there was no significant impact on its consolidated condensed financial statements and related disclosures as a result. The Company considered, among other things, historical trends and projected economic / market conditions and determined that the estimate of credit losses was not significantly impacted. |
Segment Reporting | Segment Reporting The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s reportable segments, reporting of which began in 2021, consist of Diagnostics and Therapeutics. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. |
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 shareholders’ equity. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivables are recorded net of an allowance for credit losses and have payment terms of 30 days. Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. As of December 31, 2022, our allowance was $71 and was recorded net in trade receivables. While we believe that our allowance for credit losses is adequate and represents our best estimate as of December 31, 2022, we continue to closely monitor customer liquidity and industry and economic conditions, which may result in changes to these estimates. |
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") method 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. |
Property and Equipment | Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Property and equipment acquired in a business combination are recorded at fair value as of the date of acquisition. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred. Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. During the quarter ended 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 , where they are to remain undepreciated until they are placed with customers. As of the year ended December 31, 2022, the balance related to these undepreciated instruments in property and equipment is $3,487 . Estimated useful lives for the principal asset categories are as follows: Office equipment 3 years Furniture and equipment 5 - 7 years Laboratory equipment 5 - 7 years Machinery and equipment 5 - 10 years Leasehold improvements Over shorter of estimated useful life and lease term |
Intangible assets | Intangible Assets Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life. Costs related to acquired trademarks, tradename, customer relationships and developed technology have been capitalized and amortized over the estimated useful life. Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives and amortization methods are reviewed at the end of each year, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. E-commerce technology 2 years Computer software and website 3 years Tradename 5 - 19 years Developed technology 10 - 15 years Customer relationships 11 - 19 years Trademarks 15 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the sum of estimated undiscounted future cash flows associated with the asset or group of assets is less than its carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. |
Share Issue Costs | Share Issue Costs Share issue costs are recorded as a reduction of the proceeds from the issuance of capital stock. |
Revenue Recognition | Revenue Recognition 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 PulseVet business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. 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. Disaggregated revenue for the years ended December 31, 2022 and 2021 is as follows: For the Year Ended December 31, Diagnostics Therapeutics 2022 2021 2022 2021 Consumables $ 391 $ 125 $ 2,072 $ - Instruments - - 7,269 1,793 Trodes - - 8,681 2,073 Other (e.g., Warranty and Repairs) - - 517 142 Total revenue $ 391 $ 125 $ 18,539 $ 4,008 |
Cost of Revenue | Cost of goods sold 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. |
Research and Development | Research and Development Research and development costs related to continued research and development programs are expensed as incurred. |
Stock-based Compensation | Stock-based Compensation The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted if the fair value of the goods or services received by the Company cannot be reliably estimated. The Company calculates stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option using the graded vesting method. The provisions of the Company’s stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity. Stock-based compensation expense recognized during the period is based on the value of stock-based payment awards that are ultimately expected to vest. The Company estimates forfeitures at the time of grant and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, on a tax jurisdictional basis. The Company files income tax returns in Canada and the province of Alberta and its subsidiaries file income tax returns in the United States and various states, including in Michigan where the Company’s headquarters are located. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. The Company assesses the likelihood of the financial statement effect of an uncertain tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in jurisdictions such as the United States and Canada. The Company recognizes tax-related interest and penalties, if any, as a component separate from income tax expense . |
Comprehensive Loss | Comprehensive Loss The Company follows ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity. The Company has recorded a currency translation adjustment associated with its Japanese subsidiary. |
Loss Per Share | Loss Per Share Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. The dilutive effect of stock options is determined using the treasury stock method. Stock options to purchase common shares of the Company during fiscal 2022 and 2021 were not included in the computation of diluted EPS because the Company has incurred a loss for the years ended December 31, 2022 and 2021 and the effect would be anti-dilutive. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Estimated useful lives of property, plant and equipment | Office equipment 3 years Furniture and equipment 5 - 7 years Laboratory equipment 5 - 7 years Machinery and equipment 5 - 10 years Leasehold improvements Over shorter of estimated useful life and lease term |
Estimated lives of finite-lived intangible assets | E-commerce technology 2 years Computer software and website 3 years Tradename 5 - 19 years Developed technology 10 - 15 years Customer relationships 11 - 19 years Trademarks 15 years |
Schedule of segmented revenue | For the Year Ended December 31, Diagnostics Therapeutics 2022 2021 2022 2021 Consumables $ 391 $ 125 $ 2,072 $ - Instruments - - 7,269 1,793 Trodes - - 8,681 2,073 Other (e.g., Warranty and Repairs) - - 517 142 Total revenue $ 391 $ 125 $ 18,539 $ 4,008 |
Investment securities (Tables)
Investment securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investment Securities | |
Schedule of company's investment securities | The following represents the Company’s investment securities as of December 31, 2022 (in thousands): Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 30,634 $ 471 $ (139) $ 30,966 Corporate notes / bonds 44,115 192 (547) 43,760 Debt security 1,000 - - 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 46,223 85 (230) 46,078 U.S. treasuries 15,629 99 (145) 15,583 Total investment securities $ 147,797 $ 847 $ (1,061) $ 147,583 |
Schedule of contractual maturities of investment securities | Contractual maturities of investment securities as of December 31, 2022 are as follows (in thousands): Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 19,127 $ 19,178 Original maturities of 91-365 days 87,528 87,693 Original maturities of 366+ days 41,142 40,712 Total investment securities $ 147,797 $ 147,583 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of the fair value of our investments | Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 30,966 $ - $ 30,966 Corporate notes / bonds - 43,760 - 43,760 Debt security - - 1,000 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 46,078 - - 46,078 U.S. treasuries 15,583 - 15,583 Total investment securities $ 71,857 $ 74,726 $ 1,000 $ 147,583 |
Schedule of investments and balance sheet classifications | Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ - $ 30,966 $ - $ 30,966 Corporate notes / bonds - 24,272 19,488 43,760 Debt security - - 1,000 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 8,982 23,597 13,499 46,078 U.S. treasuries - 8,858 6,725 15,583 Total investment securities $ 19,178 $ 87,693 $ 40,712 $ 147,583 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Assisi | |
Summary of acquisition date fair values | Initial Measurement Allocation of Period Updated Consideration Adjustments Allocation Inventory, net $ 220 $ — $ 220 Prepaid expenses and deposits 271 — 271 Other receivables 406 (206) 200 Right of use asset — 260 260 Intangible Assets (estimated useful life) E-commerce technology ( 2 years) 200 — 200 Trade name ( 5 years) 300 — 300 Developed technology ( 10 years) 4,500 — 4,500 Customer relationships ( 19 years) 2,800 — 2,800 Total assets acquired 8,697 54 8,751 Current portion of lease obligations — 49 49 Non current portion of lease obligations — 211 211 Other non current liabilities 45 — 45 Total liabilities assumed 45 260 305 Net assets acquired, excluding goodwill 8,652 (206) 8,446 Goodwill 14,329 206 14,535 Net assets acquired $ 22,981 $ — $ 22,981 For the Year Ended December 31, 2022 2021 Net Revenue $ 21,838 $ 8,841 Net Losses $ (18,038) $ (18,822) |
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 Year Ended December 31, 2022 2021 Adjustments to net revenues Assisi preacquisition revenues $ 2,908 $ 4,708 Adjustments to net income Assisi preacquisition net losses $ (639) $ (438) |
Revo Squared | |
Summary of acquisition date fair values | Initial Measurement Allocation of Period Updated Consideration Adjustments Allocation Trade receivables, net $ 8 $ — $ 8 Prepaid expenses and deposits 10 — 10 Intangible Assets (estimated useful life) Trade name ( 5 years) 200 — 200 Developed technology ( 10 years) 2,300 — 2,300 Customer relationships ( 16 years) 1,200 — 1,200 Total assets acquired 3,718 — 3,718 Earnout liabilities 2,458 (458) 2,000 Total liabilities assumed 2,458 (458) 2,000 Net assets acquired, excluding goodwill 1,260 458 1,718 Goodwill 6,528 (458) 6,070 Net assets acquired $ 7,788 $ — $ 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) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory | |
Summary of inventory | December 31, 2022 December 31, 2021 Diagnostics Therapeutics Consolidated Diagnostics Therapeutics Consolidated Raw Materials $ — $ 1,685 $ 1,685 $ — $ 890 $ 890 Finished Goods — 182 182 — 140 140 Purchased Inventory 919 — 919 1,848 — 1,848 Total 919 1,867 2,786 1,848 1,030 2,878 Reserves (18) (22) (40) (9) (21) (30) Net inventory $ 901 $ 1,845 $ 2,746 $ 1,839 $ 1,009 $ 2,848 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Deposits. | |
Schedule of prepaid expenses and deposits | December 31, December 31, 2022 2021 Deposits $ 1,886 $ 1,340 Prepaid marketing 114 83 Prepaid insurance 614 599 Prepaid taxes 753 — Other 620 214 Total prepaid expenses and deposits $ 3,987 $ 2,236 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Schedule of property and equipment | December 31, December 31, 2022 2021 Machinery and office equipment $ 6,487 $ 1,392 Furniture and equipment 111 110 Laboratory equipment 249 225 Leasehold improvements 1,239 287 8,086 2,014 Accumulated depreciation and amortization 1,277 884 Net property and equipment $ 6,809 $ 1,130 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Schedule of Finite-Lived Intangible Assets | December 31, December 31, 2022 2021 Computer software $ 350 $ 28 Customer relationships 26,651 22,650 Technology 15,650 8,650 Trademarks 16 16 Tradename 2,850 2,350 Website 962 546 46,479 34,240 Accumulated amortization 4,680 1,064 Net intangibles $ 41,799 $ 33,176 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization of intangible assets is as follows: 2023 $ 4,098 2024 4,067 2025 3,903 2026 3,781 2027 and beyond 25,950 Total $ 41,799 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Lessee, Operating Lease, Right of Use Asset and Lease Liabilities | December 31, December 31, 2022 2021 Right-of-use asset Cost Aggregate lease commitments $ 2,759 $ 1,779 Less: impact of present value (262) (155) Balance $ 2,497 $ 1,624 Reduction in right-of-use asset Straight line amortization 946 346 Interest (114) (42) Balance $ 832 $ 304 Net book value as at: Balance $ 1,665 $ 1,320 Lease liabilities Additions $ 2,520 $ 1,647 Payments (896) (310) Interest 114 42 Total lease liabilities $ 1,738 $ 1,379 Current portion of lease liabilities 641 415 Long term portion of lease liabilities 1,097 964 Total lease liabilities $ 1,738 $ 1,379 |
Lessee, Operating Lease, Liability, Maturity | 2023 706 2024 679 2025 237 2026 197 2027 44 Total lease payments $ 1,863 Less imputed interest 125 Total $ 1,738 |
Weighted-Average Remaining Lease Term and Discount Rate | Year Ended December 31, 2022 Weighted-average remaining lease term 2.9 years Weighted-average discount rate 4.5% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 47,292,219 0.2692 Stock options forfeited 4,300,000 0.6108 Vested stock options expired 9,597,500 0.2601 Balance at December 31, 2022 84,112,443 $ 0.3602 Vested at December 31, 2022 23,850,099 $ 0.3698 |
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 1,133,557 837,182 296,375 2.20 July 9, 2020 0.18 175,000 131,250 43,750 2.52 August 25, 2020 0.13 20,000 10,000 10,000 2.65 October 1, 2020 0.11 266,667 191,667 75,000 2.75 October 20, 2020 0.09 20,000 15,000 5,000 2.81 December 31, 2020 0.23 15,742,500 13,002,500 2,740,000 3.00 February 26, 2021 1.87 100,000 100,000 — 3.16 March 1, 2021 2.06 200,000 100,000 100,000 3.17 March 8, 2021 1.88 100,000 100,000 — 3.19 March 15, 2021 2.49 100,000 100,000 — 3.21 May 12, 2021 0.78 3,400,000 1,700,000 1,700,000 3.36 May 14, 2021 0.75 3,200,000 850,000 2,350,000 3.37 August 11, 2021 0.57 525,000 225,000 300,000 3.61 August 18, 2023 0.50 200,000 50,000 150,000 3.63 August 23, 2021 0.50 25,000 25,000 — 3.65 September 13, 2021 0.57 800,000 200,000 600,000 3.70 October 1, 2021 0.58 12,412,500 3,112,500 9,300,000 3.75 January 3, 2022 0.36 100,000 — 100,000 4.01 January 4, 2022 0.35 200,000 — 200,000 4.01 January 14, 2022 0.35 200,000 — 200,000 4.04 January 16, 2022 0.35 50,000 — 50,000 4.05 January 18, 2022 0.35 100,000 — 100,000 4.05 February 14, 2022 0.30 200,000 — 200,000 4.13 February 21, 2022 0.37 200,000 — 200,000 4.15 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) February 25, 2022 0.35 12,100,000 — 12,100,000 4.16 March 30, 2022 0.35 200,000 — 200,000 4.25 April 1, 2022 0.34 200,000 — 200,000 4.25 April 6, 2022 0.32 100,000 — 100,000 4.27 April 11, 2022 0.31 75,000 — 75,000 4.28 May 2, 2022 0.25 300,000 — 300,000 4.34 May 9, 2022 0.21 700,000 — 700,000 4.36 May 11, 2022 0.20 400,000 — 400,000 4.36 May 16, 2022 0.23 100,000 — 100,000 4.38 May 31, 2022 0.24 500,000 — 500,000 4.42 June 1, 2022 0.25 500,000 — 500,000 4.42 June 6, 2022 0.26 200,000 — 200,000 4.43 June 13, 2022 0.24 200,000 — 200,000 4.45 June 17, 2022 0.24 3,100,000 3,100,000 — 4.46 July 1, 2022 0.21 350,000 — 350,000 4.50 July 5, 2022 0.22 200,000 — 200,000 4.51 July 6, 2022 0.26 100,000 — 100,000 4.52 July 25, 2022 0.25 200,000 — 200,000 4.57 August 1, 2022 0.28 100,000 — 100,000 4.59 August 5, 2022 0.34 2,850,000 — 2,850,000 4.60 August 8, 2022 0.39 100,000 — 100,000 4.61 August 17, 2022 0.31 200,000 — 200,000 4.63 August 19, 2022 0.27 200,000 — 200,000 4.64 August 22, 2022 0.27 400,000 — 400,000 4.64 August 29, 2022 0.27 400,000 — 400,000 4.66 August 31, 2022 0.25 800,000 — 800,000 4.67 September 21, 2022 0.23 200,000 — 200,000 4.73 September 23, 2022 0.21 400,000 — 400,000 4.73 September 26, 2022 0.22 300,000 — 300,000 4.74 October 4, 2022 0.22 4,000,000 — 4,000,000 4.76 November 3, 2022 0.23 200,000 — 200,000 4.84 November 7, 2022 0.24 500,000 — 500,000 4.85 November 8, 2022 0.24 4,950,000 — 4,950,000 4.86 November 9, 2022 0.23 300,000 — 300,000 4.86 November 14, 2022 0.24 350,000 — 350,000 4.87 November 21, 2022 0.21 50,000 — 50,000 4.89 December 1, 2022 0.21 100,000 — 100,000 4.92 December 9, 2022 0.19 8,717,219 — 8,717,219 4.94 Balance at December 31, 2022 84,112,443 23,850,099 60,262,344 |
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 March 15,2021 117 1.06 5.75 0 2.49 2.49 0 May 12, 2021 118 1.11 6.21 - 6.22 0 0.78 0.78 0 May 14, 2021 118 1.06 5.75 0 0.76 0.75 0 May 14, 2021 118 1.06 6.25 0 0.75 0.75 0 August 11, 2021 116 0.96 6.18 - 6.25 0 0.56 0.57 0 August 18,2021 116 0.93 6.25 0 0.50 0.50 0 August 23, 2021 116 0.92 6.25 0 0.50 0.50 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 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 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 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 Grant Date Volatility Risk-Free Interest Rate Expected Life (In Years) Dividend Yield Common Share Price Strike Price Forfeiture Rate 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 October 4, 2022 112 3.96 6.25 0 0.21 0.22 0 November 3, 2022 112 4.31 6.25 0 0.23 0.23 0 November 7, 2022 112 4.35 6.25 0 0.23 0.24 0 November 8, 2022 112 4.27 6.25 0 0.24 0.24 0 November 9, 2022 112 4.24 6.25 0 0.23 0.23 0 November 14, 2022 111 3.98 6.25 0 0.25 0.24 0 November 21, 2022 111 3.96 6.25 0 0.21 0.21 0 December 1, 2022 111 3.65 6.25 0 0.20 0.21 0 December 9, 2022 111 3.72 6.25 0 0.19 0.19 0 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Schedule of Warrants Outstanding | Weighted Average Exercise Warrants Remaining Original Issue date Price Outstanding Life February 14, 2020 (Series A) 0.1500 197,917 2.12 April 9, 2020 (Series B) 0.1500 363,501 2.27 May 29, 2020 (Series C) 0.1500 - - July 7, 2020 (Series D) 0.1600 - - July 1, 2022 (Revo Squared) 0.2201 10,000,000 9.51 July 15, 2022 (Assisi) 0.2520 22,000,000 9.55 Balance at December 31, 2022 32,561,418 |
Schedule of Cumulative Warrant Exercises | Warrants Warrants Warrant Series Exercised Amount Expired Amount Series A 21,677,084 $ 4,293 — $ — Series B 17,969,833 2,695 — — Series C 133,213,333 19,982 120,000 18 Series D 187,269,000 29,963 231,000 37 Total 360,129,250 $ 56,933 351,000 $ 55 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of Deferred Tax Assets and Liabilities | Year Ended December 31, 2022 2021 Loss before income taxes $ (19,381) $ (20,717) Expected income tax expense (benefit) (4,458) (4,765) Difference in foreign tax rates 235 180 Tax rate changes and other adjustments (5) 49 Changes in stock based compensation (1,177) — Foreign accrual property income 9 16 Stock based compensation and nondeductible expenses 241 1,394 Prior period adjustment — 162 Share issuance costs recorded in equity — (3,285) Section 382 derecognition — 4,344 Change in valuation allowance 2,789 (428) Total deferred income tax benefit $ (2,366) $ (2,333) 2022 2021 Deferred tax assets Intangible assets - licenses $ 4,236 $ 4,236 Share issuance costs 2,482 3,425 Reserves 478 181 Non-capital loss carried forward - Canada 10,668 8,387 Net operating losses carried forward - US 2,885 2,592 Investment tax credits 208 30 Operating leases 2 4 Stock-based compensation 3,067 — Other 478 — Total deferred tax assets $ 24,504 $ 18,855 Deferred tax liabilities Property and equipment (491) (139) Intangibles (6,271) (6,079) Other — (148) Total deferred tax liabilities $ (6,762) $ (6,366) Valuation allowance 18,987 16,198 Net deferred tax liability $ (1,245) $ (3,709) |
Schedule of Effective Income Tax Rate Reconciliation | 2036 $ 3,763 2037 4,279 2038 5,417 2039 6,774 2040 7,418 2041 9,629 2042 9,104 Total $ 46,384 2035 $ 856 2036 1,485 2037 3,832 Indefinitely (subject to 80% limitation) 26,283 Derecognized under Section 382 (21,013) Total $ 11,443 |
Segmented Information (Tables)
Segmented Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segmented Information | |
Schedule of segments | Diagnostics Therapeutics Consolidated Net revenue $ 391 $ 18,539 $ 18,930 Cost of revenue 265 5,013 5,278 Gross profit $ 126 $ 13,526 $ 13,652 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss Per Share | |
Schedule of Earnings Per Share, Basic and Diluted | |
Significant Accounting Polici_4
Significant Accounting Policies - PPE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Undepreciated instruments in property and equipment | $ 8,086 | $ 2,014 | |
Leasehold improvements | |||
Undepreciated instruments in property and equipment | $ 1,239 | 287 | |
Office Equipment [Member] | |||
Property, Plant and Equipment, Useful Life (Year) | 3 years | ||
Furniture And Equipment [Member] | |||
Undepreciated instruments in property and equipment | $ 111 | 110 | |
Furniture And Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life (Year) | 5 years | ||
Furniture And Equipment [Member] | Maximum | |||
Property, Plant and Equipment, Useful Life (Year) | 7 years | ||
Laboratory Equipment [Member] | |||
Undepreciated instruments in property and equipment | $ 249 | $ 225 | |
Laboratory Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life (Year) | 5 years | ||
Laboratory Equipment [Member] | Maximum | |||
Property, Plant and Equipment, Useful Life (Year) | 7 years | ||
Machinery And Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life (Year) | 5 years | ||
Machinery And Equipment [Member] | Maximum | |||
Property, Plant and Equipment, Useful Life (Year) | 10 years | ||
Truforma [Member] | |||
Capitalization of Inventory | $ 3,364 | ||
Undepreciated instruments in property and equipment | $ 3,487 | ||
Property, Plant and Equipment, Useful Life (Year) | 10 years |
Significant Accounting Polici_5
Significant Accounting Policies - Intangibles (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Software and Website, Intangible Asset [Member] | |
Intangible assets indefinite useful lives (Year) | 3 years |
Customer relationships | Minimum | |
Intangible assets indefinite useful lives (Year) | 11 years |
Customer relationships | Maximum | |
Intangible assets indefinite useful lives (Year) | 19 years |
Developed Technology Rights | Minimum | |
Intangible assets indefinite useful lives (Year) | 10 years |
Developed Technology Rights | Maximum | |
Intangible assets indefinite useful lives (Year) | 15 years |
E-commerce technology | |
Intangible assets indefinite useful lives (Year) | 2 years |
Trademarks | |
Intangible assets indefinite useful lives (Year) | 15 years |
Tradename | Minimum | |
Intangible assets indefinite useful lives (Year) | 5 years |
Tradename | Maximum | |
Intangible assets indefinite useful lives (Year) | 19 years |
Significant Accounting Polici_6
Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Net revenue | $ 18,930 | $ 4,133 |
Construction in progress | $ 692 | 420 |
Payment term | 30 days | |
Allowance for credit loss on accounts receivable | $ 71 | |
Number of reportable segments | segment | 2 | |
Diagnostics | ||
Net revenue | $ 391 | 125 |
Diagnostics | Consumables | ||
Net revenue | 391 | 125 |
Therapeutics | ||
Net revenue | 18,539 | 4,008 |
Therapeutics | Consumables | ||
Net revenue | 2,072 | |
Therapeutics | Instruments | ||
Net revenue | 7,269 | 1,793 |
Therapeutics | Trodes | ||
Net revenue | 8,681 | 2,073 |
Therapeutics | Other revenue | ||
Net revenue | $ 517 | $ 142 |
Investment Securities (Details)
Investment Securities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Investment securities | |
Acquisition Cost | $ 147,797 |
Accretion / (Amortization) | 847 |
Unrealized Gain / (Loss) | (1,061) |
Estimated Fair Value | 147,583 |
Accrued interest receivable | 677 |
Commercial paper | |
Investment securities | |
Acquisition Cost | 30,634 |
Accretion / (Amortization) | 471 |
Unrealized Gain / (Loss) | (139) |
Estimated Fair Value | 30,966 |
Corporate notes / bonds | |
Investment securities | |
Acquisition Cost | 44,115 |
Accretion / (Amortization) | 192 |
Unrealized Gain / (Loss) | (547) |
Estimated Fair Value | 43,760 |
Debt security | |
Investment securities | |
Acquisition Cost | 1,000 |
Estimated Fair Value | 1,000 |
Money market funds | |
Investment securities | |
Acquisition Cost | 10,196 |
Estimated Fair Value | 10,196 |
US govt agencies | |
Investment securities | |
Acquisition Cost | 46,223 |
Accretion / (Amortization) | 85 |
Unrealized Gain / (Loss) | (230) |
Estimated Fair Value | 46,078 |
US treasuries | |
Investment securities | |
Acquisition Cost | 15,629 |
Accretion / (Amortization) | 99 |
Unrealized Gain / (Loss) | (145) |
Estimated Fair Value | $ 15,583 |
Investment Securities - Maturit
Investment Securities - Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Investment Securities | |
Acquisition Cost, Original maturities of 90 days or less | $ 19,127 |
Acquisition Cost, Original maturities of 91-365 days | 87,528 |
Acquisition Cost, Original maturities of 365+ days | 41,142 |
Acquisition Cost | 147,797 |
Fair Value, Original maturities of 90 days or less | 19,178 |
Fair Value, Original maturities of 91-365 days | 87,693 |
Fair Value, Original maturities of 365+ days | 40,712 |
Estimated Fair Value | $ 147,583 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Debt security $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair value | |
Convertible note receivable | $ 1 |
Unrealized gain (loss) | 0 |
Impairment of investments | $ 0 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair value | |
Total investment securities | $ 147,583 |
Commercial paper | |
Fair value | |
Total investment securities | 30,966 |
Corporate notes / bonds | |
Fair value | |
Total investment securities | 43,760 |
Debt security | |
Fair value | |
Total investment securities | 1,000 |
Money market funds | |
Fair value | |
Total investment securities | 10,196 |
U.S. govt. agencies | |
Fair value | |
Total investment securities | 46,078 |
U.S. treasuries | |
Fair value | |
Total investment securities | 15,583 |
Recurring | |
Fair value | |
Total investment securities | 147,583 |
Recurring | Commercial paper | |
Fair value | |
Total investment securities | 30,966 |
Recurring | Corporate notes / bonds | |
Fair value | |
Total investment securities | 43,760 |
Recurring | Debt security | |
Fair value | |
Total investment securities | 1,000 |
Recurring | Money market funds | |
Fair value | |
Total investment securities | 10,196 |
Recurring | U.S. govt. agencies | |
Fair value | |
Total investment securities | 46,078 |
Recurring | U.S. treasuries | |
Fair value | |
Total investment securities | 15,583 |
Recurring | Level 1 | |
Fair value | |
Total investment securities | 71,857 |
Recurring | Level 1 | Money market funds | |
Fair value | |
Total investment securities | 10,196 |
Recurring | Level 1 | U.S. govt. agencies | |
Fair value | |
Total investment securities | 46,078 |
Recurring | Level 1 | U.S. treasuries | |
Fair value | |
Total investment securities | 15,583 |
Recurring | Level 2 | |
Fair value | |
Total investment securities | 74,726 |
Recurring | Level 2 | Commercial paper | |
Fair value | |
Total investment securities | 30,966 |
Recurring | Level 2 | Corporate notes / bonds | |
Fair value | |
Total investment securities | 43,760 |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair value, balance sheet | ||
Cash and cash equivalents | $ 27,399 | $ 194,952 |
Available-For-Sale (Current) | 87,693 | |
Available-For-Sale (Non-Current) | 40,712 | |
Estimated Fair Value | 147,583 | |
Commercial paper | ||
Fair value, balance sheet | ||
Estimated Fair Value | 30,966 | |
Corporate notes / bonds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 43,760 | |
Debt security | ||
Fair value, balance sheet | ||
Estimated Fair Value | 1,000 | |
Money market funds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 10,196 | |
U.S. govt. agencies | ||
Fair value, balance sheet | ||
Estimated Fair Value | 46,078 | |
U.S. treasuries | ||
Fair value, balance sheet | ||
Estimated Fair Value | 15,583 | |
Recurring | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 19,178 | |
Available-For-Sale (Current) | 87,693 | |
Available-For-Sale (Non-Current) | 40,712 | |
Estimated Fair Value | 147,583 | |
Recurring | Commercial paper | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 30,966 | |
Estimated Fair Value | 30,966 | |
Recurring | Corporate notes / bonds | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 24,272 | |
Available-For-Sale (Non-Current) | 19,488 | |
Estimated Fair Value | 43,760 | |
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 | 10,196 | |
Estimated Fair Value | 10,196 | |
Recurring | U.S. govt. agencies | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 8,982 | |
Available-For-Sale (Current) | 23,597 | |
Available-For-Sale (Non-Current) | 13,499 | |
Estimated Fair Value | 46,078 | |
Recurring | U.S. treasuries | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 8,858 | |
Available-For-Sale (Non-Current) | 6,725 | |
Estimated Fair Value | $ 15,583 |
Business Combinations - 2022 (D
Business Combinations - 2022 (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2022 | Jul. 01, 2022 | Dec. 31, 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 | |||
Decrease escrow | $ (500) | ||
Assisi | 18-month anniversary | |||
Business acquisition | |||
Escrow deposit | $ 900 | ||
Escrow deposit term | 18 months | ||
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 | ||
Contingent consideration fair value | 2,000 | $ 1,500 | |
Goodwill expected to be deductible | 6,528 | ||
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 allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 15, 2022 | Jul. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business acquisition | ||||
Goodwill | $ 63,979 | $ 43,288 | ||
Electronic Commerce / Website | ||||
Business acquisition | ||||
Intangible assets indefinite useful lives | 2 years | |||
Assisi | ||||
Business acquisition | ||||
Inventory | $ 220 | |||
Prepaid expenses and deposits | 271 | |||
Other receivables | 200 | |||
Right of use asset | 260 | |||
Total assets acquired | 8,751 | |||
Current portion of lease obligations | 49 | |||
Non current portion of lease obligations | 211 | |||
Other non current liabilities | 45 | |||
Total liabilities assumed | 305 | |||
Net assets acquired, excluding goodwill | 8,446 | |||
Goodwill | 14,535 | |||
Net assets acquired | 22,981 | |||
Assisi | Electronic Commerce / Website | ||||
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 | |||
Assisi | Developed technology | ||||
Business acquisition | ||||
Intangible Assets | $ 4,500 | |||
Intangible assets indefinite useful lives | 10 years | |||
Assisi | Customer relationships | ||||
Business acquisition | ||||
Intangible Assets | $ 2,800 | |||
Intangible assets indefinite useful lives | 19 years | |||
Assisi | Initial allocation of consideration | ||||
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 | Initial allocation of consideration | Electronic Commerce / Website | ||||
Business acquisition | ||||
Intangible Assets | 200 | |||
Assisi | Initial allocation of consideration | Tradename | ||||
Business acquisition | ||||
Intangible Assets | 300 | |||
Assisi | Initial allocation of consideration | Developed technology | ||||
Business acquisition | ||||
Intangible Assets | 4,500 | |||
Assisi | Initial allocation of consideration | Customer relationships | ||||
Business acquisition | ||||
Intangible Assets | 2,800 | |||
Assisi | Measurement period adjustment | ||||
Business acquisition | ||||
Other receivables | (206) | |||
Right of use asset | 260 | |||
Total assets acquired | 54 | |||
Current portion of lease obligations | 49 | |||
Non current portion of lease obligations | 211 | |||
Total liabilities assumed | 260 | |||
Net assets acquired, excluding goodwill | (206) | |||
Goodwill | $ 206 | |||
Revo Squared | ||||
Business acquisition | ||||
Cash and cash equivalents | $ 8 | |||
Inventory | 10 | |||
Total assets acquired | 3,718 | |||
Earnout liabilities | 2,000 | |||
Total liabilities assumed | 2,000 | |||
Net assets acquired, excluding goodwill | 1,718 | |||
Goodwill | 6,070 | |||
Net assets acquired | 7,788 | |||
Revo Squared | Tradename | ||||
Business acquisition | ||||
Intangible Assets | $ 200 | |||
Intangible assets indefinite useful lives | 5 years | |||
Revo Squared | Developed technology | ||||
Business acquisition | ||||
Intangible Assets | $ 2,300 | |||
Intangible assets indefinite useful lives | 10 years | |||
Revo Squared | Customer relationships | ||||
Business acquisition | ||||
Intangible Assets | $ 1,200 | |||
Intangible assets indefinite useful lives | 16 years | |||
Revo Squared | Initial allocation of consideration | ||||
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 | Initial allocation of consideration | Tradename | ||||
Business acquisition | ||||
Intangible Assets | 200 | |||
Revo Squared | Initial allocation of consideration | Developed technology | ||||
Business acquisition | ||||
Intangible Assets | 2,300 | |||
Revo Squared | Initial allocation of consideration | Customer relationships | ||||
Business acquisition | ||||
Intangible Assets | 1,200 | |||
Revo Squared | Measurement period adjustment | ||||
Business acquisition | ||||
Earnout liabilities | (458) | |||
Total liabilities assumed | (458) | |||
Net assets acquired, excluding goodwill | 458 | |||
Goodwill | $ (458) |
Business Combinations - Purchas
Business Combinations - Purchase consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 15, 2022 | Jul. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Cash payment for acquisition | $ 24,304 | $ 71,399 | ||
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 | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenue-proforma | $ 21,838 | $ 8,841 | ||
Net losses-proforma | $ (18,038) | $ (18,822) | ||
Assisi | ||||
Net revenue-proforma | $ 2,908 | $ 4,708 | ||
Net losses-proforma | $ (639) | $ (438) |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Business acquisition | |||
Goodwill | $ 63,979 | $ 43,288 | |
PulseVet | |||
Business acquisition | |||
Cash and cash equivalents | $ 529 | ||
Trade receivables | 269 | ||
Inventory | 871 | ||
Prepaid expenses and deposits | 365 | ||
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 | Customer relationships | |||
Business acquisition | |||
Intangible Assets | $ 22,650 | ||
Intangible assets indefinite useful lives | 11 years | ||
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 | Previously Reported [Member] | |||
Business acquisition | |||
Cash and cash equivalents | $ 526 | ||
Trade receivables | 269 | ||
Inventory | 840 | ||
Prepaid expenses and deposits | 365 | ||
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] | Customer relationships | |||
Business acquisition | |||
Intangible Assets | 22,650 | ||
PulseVet | Previously Reported [Member] | Technology | |||
Business acquisition | |||
Intangible Assets | 8,650 | ||
PulseVet | Previously Reported [Member] | Tradename | |||
Business acquisition | |||
Intangible Assets | 2,350 | ||
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Raw Materials | $ 1,685 | $ 890 |
Finished Goods | 182 | 140 |
Purchased Inventory | 919 | 1,848 |
Total | 2,786 | 2,878 |
Reserves | (40) | (30) |
Net inventory | 2,746 | 2,848 |
Diagnostics | ||
Purchased Inventory | 919 | 1,848 |
Total | 919 | 1,848 |
Reserves | (18) | (9) |
Net inventory | 901 | 1,839 |
Therapeutics | ||
Raw Materials | 1,685 | 890 |
Finished Goods | 182 | 140 |
Total | 1,867 | 1,030 |
Reserves | (22) | (21) |
Net inventory | $ 1,845 | $ 1,009 |
Prepaid Expenses and Deposits_2
Prepaid Expenses and Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Deposits. | ||
Deposits | $ 1,886 | $ 1,340 |
Prepaid marketing | 114 | 83 |
Prepaid insurance | 614 | 599 |
Prepaid taxes | 753 | |
Other | 620 | 214 |
Total prepaid expenses and deposits | $ 3,987 | $ 2,236 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Undepreciated instruments in property and equipment | $ 8,086 | $ 2,014 |
Accumulated depreciation and amortization | 1,277 | 884 |
Net property and equipment | 6,809 | 1,130 |
Depreciation expense | 426 | 265 |
Machinery and office equipment | ||
Undepreciated instruments in property and equipment | 6,487 | 1,392 |
Furniture and equipment | ||
Undepreciated instruments in property and equipment | 111 | 110 |
Laboratory equipment | ||
Undepreciated instruments in property and equipment | 249 | 225 |
Leasehold improvements | ||
Undepreciated instruments in property and equipment | $ 1,239 | $ 287 |
Intangible Assets - Summary (De
Intangible Assets - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets | ||
Intangible assets | $ 46,479 | $ 34,240 |
Accumulated amortization | 4,680 | 1,064 |
Total | 41,799 | 33,176 |
Computer software | ||
Intangible Assets | ||
Intangible assets | 350 | 28 |
Customer relationships | ||
Intangible Assets | ||
Intangible assets | 26,651 | 22,650 |
Technology | ||
Intangible Assets | ||
Intangible assets | 15,650 | 8,650 |
Trademarks | ||
Intangible Assets | ||
Intangible assets | 16 | 16 |
Tradename | ||
Intangible Assets | ||
Intangible assets | 2,850 | 2,350 |
Electronic Commerce / Website | ||
Intangible Assets | ||
Intangible assets | $ 962 | $ 546 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets | ||
2023 | $ 4,098 | |
2024 | 4,067 | |
2025 | 3,903 | |
2026 | 3,781 | |
2027 and beyond | 25,950 | |
Total | 41,799 | $ 33,176 |
Amortization - intangible assets | $ 3,616 | $ 874 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Jul. 15, 2022 USD ($) ft² | Jul. 01, 2022 USD ($) ft² | Apr. 01, 2022 USD ($) ft² | Sep. 15, 2021 USD ($) | Feb. 01, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Right-of-use asset | $ 1,665 | $ 1,320 | ||||||
Operating lease expense | 661 | 411 | ||||||
Total | 1,738 | 1,379 | ||||||
Assisi | ||||||||
Area of warehousing space | ft² | 5,185 | |||||||
Research and development expenses | ||||||||
Operating lease expense | 62 | 95 | ||||||
General and administrative expenses | ||||||||
Operating lease expense | $ 599 | $ 316 | ||||||
Wickfield Phoenix office lease | ||||||||
Operating lease term | 48 months | |||||||
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 | |||||||
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 | |||||||
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 | |||||||
Right-of-use asset | $ 67 | |||||||
Discount rate (as a percent) | 7% | |||||||
Lease area | ft² | 4,626 | |||||||
Wheelership and The Realty Associates Agreement | ||||||||
Right-of-use asset | $ 260 | |||||||
Discount rate (as a percent) | 7% | |||||||
Remaining lease period | 52 months | |||||||
Wheelership and The Realty Associates Agreement | Minimum | ||||||||
Monthly rent payment | $ 4 | |||||||
Wheelership and The Realty Associates Agreement | Maximum | ||||||||
Monthly rent payment | $ 6 |
Leases - Balance sheet (Details
Leases - Balance sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Aggregate lease commitments | $ 2,759 | $ 1,779 |
Less: impact of present value | (262) | (155) |
Balance, cost | 2,497 | 1,624 |
Straight line amortization | 946 | 346 |
Interest | (114) | (42) |
Balance, reduction in right-of-use asset | 832 | 304 |
Net book value | 1,665 | 1,320 |
Additions | 2,520 | 1,647 |
Payments | (896) | (310) |
Interest | 114 | 42 |
Current portion of lease liabilities | 641 | 415 |
Long term portion of lease liabilities | 1,097 | 964 |
Total lease liabilities | $ 1,738 | $ 1,379 |
Leases - Undiscounted liability
Leases - Undiscounted liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
2023 | $ 706 | |
2024 | 679 | |
2025 | 237 | |
2026 | 197 | |
2027 | 44 | |
Total lease payments | 1,863 | |
Less imputed interest | 125 | |
Total | $ 1,738 | $ 1,379 |
Leases - Weighted-average remai
Leases - Weighted-average remaining lease term and discount rate (Details) | Dec. 31, 2022 |
Leases | |
Weighted-average remaining lease term | 2 years 10 months 24 days |
Weighted-average discount rate | 4.50% |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 08, 2021 | Dec. 31, 2021 | |
Cash proceeds from issuance of common shares and warrants | $ 199,525 | $ 199,525 |
Stock issuance costs | $ 14,281 | $ 14,281 |
The Common Shares Offering [Member] | ||
Shares Issued, Price Per Share (in dollars per share) | $ 1.90 | |
Stock Issued During Period, Shares, New Issues (in shares) | 91,315,790 | |
Over-Allotment Option [Member] | ||
Stock Issued During Period, Shares, New Issues (in shares) | 13,697,368 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation | ||
Stock options granted (in shares) | 47,292,219 | 35,471,000 |
Stock issuance from exercise of stock options (in shares) | 7,022,776 | |
Vesting period | 4 years | 4 years |
Expiration period | 10 years | 5 years |
Reclassification of additional paid-in-capital to common stock | $ 1,051 | |
Cash received from stock option exercises | 1,769,000 | |
Sharebased Payment Arrangement Expense | $ 7,891,000 | $ 7,092,000 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation | ||
Options Outstanding, beginning balance (in shares) | 50,717,724 | |
Stock options granted (in shares) | 47,292,219 | 35,471,000 |
Stock options forfeited (in shares) | 4,300,000 | |
Vested stock options expired (in shares) | 9,597,500 | |
Options Outstanding, ending balance (in shares) | 84,112,443 | 50,717,724 |
Vested (in shares) | 23,850,099 | |
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | $ 0.4466 | |
Weighted Avg Exercise Price, Stock options granted (in dollars per share) | 0.2692 | |
Weighted Avg Exercise Price Stock options forfeited (in dollars per share) | 0.6108 | |
Weighted Avg Exercise Price Vested Stock options expired (in dollars per share) | 0.2601 | |
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | 0.3602 | $ 0.4466 |
Weighted Avg Exercise Price Vested (in dollars per share) | $ 0.3698 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Option details (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.2692 | |
Number of Options Issued and Outstanding (in shares) | 84,112,443 | 50,717,724 |
Number of Vested Options Outstanding (in shares) | 23,850,099 | |
Number of Unvested Options Outstanding (in shares) | 60,262,344 | |
March 14, 2020 | ||
Stock-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 2 months 12 days | |
July 9, 2020 | ||
Stock-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 6 months 7 days | |
August 25, 2020 | ||
Stock-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 7 months 24 days | |
October 1, 2020 | ||
Stock-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) | 191,667 | |
Number of Unvested Options Outstanding (in shares) | 75,000 | |
Weighted Avg Remaining Life Outstanding | 2 years 9 months | |
October 20, 2020 | ||
Stock-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) | 15,000 | |
Number of Unvested Options Outstanding (in shares) | 5,000 | |
Weighted Avg Remaining Life Outstanding | 2 years 9 months 21 days | |
December 31, 2020 | ||
Stock-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) | 13,002,500 | |
Number of Unvested Options Outstanding (in shares) | 2,740,000 | |
Weighted Avg Remaining Life Outstanding | 3 years | |
February 26, 2021 | ||
Stock-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 | 3 years 1 month 28 days | |
March 1, 2021 | ||
Stock-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 | 3 years 2 months 1 day | |
March 8, 2021 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 1.88 | |
Number of Options Issued and Outstanding (in shares) | 100,000 | |
Number of Vested Options Outstanding (in shares) | 100,000 | |
Weighted Avg Remaining Life Outstanding | 3 years 2 months 8 days | |
March 15, 2021 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 2.49 | |
Number of Options Issued and Outstanding (in shares) | 100,000 | |
Number of Vested Options Outstanding (in shares) | 100,000 | |
Weighted Avg Remaining Life Outstanding | 3 years 2 months 15 days | |
May 12, 2021 | ||
Stock-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) | 1,700,000 | |
Number of Unvested Options Outstanding (in shares) | 1,700,000 | |
Weighted Avg Remaining Life Outstanding | 3 years 4 months 9 days | |
May 14, 2021 | ||
Stock-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 | 3 years 4 months 13 days | |
August 11, 2021 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.57 | |
Number of Options Issued and Outstanding (in shares) | 525,000 | |
Number of Vested Options Outstanding (in shares) | 225,000 | |
Number of Unvested Options Outstanding (in shares) | 300,000 | |
Weighted Avg Remaining Life Outstanding | 3 years 7 months 9 days | |
August 18, 2021 | ||
Stock-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 | 3 years 7 months 17 days | |
August 23, 2021 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.50 | |
Number of Options Issued and Outstanding (in shares) | 25,000 | |
Number of Vested Options Outstanding (in shares) | 25,000 | |
Weighted Avg Remaining Life Outstanding | 3 years 7 months 24 days | |
September 13, 2021 | ||
Stock-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 | 3 years 8 months 12 days | |
October 01, 2021 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.58 | |
Number of Options Issued and Outstanding (in shares) | 12,412,500 | |
Number of Vested Options Outstanding (in shares) | 3,112,500 | |
Number of Unvested Options Outstanding (in shares) | 9,300,000 | |
Weighted Avg Remaining Life Outstanding | 3 years 9 months | |
January 3, 2022 | ||
Stock-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 | 4 years 3 days | |
January 4, 2022 | ||
Stock-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 | 4 years 3 days | |
January 14, 2022 | ||
Stock-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 | 4 years 14 days | |
January 16, 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.35 | |
Number of Options Issued and Outstanding (in shares) | 50,000 | |
Number of Unvested Options Outstanding (in shares) | 50,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 18 days | |
January 18, 2022 | ||
Stock-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 | 4 years 18 days | |
February 14, 2022 | ||
Stock-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 | 4 years 1 month 17 days | |
February 21, 2022 | ||
Stock-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 | 4 years 1 month 24 days | |
February 25, 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.35 | |
Number of Options Issued and Outstanding (in shares) | 12,100,000 | |
Number of Unvested Options Outstanding (in shares) | 12,100,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 1 month 28 days | |
March 30, 2022 | ||
Stock-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 | 4 years 3 months | |
April 1, 2022 | ||
Stock-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 | 4 years 3 months | |
April 6, 2022 | ||
Stock-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 | 4 years 3 months 7 days | |
April 11, 2022 | ||
Stock-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 | 4 years 3 months 10 days | |
May 2, 2022 | ||
Stock-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 | 4 years 4 months 2 days | |
May 9, 2022 | ||
Stock-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 | 4 years 4 months 9 days | |
May 11, 2022 | ||
Stock-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 | 4 years 4 months 9 days | |
May 16, 2022 | ||
Stock-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 | 4 years 4 months 17 days | |
May 31, 2022 | ||
Stock-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 | 4 years 5 months 1 day | |
June 1, 2022 | ||
Stock-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 | 4 years 5 months 1 day | |
June 6, 2022 | ||
Stock-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 | 4 years 5 months 4 days | |
June 13, 2022 | ||
Stock-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 | 4 years 5 months 12 days | |
June 17, 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.24 | |
Number of Options Issued and Outstanding (in shares) | 3,100,000 | |
Number of Vested Options Outstanding (in shares) | 3,100,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 5 months 15 days | |
July 1 2022 | ||
Stock-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 | 4 years 6 months | |
July 5 2022 | ||
Stock-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 | 4 years 6 months 3 days | |
July 6 2022 | ||
Stock-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 | 4 years 6 months 7 days | |
July 25 2022 | ||
Stock-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 | 4 years 6 months 25 days | |
August 1 2022 | ||
Stock-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 | 4 years 7 months 2 days | |
August 5 2022 | ||
Stock-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 | 4 years 7 months 6 days | |
August 8 2022 | ||
Stock-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 | 4 years 7 months 9 days | |
August 17 2022 | ||
Stock-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 | 4 years 7 months 17 days | |
August 19 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.27 | |
Number of Options Issued and Outstanding (in shares) | 200,000 | |
Number of Unvested Options Outstanding (in shares) | 200,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 7 months 20 days | |
August 22 2022 | ||
Stock-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 | 4 years 7 months 20 days | |
August 29 2022 | ||
Stock-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 | 4 years 7 months 28 days | |
August 31 2022 | ||
Stock-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 | 4 years 8 months 1 day | |
September 21 2022 | ||
Stock-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 | 4 years 8 months 23 days | |
September 23 2022 | ||
Stock-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 | 4 years 8 months 23 days | |
September 26 2022 | ||
Stock-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 | 4 years 8 months 26 days | |
October 4 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.22 | |
Number of Options Issued and Outstanding (in shares) | 4,000,000 | |
Number of Unvested Options Outstanding (in shares) | 4,000,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 9 months 3 days | |
November 3 2022 | ||
Stock-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 | 4 years 10 months 2 days | |
November 7 2022 | ||
Stock-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 | 4 years 10 months 6 days | |
November 8 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.24 | |
Number of Options Issued and Outstanding (in shares) | 4,950,000 | |
Number of Unvested Options Outstanding (in shares) | 4,950,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 10 months 9 days | |
November 9 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.23 | |
Number of Options Issued and Outstanding (in shares) | 300,000 | |
Number of Unvested Options Outstanding (in shares) | 300,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 10 months 9 days | |
November 14 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.24 | |
Number of Options Issued and Outstanding (in shares) | 350,000 | |
Number of Unvested Options Outstanding (in shares) | 350,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 10 months 13 days | |
November 21 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.21 | |
Number of Options Issued and Outstanding (in shares) | 50,000 | |
Number of Unvested Options Outstanding (in shares) | 50,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 10 months 20 days | |
December 1 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.21 | |
Number of Options Issued and Outstanding (in shares) | 100,000 | |
Number of Unvested Options Outstanding (in shares) | 100,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 11 months 1 day | |
December 9 2022 | ||
Stock-Based Compensation | ||
Exercise Price (in dollars per share) | $ 0.19 | |
Number of Options Issued and Outstanding (in shares) | 8,717,219 | |
Number of Unvested Options Outstanding (in shares) | 8,717,219 | |
Weighted Avg Remaining Life Outstanding | 4 years 11 months 8 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 09, 2022 | Dec. 01, 2022 | Nov. 21, 2022 | Nov. 14, 2022 | Nov. 09, 2022 | Nov. 08, 2022 | Nov. 07, 2022 | Nov. 03, 2022 | Oct. 04, 2022 | Sep. 26, 2022 | Sep. 23, 2022 | Sep. 21, 2022 | Aug. 31, 2022 | Aug. 29, 2022 | Aug. 22, 2022 | Aug. 19, 2022 | Aug. 17, 2022 | Aug. 11, 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 12, 2022 | May 11, 2022 | May 09, 2022 | May 02, 2022 | Apr. 11, 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 | Aug. 23, 2021 | Aug. 18, 2021 | Aug. 11, 2021 | May 14, 2021 | May 12, 2021 | Mar. 15, 2021 | Mar. 08, 2021 | Mar. 01, 2021 | Feb. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 111% | 111% | 111% | 111% | 112% | 112% | 112% | 112% | 112% | 113% | 113% | 113% | 112% | 112% | 112% | 112% | 112% | 112% | 113% | 113% | 113% | 113% | 113% | 113% | 113% | 114% | 114% | 114% | 114% | 113% | 113% | 113% | 114% | 114% | 114% | 114% | 114% | 116% | 116% | 116% | 116% | 118% | 117% | 117% | 117% | 117% | |||||||||||||
Risk-free interest rate | 3.72% | 3.65% | 3.96% | 3.98% | 4.24% | 4.27% | 4.35% | 4.31% | 3.96% | 3.70% | 3.28% | 3.09% | 3.02% | 2.88% | 2.94% | 2.98% | 2.85% | 3.55% | 3.05% | 2.96% | 2.84% | 2.86% | 2.92% | 3% | 3.03% | 2.82% | 2.70% | 2.53% | 2.43% | 1.91% | 1.89% | 1.94% | 1.74% | 1.73% | 1.64% | 1.47% | 1.50% | 1.10% | 0.92% | 0.93% | 0.96% | 1.11% | 1.06% | 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 | 5 years 9 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% | 0% | |||||||||||||
Common share price (in dollars per share) | $ 0.19 | $ 0.20 | $ 0.21 | $ 0.25 | $ 0.23 | $ 0.24 | $ 0.23 | $ 0.23 | $ 0.21 | $ 0.23 | $ 0.24 | $ 0.27 | $ 0.30 | $ 0.38 | $ 0.25 | $ 0.25 | $ 0.22 | $ 0.24 | $ 0.26 | $ 0.25 | $ 0.23 | $ 0.22 | $ 0.20 | $ 0.21 | $ 0.25 | $ 0.30 | $ 0.32 | $ 0.33 | $ 0.35 | $ 0.35 | $ 0.37 | $ 0.29 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.36 | $ 0.57 | $ 0.50 | $ 0.50 | $ 0.56 | $ 0.78 | $ 2.49 | $ 1.88 | $ 2.06 | $ 1.87 | |||||||||||||
Strike price (in dollars per share) | $ 0.19 | $ 0.21 | $ 0.21 | $ 0.24 | $ 0.23 | $ 0.24 | $ 0.24 | $ 0.23 | $ 0.22 | $ 0.23 | $ 0.25 | $ 0.27 | $ 0.31 | $ 0.39 | $ 0.25 | $ 0.26 | $ 0.22 | $ 0.24 | $ 0.26 | $ 0.25 | $ 0.24 | $ 0.23 | $ 0.20 | $ 0.21 | $ 0.25 | $ 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 | $ 0.50 | $ 0.50 | $ 0.57 | $ 0.78 | $ 2.49 | $ 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% | 0% | |||||||||||||
Stock-based expense | $ 7,891 | $ 7,092 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 6 years 2 months 4 days | 6 years 2 months 15 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 6 years 3 months | 6 years 2 months 19 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grantee One | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 113% | 113% | 113% | 113% | 112% | 112% | 112% | 112% | 118% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 4.11% | 3.91% | 3.24% | 3.15% | 2.94% | 2.65% | 2.90% | 3.02% | 1.06% | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | 1 year 4 months 13 days | 5 years 9 months | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common share price (in dollars per share) | $ 0.22 | $ 0.21 | $ 0.26 | $ 0.27 | $ 0.34 | $ 0.28 | $ 0.21 | $ 0.24 | $ 0.76 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ 0.22 | $ 0.21 | $ 0.27 | $ 0.27 | $ 0.34 | $ 0.28 | $ 0.21 | $ 0.24 | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Grantee Two | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 113% | 113% | 113% | 113% | 112% | 112% | 112% | 112% | 118% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 4.11% | 3.91% | 3.24% | 3.15% | 2.94% | 2.65% | 2.90% | 3.02% | 1.06% | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | 1 year 7 months 20 days | 6 years 3 months | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common share price (in dollars per share) | $ 0.22 | $ 0.21 | $ 0.26 | $ 0.27 | $ 0.34 | $ 0.28 | $ 0.21 | $ 0.24 | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ 0.22 | $ 0.21 | $ 0.27 | $ 0.27 | $ 0.34 | $ 0.28 | $ 0.21 | $ 0.24 | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Grantee Three | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 112% | 112% | 112% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.94% | 2.90% | 3.35% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 6 years 3 months | 6 years 3 months | 4 years 3 months 7 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common share price (in dollars per share) | $ 0.34 | $ 0.21 | $ 0.24 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ 0.34 | $ 0.21 | $ 0.24 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture rate | 0% | 0% | 0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grantee Four | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 112% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.94% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 6 years 3 months | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common share price (in dollars per share) | $ 0.34 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ 0.34 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture rate | 0% |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | ||
Jul. 15, 2022 | Jul. 01, 2022 | Dec. 31, 2022 | |
Warrants outstanding (in shares) | 32,561,418 | ||
Assisi | |||
Warrants outstanding term | 10 years | ||
Securities called by warrants (in shares) | 22,000,000 | ||
Warrant, exercise price (in dollars per share) | $ 0.252 | ||
Stock issuance from warrant exercises (in shares) | 0 | ||
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 | ||
Stock issuance from warrant exercises (in shares) | 0 | ||
Series A Warrants | |||
Warrants outstanding (in shares) | 197,917 | ||
Warrant, exercise price (in dollars per share) | $ 0.1500 | ||
Series B Warrants | |||
Warrants outstanding (in shares) | 363,501 | ||
Warrant, exercise price (in dollars per share) | $ 0.1500 | ||
Series C Warrants | |||
Warrant, exercise price (in dollars per share) | 0.1500 | ||
Series D Warrants | |||
Warrant, exercise price (in dollars per share) | $ 0.1600 |
Warrants - Outstanding (Details
Warrants - Outstanding (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Warrants and Rights, Outstanding (in shares) | shares | 32,561,418 |
Series A Warrants | |
Warrants and Rights, Outstanding (in shares) | shares | 197,917 |
Warrant, exercise price (in dollars per share) | $ 0.1500 |
Warrants, weighted average remaining life (Year) | 2 years 1 month 13 days |
Series B Warrants | |
Warrants and Rights, Outstanding (in shares) | shares | 363,501 |
Warrant, exercise price (in dollars per share) | $ 0.1500 |
Warrants, weighted average remaining life (Year) | 2 years 3 months 7 days |
Series C Warrants | |
Warrant, exercise price (in dollars per share) | $ 0.1500 |
Series D Warrants | |
Warrant, exercise price (in dollars per share) | $ 0.1600 |
Revo Squared warrants | |
Warrants and Rights, Outstanding (in shares) | shares | 10,000,000 |
Warrant, exercise price (in dollars per share) | $ 0.2201 |
Warrants, weighted average remaining life (Year) | 9 years 6 months 3 days |
Assisi warrants | |
Warrants and Rights, Outstanding (in shares) | shares | 22,000,000 |
Warrant, exercise price (in dollars per share) | $ 0.2520 |
Warrants, weighted average remaining life (Year) | 9 years 6 months 18 days |
Warrants - Subtotal (Details)
Warrants - Subtotal (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Sub Total Warrant amount | $ | $ 56,933 |
Warrants Expired | shares | 351,000 |
Warrants Expired, Amount | $ | $ 55 |
Total warrant exercised | shares | 360,129,250 |
Series A Warrants | |
Sub Total Warrant exercised shares | shares | 21,677,084 |
Sub Total Warrant amount | $ | $ 4,293 |
Series B Warrants | |
Sub Total Warrant exercised shares | shares | 17,969,833 |
Sub Total Warrant amount | $ | $ 2,695 |
Series C Warrants | |
Sub Total Warrant exercised shares | shares | 133,213,333 |
Sub Total Warrant amount | $ | $ 19,982 |
Warrants Expired | shares | 120,000 |
Warrants Expired, Amount | $ | $ 18 |
Series D Warrants | |
Sub Total Warrant exercised shares | shares | 187,269,000 |
Sub Total Warrant amount | $ | $ 29,963 |
Warrants Expired | shares | 231,000 |
Warrants Expired, Amount | $ | $ 37 |
Income Taxes - Rate reconciliat
Income Taxes - Rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Income tax rate (as a percent) | 23% | 23% |
Loss before income taxes | $ (19,381) | $ (20,717) |
Expected income tax expense (benefit) | (4,458) | (4,765) |
Difference in foreign rates | 235 | 180 |
Tax rate changes and other adjustments | (5) | 49 |
Changes in stock based compensation | (1,177) | |
Stock based compensation and nondeductible expenses | 241 | 1,394 |
Foreign accrual property income | 9 | 16 |
Prior period adjustment | 162 | |
Share issuance costs recorded in equity | (3,285) | |
Section 382 derecognition | 4,344 | |
Change in valuation allowance | 2,789 | (428) |
Total deferred income tax benefit | $ (2,366) | $ (2,333) |
Income Taxes - Deferred (Detail
Income Taxes - Deferred (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Intangible assets - licenses | $ 4,236 | $ 4,236 |
Share issuance costs | 2,482 | 3,425 |
Reserves | 478 | 181 |
Non-capital loss carried forward - Canada | 10,668 | 8,387 |
Net operating losses carried forward - US | 2,885 | 2,592 |
Investment tax credits | 208 | 30 |
Operating leases | 2 | 4 |
Stock-based compensation | 3,067 | |
Other | 478 | |
Total deferred tax assets | 24,504 | 18,855 |
Deferred tax liabilities | ||
Property and equipment | (491) | (139) |
Intangibles | (6,271) | (6,079) |
Other | (148) | |
Total deferred tax liabilities | (6,762) | (6,366) |
Valuation allowance | 18,987 | 16,198 |
Net deferred tax liability | $ (1,245) | $ (3,709) |
Income Taxes - Carryforward (De
Income Taxes - Carryforward (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Unrecognized tax benefits | $ 265 | |
Net operating loss carryforwards concluded valuation allowance | $ 1,600 | |
Domestic Tax Authority [Member] | ||
Operating loss carryforwards | 46,384 | |
Non-operating loss carryforward | $ 32,456 | |
Domestic Tax Authority [Member] | Tax Year 2036 | ||
Operating loss carryforwards | 3,763 | |
Domestic Tax Authority [Member] | Tax Year 2037 | ||
Operating loss carryforwards | 4,279 | |
Domestic Tax Authority [Member] | Tax Year 2038 | ||
Operating loss carryforwards | 5,417 | |
Domestic Tax Authority [Member] | Tax Year 2039 | ||
Operating loss carryforwards | 6,774 | |
Domestic Tax Authority [Member] | Tax Year 2040 | ||
Operating loss carryforwards | 7,418 | |
Domestic Tax Authority [Member] | Tax Year 2041 | ||
Operating loss carryforwards | 9,629 | |
Domestic Tax Authority [Member] | Tax Year 2042 | ||
Operating loss carryforwards | 9,104 | |
Foreign Tax Authority [Member] | ||
Operating loss carryforwards | 11,443 | |
Foreign Tax Authority [Member] | Tax Year 2035 | ||
Operating loss carryforwards | 856 | |
Foreign Tax Authority [Member] | Tax Year 2036 | ||
Operating loss carryforwards | 1,485 | |
Foreign Tax Authority [Member] | Tax Year 2037 | ||
Operating loss carryforwards | 3,832 | |
Foreign Tax Authority [Member] | Indefinitely (subject to 80% limitation) | ||
Operating loss carryforwards | 26,283 | |
Foreign Tax Authority [Member] | Derecognized under Section 382 | ||
Operating loss carryforwards | $ 21,013 |
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 |
Segmented Information - Segment
Segmented Information - Segment (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Number of reportable segments | segment | 2 | |
Net revenue | $ 18,930 | $ 4,133 |
Cost of revenue | 5,278 | 1,079 |
Gross profit | 13,652 | 3,054 |
Diagnostics | ||
Net revenue | 391 | 125 |
Cost of revenue | 265 | |
Gross profit | 126 | |
Therapeutics | ||
Net revenue | 18,539 | $ 4,008 |
Cost of revenue | 5,013 | |
Gross profit | $ 13,526 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Per Share | ||
Net loss | $ (17,015) | $ (18,384) |
Weighted average shares - basic (in shares) | 979,924,052 | 956,533,761 |
Denominator for diluted loss per share (in shares) | 979,924,052 | 956,533,761 |
Loss Per Share - Anti-dilutive
Loss Per Share - Anti-dilutive (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 84,112,443 | 50,717,724 |
Warrants. | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 32,561,418 | 912,418 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent events | Jan. 13, 2023 |
Distribution Agreement with Structured Monitoring Products, Inc. | |
Subsequent events | |
Distribution agreement term | 2 years |
Automatic renewals period | 12 months |
Long-term agreement with Qorvo Biotechnologies, LLC | |
Subsequent events | |
Manufacturing transfer process, maximum period | 18 months |