Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38298 | |
Entity Registrant Name | Zomedica Corp. | |
Entity Incorporation State Country Code | Z4 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address Address Line 1 | 100 Phoenix Drive | |
Entity Address Address Line 2 | Suite 125 | |
Entity Address City Or Town | Ann Arbor | |
Entity Address State Or Province | MI | |
Entity Address Postal Zip Code | 48108 | |
City Area Code | 734 | |
Local Phone Number | 369-2555 | |
Security 12b Title | Common Shares | |
Trading Symbol | ZOM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 979,949,668 | |
Entity Central Index Key | 0001684144 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 8,353 | $ 27,399 |
Available-for-sale securities | 112,698 | 87,693 |
Trade receivables, net | 428 | 596 |
Inventory, net | 2,743 | 2,746 |
Prepaid expenses and deposits | 4,856 | 3,799 |
Other receivables | 1,085 | 1,268 |
Total current assets | 130,163 | 123,501 |
Prepaid expenses and deposits | 153 | 188 |
Property and equipment, net | 6,799 | 6,809 |
Construction in progress | 1,886 | 692 |
Right-of-use asset | 1,511 | 1,665 |
Goodwill | 63,979 | 63,979 |
Intangible assets, net | 48,433 | 41,799 |
Non current available-for-sale securities | 26,409 | 40,712 |
Other assets | 265 | 265 |
Total assets | 279,598 | 279,610 |
Current liabilities | ||
Accounts payable and accrued liabilities | 7,419 | 6,698 |
Accrued income taxes | 233 | 187 |
Current portion of lease obligations | 641 | 641 |
Customer contract liabilities | 242 | 207 |
Other current liabilities | 62 | 78 |
Total current liabilities | 8,597 | 7,811 |
Lease obligations | 941 | 1,097 |
Deferred tax liabilities | 1,245 | 1,245 |
Customer contract liabilities | 263 | 182 |
Liability due to Qorvo | 3,529 | |
Other liabilities | 1,965 | 1,883 |
Total liabilities | 16,540 | 12,218 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity | ||
Unlimited common shares, no par value; 979,949,668 issued and outstanding at March 31, 2023 and December 31, 2022 | 380,973 | 380,973 |
Additional paid-in capital | 25,431 | 23,666 |
Accumulated deficit | (142,789) | (136,404) |
Accumulated comprehensive loss | (557) | (843) |
Total shareholders' equity | 263,058 | 267,392 |
Total liabilities and shareholders' equity | $ 279,598 | $ 279,610 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Common Shares, no par value (in dollars per share) | $ 0 | $ 0 |
Common Shares, issued (in shares) | 979,949,668 | 979,949,668 |
Common Shares, outstanding (in shares) | 979,949,668 | 979,949,668 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Net revenue | $ 5,482 | $ 3,751 |
Cost of revenue | 1,647 | 1,011 |
Gross profit | 3,835 | 2,740 |
Expenses | ||
Research and development | 918 | 351 |
Selling, general and administrative | 10,429 | 6,703 |
Loss from operations | (7,512) | (4,314) |
Interest income | 1,412 | 107 |
Interest expense | (50) | |
Other (loss) income | (1) | (1) |
Foreign exchange loss | (26) | (7) |
Loss before income taxes | (6,177) | (4,215) |
Income tax expense (benefit) | 208 | (278) |
Net loss | (6,385) | (3,937) |
Unrealized gains, change in fair value of available-for-sale securities, net of tax | 283 | |
Change in foreign currency translation | 3 | 51 |
Net loss and comprehensive loss | $ (6,099) | $ (3,886) |
Weighted average number of common shares - basic (in shares) | 979,949,668 | 979,899,668 |
Weighted average number of common shares - diluted (in shares) | 979,949,668 | 979,899,668 |
Loss per share - basic (in dollars per share) | $ (0.007) | $ (0.004) |
Loss per share - diluted (in dollars per share) | $ (0.007) | $ (0.004) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss | Total |
Balance, amount at Dec. 31, 2021 | $ 380,962 | $ 9,313 | $ (119,391) | $ 2 | $ 270,886 |
Balance (in shares) at Dec. 31, 2021 | 979,899,668 | ||||
Stock-based compensation | 2,041 | 2,041 | |||
Net loss | (3,937) | (3,937) | |||
Other Comprehensive Income | 51 | 51 | |||
Balance, amount at Mar. 31, 2022 | $ 380,962 | 11,354 | (123,328) | 53 | 269,041 |
Balance (in shares) at Mar. 31, 2022 | 979,899,668 | ||||
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 | ||||
Stock-based compensation | 1,765 | 1,765 | |||
Net loss | (6,385) | (6,385) | |||
Other Comprehensive Income | 286 | 286 | |||
Balance, amount at Mar. 31, 2023 | $ 380,973 | $ 25,431 | $ (142,789) | $ (557) | $ 263,058 |
Balance (in shares) at Mar. 31, 2023 | 979,949,668 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (6,385) | $ (3,937) |
Adjustments for: | ||
Depreciation | 164 | 82 |
Amortization - intangible assets | 1,199 | 737 |
Stock-based compensation | 1,765 | 2,041 |
Non cash portion of rent expense | (1) | |
Accretion/amortization of available-for-sale securities | (654) | |
Change in assets and liabilities, net of acquisitions: | ||
Purchased inventory | (731) | (1,005) |
Prepaid expenses and deposits | (1,022) | 128 |
Trade receivables | 144 | (27) |
Other receivables | 263 | (25) |
Accounts payable and accrued liabilities | 721 | (118) |
Accrued income tax | 46 | (23) |
Deferred tax liabilities | (279) | |
Other current liabilities | (16) | (40) |
Customer contract liabilities | 116 | (35) |
Other liabilities | 134 | 30 |
Net cash used in operating activities | (4,257) | (2,471) |
Cash flows from investing activities: | ||
Investment in available-for-sale securities | (8,072) | |
Investment in debt security (at fair value) | (1,750) | |
Investment in property and equipment | (113) | (83) |
Acquisition of intangibles | (4,000) | |
Investment in construction in progress | (857) | (123) |
Net cash used in investing activities | (14,792) | (206) |
(Decrease) increase in cash and cash equivalents | (19,049) | (2,677) |
Effect of exchange rate changes on cash | 3 | 62 |
Cash and cash equivalents, beginning of year | 27,399 | 194,952 |
Cash and cash equivalents, end of year | 8,353 | 192,337 |
Noncash activities: | ||
Change in fair value of available-for-sale securities, net of tax | 283 | |
Transfer of construction in progress into property and equipment and intangibles | 401 | |
Transfer of inventory into property and equipment | 738 | 246 |
Supplemental cash flow information: | ||
Interest received | $ 783 | $ 90 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
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 Company consists of the parent company, Zomedica Corp. and its wholly-owned U.S subsidiary, Zomedica Inc. and its international subsidiaries. The impact of the novel strains 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 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 intend to continue our research, development, and production related activities for the foreseeable future. |
Basis of Preparation
Basis of Preparation | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Significant Accounting Policies Basis of Measurement The condensed 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 Canada and our subsidiaries in the United States and Switzerland 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 A portion of depreciation expense has been stated as part of cost of revenue for $54. The consolidated statements of income and comprehensive income for the period ended March 31, 2022 have been adjusted for $21 of depreciation that was included in sales, general, and administrative expense. This amount has been reclassified to cost of revenue to conform to the current year presentation. The change in presentation had no effect on the reported results of operations and does not affect previously reported cash flows from operating activities in the consolidated statements of cash flows. To better align with the way in which we measure and track our business, we have changed the categorization of products within our segmentation of revenue. A portion of the products in our Therapeutics segment were previously designated as instruments and trodes in our form 10Q for the period ending March 31, 2022. These products have since been renamed to be capital and consumables to better align with our other platforms and to provide a more consistent baseline for comparison of the product lines within. Capital refers to the devices we sell within our PulseVet ® ® ® ® ® 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 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 twelve 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 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 March 31, 2023, our allowance was $47 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 March 31, 2023, 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. 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 customer relationships, developed technology, licenses, trademarks, and tradenames 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. 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. No triggering events were present as of March 31, 2023. 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 ® 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 three months ended March 31, 2023 and 2022 is as follows: For the Three Months Ended March 31, Diagnostics Therapeutics Consolidated 2023 2022 2023 2022 2023 2022 Capital $ 217 $ - $ 1,493 $ 1,590 $ 1,710 $ 1,590 Consumables 182 57 3,567 1,952 3,749 2,009 Other (e.g., warranty and repairs) - - 23 152 23 152 Total revenue $ 399 $ 57 $ 5,083 $ 3,694 $ 5,482 $ 3,751 Cost of Revenue Cost of goods sold consists of overhead, 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 Stock-based Compensation 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 the United States, Canada, Japan, and Switzerland. 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 |
Critical Accounting Judgments a
Critical Accounting Judgments and Key Sources of Estimation Uncertainty | 3 Months Ended |
Mar. 31, 2023 | |
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 customer relationship, developed technology, license, trademark, and tradename 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 Diagnostic based TRUFORMA ® 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 | 3 Months Ended |
Mar. 31, 2023 | |
Investment Securities | |
Investment Securities | 5. Investment Securities The following represents the Company’s investment securities as of March 31, 2023 (in thousands): Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 29,490 $ 583 $ (71) $ 30,002 Corporate notes / bonds 43,163 303 (425) 43,041 Debt security 2,750 - - 2,750 U.S. treasuries 16,815 146 (90) 16,871 U.S. govt. agencies 46,484 151 (192) 46,443 Money market funds 4,907 - - 4,907 Total investment securities $ 143,609 $ 1,183 $ (778) $ 144,014 Accretion / (amortization) refers to the discounts and premiums incurred on bonds and notes purchased and are included within interest income on our consolidated income statement. Accrued interest receivable related to the above investment securities amounted to $690 and is included within Other Receivables on our consolidated balance sheet. Contractual maturities of investment securities as of March 31, 2023 are as follows (in thousands): Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 4,907 $ 4,907 Original maturities of 91-365 days 112,175 112,698 Original maturities of 366+ days 26,527 26,409 Total investment securities $ 143,609 $ 144,014 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 involve management judgement and the reporting entity’s own assumptions about market participants and pricing. Cash and cash equivalents, accounts receivable, and accounts payable: Available-for-sale securities: Earnout liability: Included within these available-for-sale securities are $2,750 in convertible notes associated with Structured Monitoring Products, Inc.’s (“SMP”) VetGuardian ® Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 30,002 $ - $ 30,002 Corporate notes / bonds - 43,041 - 43,041 Debt security - - 2,750 2,750 U.S. treasuries 16,871 - - 16,871 U.S. govt. agencies 46,443 - - 46,443 Money market funds 4,907 - - 4,907 Total investment securities $ 68,221 $ 73,043 $ 2,750 $ 144,014 The following table shows these same investments and their respective balance sheet classifications: Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ - $ 30,002 $ - $ 30,002 Corporate notes / bonds - 32,794 10,247 43,041 Debt security - - 2,750 2,750 U.S. treasuries - 12,056 4,815 16,871 U.S. govt. agencies - 37,846 8,597 46,443 Money market funds 4,907 - - 4,907 Total investment securities $ 4,907 $ 112,698 $ 26,409 $ 144,014 Unrealized gains on our investments have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through March 31, 2023. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations | |
Business Combinations | 7. Business Combinations All of the Company’s acquisitions of businesses 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 (collectively the “Seller”) pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets related to the Assisi ® ® ® ® ® 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 anniversary of the Closing Date, respectively, less the amount of prior or pending indemnification claims. The Company also issued to Assisi a ten-year warrant to purchase an aggregate of 22,000,000 of the Company’s common shares at a per share exercise price equal to $0.252 . The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $14,329 was recorded in connection with this acquisition, 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’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 Purchase price consideration was made up of the following: Cash $ 18,293 Fair value of warrants $ 4,688 Total $ 22,981 The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted. The following table provides unaudited proforma financial information, prepared in accordance with Topic 805, for the three months ended March 31, 2023 and 2022, as if Assisi had been acquired as of January 1, 2022. Proforma results do not include the effect of any synergies anticipated to be achieved from the acquisition, and accordingly, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that may result in the future. For the Three Months Ended March 31, 2023 2022 Net Revenue $ 5,482 $ 5,054 Net Losses $ (6,385) $ (4,519) For the Three Months Ended March 31, 2023 2022 Adjustments to net revenues Assisi preacquisition revenues $ - $ 1,303 Adjustments to net income Assisi preacquisition net losses $ - $ (582) Asset Purchase Agreement with Revo Squared LLC 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 fifteen 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-time earn-out payments of $2,000 each will be payable upon net sales from Revo Squared Products exceeding $5,000 and $10,000 during any calendar year ending on or prior to December 31, 2027. The fair value of the earnout liability was adjusted from $2,000 to $1,500 at December 31, 2022. Fair value of the earnout was determined using Level 3 inputs. 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 Purchase price consideration was made up of the following: Cash $ 6,011 Fair value of warrants $ 1,777 Total $ 7,788 The determination of the final purchase price allocation to specific assets and liabilities assumed is incomplete. The purchase price allocation may change in future periods as the fair value estimates of the assets (including intangibles) and liabilities are adjusted. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory | |
Inventory | 8. Inventory Inventory details are as follows: March 31, 2023 December 31, 2022 Diagnostics Therapeutics Consolidated Diagnostics Therapeutics Consolidated Raw Materials $ 265 $ 1,469 $ 1,734 $ — $ 1,685 $ 1,685 Finished Goods 93 352 445 — 182 182 Purchased Inventory 94 494 588 139 780 919 Total 452 2,315 2,767 139 2,647 2,786 Reserves (2) (22) (24) (18) (22) (40) Net inventory $ 450 $ 2,293 $ 2,743 $ 121 $ 2,625 $ 2,746 |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expenses and Deposits. | |
Prepaid Expenses and Deposits | 9. Prepaid Expenses and Deposits March 31, December 31, 2023 2022 Deposits $ 2,274 $ 1,886 Prepaid marketing 72 114 Prepaid insurance 570 614 Prepaid taxes 1,733 753 Other 360 620 Total prepaid expenses and deposits $ 5,009 $ 3,987 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment | |
Property and Equipment | March 31, December 31, 2023 2022 Machinery and office equipment $ 6,544 $ 6,487 Furniture and equipment 120 111 Laboratory equipment 337 249 Leasehold improvements 1,239 1,239 8,240 8,086 Accumulated depreciation and amortization 1,441 1,277 Net property and equipment $ 6,799 $ 6,809 Depreciation expense for the three months ended March 31, 2023 and 2022 was $164 and $82, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets | |
Intangible Assets | 11. Intangible Assets March 31, December 31, 2023 2022 Computer software $ 704 $ 350 Customer relationships 26,651 26,651 Licenses 7,479 - Technology 15,650 15,650 Trademarks 16 16 Tradename 2,850 2,850 Website 962 962 54,312 46,479 Accumulated amortization 5,879 4,680 Net intangibles $ 48,433 $ 41,799 Included within intangibles are Qorvo related licenses of $7,479 comprised of a one-time license fee of $4,000 that was paid on the effective date of the agreement and the discounted value of an obligation to make a second $4,000 payment upon completion of the installation qualification process for a cartridge production line. The liability associated with the second payment is being recorded in the “Liability Due to Qorvo” line in our Condensed Consolidated Balance Sheets. The estimated future amortization of intangible assets is as follows: 2023 $ 3,731 2024 4,933 2025 4,769 2026 4,536 2027 and beyond 30,464 Total $ 48,433 Amortization expense for the three months ended March 31, 2023 and 2022 was $1,199 and $737, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
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 forty-eight 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 forty-one 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 sixty-one 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 eighteen 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 fifty-two 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 three months ended March 31, 2023 and 2022, the Company recognized $199 and $152 in rent expense inclusive of common area maintenance (CAM) charges, insurance, and tax with $18 and $0 recorded into cost of revenue, $40 and $16 recorded in research and development expenses, and $141 and $136 recorded in general and administrative expense in the consolidated statements of comprehensive loss. March 31, December 31, 2023 2022 Right-of-use asset Cost Aggregate lease commitments $ 2,759 $ 2,759 Less: impact of present value (262) (262) Balance $ 2,497 $ 2,497 Reduction in right-of-use asset Straight line amortization 1,119 946 Interest (133) (114) Balance $ 986 $ 832 Net book value as at: Balance $ 1,511 $ 1,665 Lease liabilities Additions $ 2,520 $ 2,520 Payments (1,071) (896) Interest 133 114 Total lease liabilities $ 1,582 $ 1,738 Current portion of lease liabilities 641 641 Long term portion of lease liabilities 941 1,097 Total lease liabilities $ 1,582 $ 1,738 Total remaining undiscounted lease liabilities related to the above lease are as follows: 2023 531 2024 679 2025 237 2026 197 2027 44 Total lease payments $ 1,688 Less imputed interest 106 Total $ 1,582 Our weighted-average remaining lease term and discount rate are as follows: Three Months Ended March 31, 2023 Weighted-average remaining lease term 2.7 years Weighted-average discount rate 4.5% |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | 13. Stock-Based Compensation During the three months ended March 31, 2023, the Company issued 6,710,000 stock options to purchase an aggregate of 6,710,000 common shares. These options also vest over a period of four years and have an expiration period of 10 years . During the three months ended March 31, 2022, the Company issued 14,425,000 stock options to purchase an aggregate of 14,425,000 common shares. These options also vest over a period of four years and have an expiration period of 10 years . The continuity of stock options are as follows: Number of Weighted Avg Options Exercise Price Balance at December 31, 2022 84,112,443 $ 0.3602 Stock options granted 6,710,000 0.2431 Stock options forfeited 705,000 0.4063 Vested stock options expired 462,500 1.5459 Balance at March 31, 2023 89,654,943 $ 0.3449 Vested at March 31, 2023 27,066,474 $ 0.3484 As of March 31, 2023, details of the issued and outstanding stock options are as follows: Grant Year Weighted Avg. Exercise Price Number of Options Issued and Outstanding Number of Vested Options Outstanding Number of Unvested Options Outstanding Weighted Avg. Remaining Life Outstanding (Years) 2020 0.22 17,252,724 14,478,974 2,773,750 2.69 2021 0.65 20,300,000 6,150,000 14,150,000 3.37 2022 0.27 45,392,219 6,437,500 38,954,719 4.32 2023 0.24 6,710,000 — 6,710,000 4.93 Balance at March 31, 2023 89,654,943 27,066,474 62,588,469 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 three months ended March 31, 2023 and the twelve months 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 Year Weighted Avg. Volatility Weighted Avg. Risk-Free Int. Rate Weighted Avg. Expected Life (In Years) Weighted Avg. Common Share Price Weighted Avg. Exercise Price 2020 96 % 0.47 % 9.53 $ 0.21 $ 0.22 2021 117 1.08 6.20 0.65 0.65 2022 112 3.09 5.92 0.27 0.27 2023 110 3.67 6.25 0.24 0.24 For the three months ended March 31, 2023 and 2022, the Company recorded $1,765 and $2,041 of stock-based expense. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | 14. 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 March 31, 2023, 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 March 31, 2023, no warrants have been exercised. As of March 31, 2023, 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 1.87 April 9, 2020 (Series B) 0.1500 363,501 2.03 May 29, 2020 (Series C) 0.1500 - - July 7, 2020 (Series D) 0.1600 - - July 1, 2022 (Revo Squared) 0.2201 10,000,000 9.26 July 15, 2022 (Assisi) 0.2520 22,000,000 9.30 Balance at March 31, 2023 32,561,418 Cumulative warrants exercised and expired as of March 31, 2023 were as follows: Warrants Warrants Warrant Series Exercised Amount Expired Amount February 14, 2020 (Series A) 21,677,084 $ 4,293 — $ — April 9, 2020 (Series B) 17,969,833 2,695 — — May 29, 2020 (Series C) 133,213,333 19,982 120,000 18 July 7, 2020 (Series D) 187,269,000 29,963 231,000 37 July 1, 2022 (Revo Squared) — — — — July 15, 2022 (Assisi) — — — — Total 360,129,250 $ 56,933 351,000 $ 55 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income taxes | |
Income taxes | 15. Income Taxes The Company is in an overall net deferred tax liability position as of March 31, 2023. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in utilization of the Company’s US federal and state net operating loss carryforwards in future tax periods. The Company is in a net deferred tax asset position in Canada and a full valuation allowance against the Canada deferred tax assets remains necessary as a result of the historical losses and the uncertainty of realizing any future tax benefits related to the Canadian deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of March 31, 2023, and continuing as of May 11, 2023, the Company is not aware of any pending or threatened material litigation claims against the Company. On May 10, 2018, the Company entered 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 March 31, 2023, 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 March 31, 2023 and December 31, 2022. On January 17, 2023, the Company entered into a series of agreements with Qorvo Biotechnologies, LLC. Under the terms of these agreements, the Company has the obligation: ● to purchase a minimum quantity of production and development cartridges for the period beginning on the date the parties entered into the agreements and ending on the earlier of the date Zomedica notifies Qorvo to stop production or December 31, 2024; ● to purchase a minimum quantity of BAW Sensors commencing on the Transition Date and continuing as long as Zomedica has a license from Qorvo to manufacture the cartridges, subject to each party’s rights to early termination including Zomedica’s right to terminate at any time with 90 days prior written notice; and ● to pay a royalty to Qorvo on the sale of cartridges after the Transition Date |
Segmented Information
Segmented Information | 3 Months Ended |
Mar. 31, 2023 | |
Segmented Information | |
Segmented Information | 17. Segment Information The Company’s operations are comprised of two reportable segments: ● Diagnostics, which consists of TRUFORMA ® , VetGuardian ® , and imaging products; ● Therapeutics, which consists of Assisi ® and PulseVet ® 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 as of March 31, 2023: Diagnostics Therapeutics Consolidated Net revenue $ 399 $ 5,083 $ 5,482 Cost of revenue 338 1,309 1,647 Gross profit $ 61 $ 3,774 $ 3,835 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Loss Per Share | |
Loss Per Share | 18. Loss Per Share For the Three Months Ended March 31, 2023 2022 Numerator Net loss for the period $ (6,385) $ (3,937) Charge to retained earnings for preferred share exchange - - Loss attributable to common shareholders (6,385) (3,937) Denominator Weighted average shares - basic 979,949,668 979,899,668 Loss per share - basic and diluted $ (0.007) $ (0.004) As of March 31, 2023, and 2022, the Company had stock options outstanding of 89,654,943 and 57,632,724 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. |
Related party transaction
Related party transaction | 3 Months Ended |
Mar. 31, 2023 | |
Related party transaction | |
Related party transaction | 19. Related Party Transaction On March 1, 2022 we entered into a Consulting Agreement with Johnny Powers, a member of our Board. Pursuant to the Powers Agreement, Dr. Powers provides strategic consulting services to the Company. Dr. Powers is entitled to $10 per month as compensation and reimbursement for authorized expenses. The Powers Agreement expires May 31, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 20. Subsequent Events On May 5, 2023, Zomedica, Inc., a U.S. subsidiary of Zomedica Corp., provided Structured Monitoring Products, Inc., a Florida corporation (“SMP”), with written notice of its intention to exercise its irrevocable option to acquire SMP. Concurrently with its delivery of the exercise notice, Zomedica made a nonrefundable cash payment to SMP of $250, which will be credited toward the purchase price. Zomedica now intends to promptly commence conducting due diligence with respect to the acquisition. On May 10, 2023, Zomedica, Inc., a wholly-owned subsidiary of Zomedica Corp., entered into an amendment to the Multi-Tenant Industrial Triple Net Lease with an effective date of March 18, 2022 by and between ULF Northfield Business Center LLC and Zomedica, Inc. for property located at 4000 Northfield Way, Roswell, GA 30076. The Amendment expands the Leased Premises by 6,000 rentable square feet (“Expansion Premises”) from 12,400 rentable square feet to 18,400 square feet and extends the lease term from the date ending April 30, 2027 to a date ending sixty months after the earlier of (i) the date the Landlord delivers the Expansion Premises to Zomedica, Inc. and (ii) December 1, 2023. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies | |
Principles of Consolidation | 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”). |
Basis of Measurement | Basis of Measurement The condensed consolidated financial statements have been prepared on the historical cost basis except as otherwise noted. |
Business Combinations | Business Combinations |
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 Canada and our subsidiaries in the United States and Switzerland 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 A portion of depreciation expense has been stated as part of cost of revenue for $54. The consolidated statements of income and comprehensive income for the period ended March 31, 2022 have been adjusted for $21 of depreciation that was included in sales, general, and administrative expense. This amount has been reclassified to cost of revenue to conform to the current year presentation. The change in presentation had no effect on the reported results of operations and does not affect previously reported cash flows from operating activities in the consolidated statements of cash flows. To better align with the way in which we measure and track our business, we have changed the categorization of products within our segmentation of revenue. A portion of the products in our Therapeutics segment were previously designated as instruments and trodes in our form 10Q for the period ending March 31, 2022. These products have since been renamed to be capital and consumables to better align with our other platforms and to provide a more consistent baseline for comparison of the product lines within. Capital refers to the devices we sell within our PulseVet ® ® ® ® ® |
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 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 twelve 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 receivable 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 March 31, 2023, our allowance was $47 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 March 31, 2023, 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. |
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 customer relationships, developed technology, licenses, trademarks, and tradenames 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. |
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. No triggering events were present as of March 31, 2023. |
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 ® 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 three months ended March 31, 2023 and 2022 is as follows: For the Three Months Ended March 31, Diagnostics Therapeutics Consolidated 2023 2022 2023 2022 2023 2022 Capital $ 217 $ - $ 1,493 $ 1,590 $ 1,710 $ 1,590 Consumables 182 57 3,567 1,952 3,749 2,009 Other (e.g., warranty and repairs) - - 23 152 23 152 Total revenue $ 399 $ 57 $ 5,083 $ 3,694 $ 5,482 $ 3,751 |
Cost of Revenue | Cost of goods sold consists of overhead, 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 |
Stock-based Compensation | Stock-based Compensation 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 the United States, Canada, Japan, and Switzerland. 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 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies | |
Schedule of segmented revenue | For the Three Months Ended March 31, Diagnostics Therapeutics Consolidated 2023 2022 2023 2022 2023 2022 Capital $ 217 $ - $ 1,493 $ 1,590 $ 1,710 $ 1,590 Consumables 182 57 3,567 1,952 3,749 2,009 Other (e.g., warranty and repairs) - - 23 152 23 152 Total revenue $ 399 $ 57 $ 5,083 $ 3,694 $ 5,482 $ 3,751 |
Investment securities (Tables)
Investment securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investment Securities | |
Schedule of company's investment securities | Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 29,490 $ 583 $ (71) $ 30,002 Corporate notes / bonds 43,163 303 (425) 43,041 Debt security 2,750 - - 2,750 U.S. treasuries 16,815 146 (90) 16,871 U.S. govt. agencies 46,484 151 (192) 46,443 Money market funds 4,907 - - 4,907 Total investment securities $ 143,609 $ 1,183 $ (778) $ 144,014 |
Schedule of contractual maturities of investment securities | Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 4,907 $ 4,907 Original maturities of 91-365 days 112,175 112,698 Original maturities of 366+ days 26,527 26,409 Total investment securities $ 143,609 $ 144,014 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Schedule of the fair value of our investments | Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 30,002 $ - $ 30,002 Corporate notes / bonds - 43,041 - 43,041 Debt security - - 2,750 2,750 U.S. treasuries 16,871 - - 16,871 U.S. govt. agencies 46,443 - - 46,443 Money market funds 4,907 - - 4,907 Total investment securities $ 68,221 $ 73,043 $ 2,750 $ 144,014 |
Schedule of investments and balance sheet classifications | Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ - $ 30,002 $ - $ 30,002 Corporate notes / bonds - 32,794 10,247 43,041 Debt security - - 2,750 2,750 U.S. treasuries - 12,056 4,815 16,871 U.S. govt. agencies - 37,846 8,597 46,443 Money market funds 4,907 - - 4,907 Total investment securities $ 4,907 $ 112,698 $ 26,409 $ 144,014 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Three Months Ended March 31, 2023 2022 Net Revenue $ 5,482 $ 5,054 Net Losses $ (6,385) $ (4,519) |
Summary of purchase price consideration | Cash $ 18,293 Fair value of warrants $ 4,688 Total $ 22,981 |
Schedule of pro forma financial information | For the Three Months Ended March 31, 2023 2022 Adjustments to net revenues Assisi preacquisition revenues $ - $ 1,303 Adjustments to net income Assisi preacquisition net losses $ - $ (582) |
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 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory | |
Summary of inventory | March 31, 2023 December 31, 2022 Diagnostics Therapeutics Consolidated Diagnostics Therapeutics Consolidated Raw Materials $ 265 $ 1,469 $ 1,734 $ — $ 1,685 $ 1,685 Finished Goods 93 352 445 — 182 182 Purchased Inventory 94 494 588 139 780 919 Total 452 2,315 2,767 139 2,647 2,786 Reserves (2) (22) (24) (18) (22) (40) Net inventory $ 450 $ 2,293 $ 2,743 $ 121 $ 2,625 $ 2,746 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expenses and Deposits. | |
Schedule of prepaid expenses and deposits | March 31, December 31, 2023 2022 Deposits $ 2,274 $ 1,886 Prepaid marketing 72 114 Prepaid insurance 570 614 Prepaid taxes 1,733 753 Other 360 620 Total prepaid expenses and deposits $ 5,009 $ 3,987 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment | |
Schedule of property and equipment | March 31, December 31, 2023 2022 Machinery and office equipment $ 6,544 $ 6,487 Furniture and equipment 120 111 Laboratory equipment 337 249 Leasehold improvements 1,239 1,239 8,240 8,086 Accumulated depreciation and amortization 1,441 1,277 Net property and equipment $ 6,799 $ 6,809 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets | |
Schedule of Finite-Lived Intangible Assets | March 31, December 31, 2023 2022 Computer software $ 704 $ 350 Customer relationships 26,651 26,651 Licenses 7,479 - Technology 15,650 15,650 Trademarks 16 16 Tradename 2,850 2,850 Website 962 962 54,312 46,479 Accumulated amortization 5,879 4,680 Net intangibles $ 48,433 $ 41,799 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | 2023 $ 3,731 2024 4,933 2025 4,769 2026 4,536 2027 and beyond 30,464 Total $ 48,433 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Lessee, Operating Lease, Right of Use Asset and Lease Liabilities | March 31, December 31, 2023 2022 Right-of-use asset Cost Aggregate lease commitments $ 2,759 $ 2,759 Less: impact of present value (262) (262) Balance $ 2,497 $ 2,497 Reduction in right-of-use asset Straight line amortization 1,119 946 Interest (133) (114) Balance $ 986 $ 832 Net book value as at: Balance $ 1,511 $ 1,665 Lease liabilities Additions $ 2,520 $ 2,520 Payments (1,071) (896) Interest 133 114 Total lease liabilities $ 1,582 $ 1,738 Current portion of lease liabilities 641 641 Long term portion of lease liabilities 941 1,097 Total lease liabilities $ 1,582 $ 1,738 |
Lessee, Operating Lease, Liability, Maturity | 2023 531 2024 679 2025 237 2026 197 2027 44 Total lease payments $ 1,688 Less imputed interest 106 Total $ 1,582 |
Weighted-Average Remaining Lease Term and Discount Rate | Three Months Ended March 31, 2023 Weighted-average remaining lease term 2.7 years Weighted-average discount rate 4.5% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Share-based payment arrangement, option, activity | Number of Weighted Avg Options Exercise Price Balance at December 31, 2022 84,112,443 $ 0.3602 Stock options granted 6,710,000 0.2431 Stock options forfeited 705,000 0.4063 Vested stock options expired 462,500 1.5459 Balance at March 31, 2023 89,654,943 $ 0.3449 Vested at March 31, 2023 27,066,474 $ 0.3484 |
Summary of issued and outstanding stock options | Grant Year Weighted Avg. Exercise Price Number of Options Issued and Outstanding Number of Vested Options Outstanding Number of Unvested Options Outstanding Weighted Avg. Remaining Life Outstanding (Years) 2020 0.22 17,252,724 14,478,974 2,773,750 2.69 2021 0.65 20,300,000 6,150,000 14,150,000 3.37 2022 0.27 45,392,219 6,437,500 38,954,719 4.32 2023 0.24 6,710,000 — 6,710,000 4.93 Balance at March 31, 2023 89,654,943 27,066,474 62,588,469 |
Summary of option fair value assumptions | Grant Year Weighted Avg. Volatility Weighted Avg. Risk-Free Int. Rate Weighted Avg. Expected Life (In Years) Weighted Avg. Common Share Price Weighted Avg. Exercise Price 2020 96 % 0.47 % 9.53 $ 0.21 $ 0.22 2021 117 1.08 6.20 0.65 0.65 2022 112 3.09 5.92 0.27 0.27 2023 110 3.67 6.25 0.24 0.24 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 1.87 April 9, 2020 (Series B) 0.1500 363,501 2.03 May 29, 2020 (Series C) 0.1500 - - July 7, 2020 (Series D) 0.1600 - - July 1, 2022 (Revo Squared) 0.2201 10,000,000 9.26 July 15, 2022 (Assisi) 0.2520 22,000,000 9.30 Balance at March 31, 2023 32,561,418 |
Schedule of Cumulative Warrants Exercised and Expired | Warrants Warrants Warrant Series Exercised Amount Expired Amount February 14, 2020 (Series A) 21,677,084 $ 4,293 — $ — April 9, 2020 (Series B) 17,969,833 2,695 — — May 29, 2020 (Series C) 133,213,333 19,982 120,000 18 July 7, 2020 (Series D) 187,269,000 29,963 231,000 37 July 1, 2022 (Revo Squared) — — — — July 15, 2022 (Assisi) — — — — Total 360,129,250 $ 56,933 351,000 $ 55 |
Segmented Information (Tables)
Segmented Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segmented Information | |
Schedule of segments | Diagnostics Therapeutics Consolidated Net revenue $ 399 $ 5,083 $ 5,482 Cost of revenue 338 1,309 1,647 Gross profit $ 61 $ 3,774 $ 3,835 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loss Per Share | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three Months Ended March 31, 2023 2022 Numerator Net loss for the period $ (6,385) $ (3,937) Charge to retained earnings for preferred share exchange - - Loss attributable to common shareholders (6,385) (3,937) Denominator Weighted average shares - basic 979,949,668 979,899,668 Loss per share - basic and diluted $ (0.007) $ (0.004) |
Significant Accounting Polici_4
Significant Accounting Policies - Reclassification (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Reclassification | ||
Cost of revenue depreciation | $ 54 | |
Adjustment of Prior Period | ||
Reclassification | ||
Cost of revenue depreciation | $ 21 |
Significant Accounting Polici_5
Significant Accounting Policies - Interim (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Payment term | 30 days | |
Net revenue | $ 5,482 | $ 3,751 |
Accounts Receivable, Allowance for Credit Loss, Current | 47 | |
Capital | ||
Net revenue | 1,710 | 1,590 |
Consumables | ||
Net revenue | 3,749 | 2,009 |
Other revenue | ||
Net revenue | 23 | 152 |
Diagnostics | ||
Net revenue | 399 | 57 |
Diagnostics | Capital | ||
Net revenue | 217 | |
Diagnostics | Consumables | ||
Net revenue | 182 | 57 |
Therapeutics | ||
Net revenue | 5,083 | 3,694 |
Therapeutics | Capital | ||
Net revenue | 1,493 | 1,590 |
Therapeutics | Consumables | ||
Net revenue | 3,567 | 1,952 |
Therapeutics | Other revenue | ||
Net revenue | $ 23 | $ 152 |
Investment Securities (Details)
Investment Securities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Investment securities | |
Acquisition Cost | $ 143,609 |
Accretion / (Amortization) | 1,183 |
Unrealized Gain / (Loss) | (778) |
Estimated Fair Value | 144,014 |
Accrued interest receivable | 690 |
Commercial paper | |
Investment securities | |
Acquisition Cost | 29,490 |
Accretion / (Amortization) | 583 |
Unrealized Gain / (Loss) | (71) |
Estimated Fair Value | 30,002 |
Corporate notes / bonds | |
Investment securities | |
Acquisition Cost | 43,163 |
Accretion / (Amortization) | 303 |
Unrealized Gain / (Loss) | (425) |
Estimated Fair Value | 43,041 |
Debt security | |
Investment securities | |
Acquisition Cost | 2,750 |
Estimated Fair Value | 2,750 |
US treasuries | |
Investment securities | |
Acquisition Cost | 16,815 |
Accretion / (Amortization) | 146 |
Unrealized Gain / (Loss) | (90) |
Estimated Fair Value | 16,871 |
US govt agencies | |
Investment securities | |
Acquisition Cost | 46,484 |
Accretion / (Amortization) | 151 |
Unrealized Gain / (Loss) | (192) |
Estimated Fair Value | 46,443 |
Money market funds | |
Investment securities | |
Acquisition Cost | 4,907 |
Estimated Fair Value | $ 4,907 |
Investment Securities - Maturit
Investment Securities - Maturities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Investment securities | |
Acquisition Cost | $ 143,609 |
Estimated Fair Value | 144,014 |
90 Days or less | |
Investment securities | |
Acquisition Cost | 4,907 |
Estimated Fair Value | 4,907 |
91 to 365 days | |
Investment securities | |
Acquisition Cost | 112,175 |
Estimated Fair Value | 112,698 |
366 or more days | |
Investment securities | |
Acquisition Cost | 26,527 |
Estimated Fair Value | $ 26,409 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Debt security $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair value | |
Convertible note receivable | $ 2,750 |
Unrealized gain (loss) | 0 |
Impairment of investments | $ 0 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Fair value | |
Total investment securities | $ 144,014 |
Commercial paper | |
Fair value | |
Total investment securities | 30,002 |
Corporate notes / bonds | |
Fair value | |
Total investment securities | 43,041 |
Debt security | |
Fair value | |
Total investment securities | 2,750 |
U.S. treasuries | |
Fair value | |
Total investment securities | 16,871 |
U.S. govt. agencies | |
Fair value | |
Total investment securities | 46,443 |
Money market funds | |
Fair value | |
Total investment securities | 4,907 |
Recurring | |
Fair value | |
Total investment securities | 144,014 |
Recurring | Commercial paper | |
Fair value | |
Total investment securities | 30,002 |
Recurring | Corporate notes / bonds | |
Fair value | |
Total investment securities | 43,041 |
Recurring | Debt security | |
Fair value | |
Total investment securities | 2,750 |
Recurring | U.S. treasuries | |
Fair value | |
Total investment securities | 16,871 |
Recurring | U.S. govt. agencies | |
Fair value | |
Total investment securities | 46,443 |
Recurring | Money market funds | |
Fair value | |
Total investment securities | 4,907 |
Recurring | Level 1 | |
Fair value | |
Total investment securities | 68,221 |
Recurring | Level 1 | U.S. treasuries | |
Fair value | |
Total investment securities | 16,871 |
Recurring | Level 1 | U.S. govt. agencies | |
Fair value | |
Total investment securities | 46,443 |
Recurring | Level 1 | Money market funds | |
Fair value | |
Total investment securities | 4,907 |
Recurring | Level 2 | |
Fair value | |
Total investment securities | 73,043 |
Recurring | Level 2 | Commercial paper | |
Fair value | |
Total investment securities | 30,002 |
Recurring | Level 2 | Corporate notes / bonds | |
Fair value | |
Total investment securities | 43,041 |
Recurring | Level 3 | |
Fair value | |
Total investment securities | 2,750 |
Recurring | Level 3 | Debt security | |
Fair value | |
Total investment securities | $ 2,750 |
Fair Value Measurements - Balan
Fair Value Measurements - Balance sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair value, balance sheet | ||
Cash and cash equivalents | $ 8,353 | $ 27,399 |
Available-For-Sale (Current) | 112,698 | 87,693 |
Available-For-Sale (Non-Current) | 26,409 | $ 40,712 |
Estimated Fair Value | 144,014 | |
Commercial paper | ||
Fair value, balance sheet | ||
Estimated Fair Value | 30,002 | |
Corporate notes / bonds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 43,041 | |
Debt security | ||
Fair value, balance sheet | ||
Estimated Fair Value | 2,750 | |
U.S. treasuries | ||
Fair value, balance sheet | ||
Estimated Fair Value | 16,871 | |
U.S. govt. agencies | ||
Fair value, balance sheet | ||
Estimated Fair Value | 46,443 | |
Money market funds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 4,907 | |
Recurring | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 4,907 | |
Available-For-Sale (Current) | 112,698 | |
Available-For-Sale (Non-Current) | 26,409 | |
Estimated Fair Value | 144,014 | |
Recurring | Commercial paper | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 30,002 | |
Estimated Fair Value | 30,002 | |
Recurring | Corporate notes / bonds | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 32,794 | |
Available-For-Sale (Non-Current) | 10,247 | |
Estimated Fair Value | 43,041 | |
Recurring | Debt security | ||
Fair value, balance sheet | ||
Available-For-Sale (Non-Current) | 2,750 | |
Estimated Fair Value | 2,750 | |
Recurring | U.S. treasuries | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 12,056 | |
Available-For-Sale (Non-Current) | 4,815 | |
Estimated Fair Value | 16,871 | |
Recurring | U.S. govt. agencies | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 37,846 | |
Available-For-Sale (Non-Current) | 8,597 | |
Estimated Fair Value | 46,443 | |
Recurring | Money market funds | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 4,907 | |
Estimated Fair Value | $ 4,907 |
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) | $ 0.2520 | ||
Assisi | 18-month anniversary | |||
Business acquisition | |||
Escrow deposit | $ 900 | ||
Decrease escrow | $ 500 | ||
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 | $ 1 | ||
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 | Jul. 15, 2022 | Jul. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Business acquisition | ||||
Goodwill | $ 63,979 | $ 63,979 | ||
Assisi | ||||
Business acquisition | ||||
Inventory, net | $ 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, net | $ 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 | ||||
Prepaid expenses and deposits | $ 10 | |||
Trade receivables, net | 8 | |||
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 | ||||
Prepaid expenses and deposits | $ 10 | |||
Trade receivables, net | 8 | |||
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 | Jul. 15, 2022 | Jul. 01, 2022 |
Assisi | ||
Business Acquisition [Line Items] | ||
Cash | $ 18,293 | |
Fair value of warrants | 4,688 | |
Total | $ 22,981 | |
Revo Squared | ||
Business Acquisition [Line Items] | ||
Cash | $ 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net revenue-proforma | $ 5,482 | $ 5,054 |
Net losses-proforma | $ (6,385) | (4,519) |
Assisi | ||
Net revenue-proforma | 1,303 | |
Net losses-proforma | $ (582) |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Raw Materials | $ 1,734 | $ 1,685 |
Finished Goods | 445 | 182 |
Purchased Inventory | 588 | 919 |
Total | 2,767 | 2,786 |
Reserves | (24) | (40) |
Net inventory | 2,743 | 2,746 |
Diagnostics | ||
Raw Materials | 265 | |
Finished Goods | 93 | |
Purchased Inventory | 94 | 139 |
Total | 452 | 139 |
Reserves | (2) | (18) |
Net inventory | 450 | 121 |
Therapeutics | ||
Raw Materials | 1,469 | 1,685 |
Finished Goods | 352 | 182 |
Purchased Inventory | 494 | 780 |
Total | 2,315 | 2,647 |
Reserves | (22) | (22) |
Net inventory | $ 2,293 | $ 2,625 |
Prepaid Expenses and Deposits_2
Prepaid Expenses and Deposits (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Deposits. | ||
Deposits | $ 2,274 | $ 1,886 |
Prepaid marketing | 72 | 114 |
Prepaid insurance | 570 | 614 |
Prepaid taxes | 1,733 | 753 |
Other | 360 | 620 |
Total prepaid expenses and deposits | $ 5,009 | $ 3,987 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Undepreciated instruments in property and equipment | $ 8,240 | $ 8,086 | |
Accumulated depreciation and amortization | 1,441 | 1,277 | |
Net property and equipment | 6,799 | 6,809 | |
Depreciation expense | 164 | $ 82 | |
Machinery and office equipment | |||
Undepreciated instruments in property and equipment | 6,544 | 6,487 | |
Furniture and equipment | |||
Undepreciated instruments in property and equipment | 120 | 111 | |
Laboratory equipment | |||
Undepreciated instruments in property and equipment | 337 | 249 | |
Leasehold improvements | |||
Undepreciated instruments in property and equipment | $ 1,239 | $ 1,239 |
Intangible Assets - Summary (De
Intangible Assets - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 17, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets | |||
Intangible assets | $ 54,312 | $ 46,479 | |
Accumulated amortization | 5,879 | 4,680 | |
Total | 48,433 | 41,799 | |
Acquisition of intangibles | $ 4,000 | 4,000 | |
Liability due to Qorvo | $ 4,000 | 3,529 | |
Computer software | |||
Intangible Assets | |||
Intangible assets | 704 | 350 | |
Customer relationships | |||
Intangible Assets | |||
Intangible assets | 26,651 | 26,651 | |
Licenses | |||
Intangible Assets | |||
Intangible assets | 7,479 | 0 | |
Technology | |||
Intangible Assets | |||
Intangible assets | 15,650 | 15,650 | |
Trademarks | |||
Intangible Assets | |||
Intangible assets | 16 | 16 | |
Tradename | |||
Intangible Assets | |||
Intangible assets | 2,850 | 2,850 | |
Electronic Commerce / Website | |||
Intangible Assets | |||
Intangible assets | $ 962 | $ 962 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Intangible Assets | |||
2023 | $ 3,731 | ||
2024 | 4,933 | ||
2025 | 4,769 | ||
2026 | 4,536 | ||
2027 and beyond | 30,464 | ||
Total | 48,433 | $ 41,799 | |
Amortization - intangible assets | $ 1,199 | $ 737 |
Leases (Details)
Leases (Details) $ in Thousands | 3 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 ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Lease | |||||||||
Right-of-use asset | $ 1,511 | $ 1,665 | |||||||
Operating lease expense | 199 | $ 152 | |||||||
Research and development expenses | |||||||||
Lease | |||||||||
Operating lease expense | 16 | ||||||||
General and administrative expenses | |||||||||
Lease | |||||||||
Operating lease expense | $ 141 | $ 136 | |||||||
Wickfield Phoenix office lease | |||||||||
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 | |||||||||
Lease | |||||||||
Monthly rent payment | $ 12 | ||||||||
Wickfield Phoenix office lease | Maximum | |||||||||
Lease | |||||||||
Monthly rent payment | $ 31 | ||||||||
Wickfield Phoenix warehouse lease | |||||||||
Lease | |||||||||
Operating lease term | 41 months | ||||||||
Right-of-use asset | $ 366 | ||||||||
Discount rate (as a percent) | 3.95% | ||||||||
Wickfield Phoenix warehouse lease | Minimum | |||||||||
Lease | |||||||||
Monthly rent payment | $ 5 | ||||||||
Wickfield Phoenix warehouse lease | Maximum | |||||||||
Lease | |||||||||
Monthly rent payment | $ 10 | ||||||||
ULF Northfield Business Center | |||||||||
Lease | |||||||||
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 | |||||||||
Lease | |||||||||
Monthly rent payment | $ 9 | ||||||||
ULF Northfield Business Center | Maximum | |||||||||
Lease | |||||||||
Monthly rent payment | $ 11 | ||||||||
Lebow 1031 Legacy | |||||||||
Lease | |||||||||
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 | |||||||||
Lease | |||||||||
Right-of-use asset | $ 260 | ||||||||
Discount rate (as a percent) | 7% | ||||||||
Lease area | ft² | 5,185 | ||||||||
Remaining lease period | 52 months | ||||||||
Wheelership and The Realty Associates Agreement | Minimum | |||||||||
Lease | |||||||||
Monthly rent payment | $ 4 | ||||||||
Wheelership and The Realty Associates Agreement | Maximum | |||||||||
Lease | |||||||||
Monthly rent payment | $ 6 |
Leases - Balance sheet (Details
Leases - Balance sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Aggregate lease commitments | $ 2,759 | $ 2,759 |
Less: impact of present value | (262) | (262) |
Balance, cost | 2,497 | 2,497 |
Straight line amortization | 1,119 | 946 |
Interest | (133) | (114) |
Balance, reduction in right-of-use asset | 986 | 832 |
Net book value | 1,511 | 1,665 |
Additions | 2,520 | 2,520 |
Payments | (1,071) | (896) |
Interest | 133 | 114 |
Current portion of lease liabilities | 641 | 641 |
Long term portion of lease liabilities | 941 | 1,097 |
Total lease liabilities | $ 1,582 | $ 1,738 |
Leases - Undiscounted liability
Leases - Undiscounted liability (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2023 | $ 531 | |
2024 | 679 | |
2025 | 237 | |
2026 | 197 | |
2027 | 44 | |
Total lease payments | 1,688 | |
Less imputed interest | 106 | |
Total | $ 1,582 | $ 1,738 |
Leases - Term and discount rate
Leases - Term and discount rate (Details) | Mar. 31, 2023 |
Leases | |
Weighted-average remaining lease term | 2 years 8 months 12 days |
Weighted-average discount rate | 4.50% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||
Stock options granted (in shares) | 6,710,000 | 14,425,000 |
Vesting period | 4 years | 4 years |
Expiration period | 10 years | 10 years |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||
Options Outstanding, beginning balance (in shares) | 84,112,443 | |
Stock options granted (in shares) | 6,710,000 | 14,425,000 |
Stock options forfeited (in shares) | 705,000 | |
Vested stock options expired (in shares) | 462,500 | |
Options Outstanding, ending balance (in shares) | 89,654,943 | |
Vested (in shares) | 27,066,474 | |
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | $ 0.3602 | |
Weighted Avg Exercise Price, Stock options granted (in dollars per share) | 0.2431 | |
Weighted Avg Exercise Price Stock options forfeited (in dollars per share) | 0.4063 | |
Weighted Avg Exercise Price Vested Stock options expired (in dollars per share) | 1.5459 | |
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | 0.3449 | |
Weighted Avg Exercise Price Vested (in dollars per share) | $ 0.3484 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Option details (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.2431 | |
Number of Options Issued and Outstanding (in shares) | 89,654,943 | 84,112,443 |
Number of Vested Options Outstanding (in shares) | 27,066,474 | |
Number of Unvested Options Outstanding (in shares) | 62,588,469 | |
Grant Date 2020 | ||
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.22 | |
Number of Options Issued and Outstanding (in shares) | 17,252,724 | |
Number of Vested Options Outstanding (in shares) | 14,478,974 | |
Number of Unvested Options Outstanding (in shares) | 2,773,750 | |
Weighted Avg Remaining Life Outstanding | 2 years 8 months 8 days | |
Grant Date 2021 | ||
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.65 | |
Number of Options Issued and Outstanding (in shares) | 20,300,000 | |
Number of Vested Options Outstanding (in shares) | 6,150,000 | |
Number of Unvested Options Outstanding (in shares) | 14,150,000 | |
Weighted Avg Remaining Life Outstanding | 3 years 4 months 13 days | |
Grant Date 2022 | ||
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.27 | |
Number of Options Issued and Outstanding (in shares) | 45,392,219 | |
Number of Vested Options Outstanding (in shares) | 6,437,500 | |
Number of Unvested Options Outstanding (in shares) | 38,954,719 | |
Weighted Avg Remaining Life Outstanding | 4 years 3 months 25 days | |
Grant Date 2023 | ||
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.24 | |
Number of Options Issued and Outstanding (in shares) | 6,710,000 | |
Number of Unvested Options Outstanding (in shares) | 6,710,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 11 months 4 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation | |||||
Weighted Avg Volatility | 110% | 112% | 117% | 96% | |
Weighted Avg Risk-Free Int Rate | 3.67% | 3.09% | 1.08% | 0.47% | |
Weighted Avg Expected Life | 6 years 3 months | 5 years 11 months 1 day | 6 years 2 months 12 days | 9 years 6 months 10 days | |
Weighted Avg Common Share Price | $ 0.24 | $ 0.27 | $ 0.65 | $ 0.21 | |
Weighted Avg Exercise Price | $ 0.24 | $ 0.27 | $ 0.65 | $ 0.22 | |
Stock-based expense | $ 1,765 | $ 2,041 |
Warrants (Details)
Warrants (Details) - $ / shares | 3 Months Ended | ||
Jul. 15, 2022 | Jul. 01, 2022 | Mar. 31, 2023 | |
Assisi | |||
Warrants outstanding term | 10 years | ||
Securities called by warrants (in shares) | 22,000,000 | ||
Warrant, exercise price (in dollars per share) | $ 0.2520 | ||
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 |
Warrants - Outstanding (Details
Warrants - Outstanding (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Warrants outstanding (in shares) | shares | 32,561,418 |
February 14, 2020 (Series A) | |
Warrant, exercise price (in dollars per share) | $ 0.1500 |
Warrants outstanding (in shares) | shares | 197,917 |
Warrants, weighted average remaining life | 1 year 10 months 13 days |
April 9, 2020 (Series B) | |
Warrant, exercise price (in dollars per share) | $ 0.1500 |
Warrants outstanding (in shares) | shares | 363,501 |
Warrants, weighted average remaining life | 2 years 10 days |
May 29, 2020 (Series C) | |
Warrant, exercise price (in dollars per share) | $ 0.1500 |
July 7, 2020 (Series D) | |
Warrant, exercise price (in dollars per share) | 0.1600 |
July 1, 2022 (Revo Squared) | |
Warrant, exercise price (in dollars per share) | $ 0.2201 |
Warrants outstanding (in shares) | shares | 10,000,000 |
Warrants, weighted average remaining life | 9 years 3 months 3 days |
July 15, 2022 (Assisi) | |
Warrant, exercise price (in dollars per share) | $ 0.2520 |
Warrants outstanding (in shares) | shares | 22,000,000 |
Warrants, weighted average remaining life | 9 years 3 months 18 days |
Warrants - Cumulative (Details)
Warrants - Cumulative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Cumulative warrants exercised (in shares) | shares | 360,129,250 |
Cumulative warrants exercised (in dollars) | $ | $ 56,933 |
Cumulative warrants expired (in shares) | shares | 351,000 |
Cumulative warrants expired (in dollars) | $ | $ 55 |
February 14, 2020 (Series A) | |
Cumulative warrants exercised (in shares) | shares | 21,677,084 |
Cumulative warrants exercised (in dollars) | $ | $ 4,293 |
April 9, 2020 (Series B) | |
Cumulative warrants exercised (in shares) | shares | 17,969,833 |
Cumulative warrants exercised (in dollars) | $ | $ 2,695 |
May 29, 2020 (Series C) | |
Cumulative warrants exercised (in shares) | shares | 133,213,333 |
Cumulative warrants exercised (in dollars) | $ | $ 19,982 |
Cumulative warrants expired (in shares) | shares | 120,000 |
Cumulative warrants expired (in dollars) | $ | $ 18 |
July 7, 2020 (Series D) | |
Cumulative warrants exercised (in shares) | shares | 187,269,000 |
Cumulative warrants exercised (in dollars) | $ | $ 29,963 |
Cumulative warrants expired (in shares) | shares | 231,000 |
Cumulative warrants expired (in dollars) | $ | $ 37 |
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 | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Number of reportable segments | segment | 2 | |
Net revenue | $ 5,482 | $ 3,751 |
Cost of revenue | 1,647 | 1,011 |
Gross profit | 3,835 | 2,740 |
Diagnostics | ||
Net revenue | 399 | 57 |
Cost of revenue | 338 | |
Gross profit | 61 | |
Therapeutics | ||
Net revenue | 5,083 | $ 3,694 |
Cost of revenue | 1,309 | |
Gross profit | $ 3,774 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loss Per Share | ||
Net loss | $ (6,385) | $ (3,937) |
Loss attributable to common shareholders | $ (6,385) | $ (3,937) |
Weighted average shares - basic (in shares) | 979,949,668 | 979,899,668 |
Denominator for diluted loss per share (in shares) | 979,949,668 | 979,899,668 |
Loss per share - basic (in dollars per share) | $ (0.007) | $ (0.004) |
Loss per share - diluted (in dollars per share) | $ (0.007) | $ (0.004) |
Loss Per Share - Anti-dilutive
Loss Per Share - Anti-dilutive (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock options | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 89,654,943 | 57,632,724 |
Warrants. | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 32,561,418 | 912,418 |
Related party transaction (Deta
Related party transaction (Details) $ in Thousands | Mar. 01, 2022 USD ($) |
Related party transaction | |
Related party transaction | $ 10 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | May 10, 2023 ft² | May 05, 2023 USD ($) | Apr. 01, 2022 ft² |
ULF Northfield Business Center | |||
Subsequent events | |||
Lease area | 12,400 | ||
Operating lease term | 61 months | ||
Subsequent events | ULF Northfield Business Center | |||
Subsequent events | |||
Lease area expansion | 6,000 | ||
Lease area | 18,400 | ||
Operating lease term | 60 months | ||
Subsequent events | SMP | |||
Subsequent events | |||
Escrow deposit | $ | $ 250 |