Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 | |
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 | |
Security 12b Title | Common Shares | |
Trading Symbol | ZOM | |
Security Exchange Name | NYSE | |
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 | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 21,783 | $ 27,399 |
Available-for-sale securities | 84,424 | 87,693 |
Trade receivables, net | 1,348 | 596 |
Inventory, net | 3,737 | 2,746 |
Prepaid expenses and deposits | 3,018 | 3,799 |
Other receivables | 1,084 | 1,268 |
Total current assets | 115,394 | 123,501 |
Prepaid expenses and deposits | 98 | 188 |
Property and equipment, net | 8,259 | 6,809 |
Construction in progress | 6,279 | 692 |
Right-of-use asset | 1,681 | 1,665 |
Goodwill | 73,774 | 63,979 |
Intangible assets, net | 56,928 | 41,799 |
Non current available-for-sale securities | 11,787 | 40,712 |
Other assets | 852 | 265 |
Total assets | 275,052 | 279,610 |
Current liabilities | ||
Accounts payable and accrued liabilities | 5,598 | 6,698 |
Accrued income taxes | 114 | 187 |
Current portion of lease obligations | 679 | 641 |
Customer contract liabilities | 257 | 207 |
Other current liabilities | 92 | 78 |
Total current liabilities | 6,740 | 7,811 |
Lease obligations | 1,073 | 1,097 |
Deferred tax liabilities | 998 | 1,245 |
Customer contract liabilities | 270 | 182 |
Liability due to Qorvo | 3,654 | |
Other liabilities | 1,433 | 1,884 |
Total liabilities | 14,168 | 12,219 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity | ||
Unlimited common shares, no par value; 979,949,668 issued and outstanding at September 30, 2023 and December 31, 2022 | 380,973 | 380,973 |
Additional paid-in capital | 28,824 | 23,666 |
Accumulated deficit | (148,526) | (136,403) |
Accumulated comprehensive loss | (387) | (845) |
Total shareholders' equity | 260,884 | 267,391 |
Total liabilities and shareholders' equity | $ 275,052 | $ 279,610 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Consolidated Statements of Operations and Comprehensive Loss | ||||
Net revenue | $ 6,347 | $ 4,776 | $ 17,849 | $ 12,773 |
Cost of revenue | 1,985 | 1,265 | 5,604 | 3,516 |
Gross profit | 4,362 | 3,511 | 12,245 | 9,257 |
Expenses | ||||
General and administrative | 6,115 | 5,153 | 19,977 | 17,691 |
Research and development | 867 | 1,215 | 2,645 | 1,885 |
Selling and marketing | 3,328 | 3,735 | 9,826 | 6,468 |
Loss from operations | (5,948) | (6,592) | (20,203) | (16,787) |
Interest income | 1,437 | 1,012 | 4,309 | 1,396 |
Interest expense | (64) | (175) | ||
Gain (loss) on disposal of assets | 14 | 15 | (1) | |
Other income (loss) | 2,195 | (5) | 2,195 | (8) |
Foreign exchange loss | (45) | (67) | (54) | (123) |
Loss before income taxes | (2,411) | (5,652) | (13,913) | (15,523) |
Income tax benefit | (1,920) | (657) | (1,790) | (1,317) |
Net loss | (491) | (4,995) | (12,123) | (14,206) |
Unrealized gain (loss), change in fair value of available-for-sale securities, net of tax | 244 | (803) | 520 | (803) |
Change in foreign currency translation | (19) | (32) | (62) | (21) |
Net loss and comprehensive loss | $ (266) | $ (5,830) | $ (11,665) | $ (15,030) |
Weighted average number of common shares - basic (in shares) | 979,949,668 | 979,949,668 | 979,949,668 | 979,949,668 |
Weighted average number of common shares - diluted (in shares) | 979,949,668 | 979,949,668 | 979,949,668 | 979,949,668 |
Loss per share - basic (in dollars per share) | $ (0.001) | $ (0.005) | $ (0.012) | $ (0.014) |
Loss per share - diluted (in dollars per share) | $ (0.001) | $ (0.005) | $ (0.012) | $ (0.014) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated 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 | 6,452 | 6,452 | |||
Stock issuance from warrant exercises | $ 8 | 8 | |||
Stock issuance from warrant exercises (in shares) | 50,000 | ||||
Warrants issued | 6,465 | 6,465 | |||
APIC reclass for warrants | $ 3 | (3) | |||
Net loss | (14,206) | (14,206) | |||
Other comprehensive income | (824) | (824) | |||
Balance, amount at Sep. 30, 2022 | $ 380,973 | 22,227 | (133,597) | (822) | 268,781 |
Balance (in shares) at Sep. 30, 2022 | 979,949,668 | ||||
Balance, amount at Jun. 30, 2022 | $ 380,962 | 13,845 | (128,602) | 13 | 266,218 |
Balance (in shares) at Jun. 30, 2022 | 979,899,668 | ||||
Stock-based compensation | 1,920 | 1,920 | |||
Stock issuance from warrant exercises | $ 8 | 8 | |||
Stock issuance from warrant exercises (in shares) | 50,000 | ||||
Warrants issued | 6,465 | 6,465 | |||
APIC reclass for warrants | $ 3 | (3) | |||
Net loss | (4,995) | (4,995) | |||
Other comprehensive income | (835) | (835) | |||
Balance, amount at Sep. 30, 2022 | $ 380,973 | 22,227 | (133,597) | (822) | 268,781 |
Balance (in shares) at Sep. 30, 2022 | 979,949,668 | ||||
Balance, amount at Dec. 31, 2022 | $ 380,973 | 23,666 | (136,403) | (845) | 267,391 |
Balance (in shares) at Dec. 31, 2022 | 979,949,668 | ||||
Stock-based compensation | 5,158 | 5,158 | |||
Net loss | (12,123) | (12,123) | |||
Other comprehensive income | 458 | 458 | |||
Balance, amount at Sep. 30, 2023 | $ 380,973 | 28,824 | (148,526) | (387) | 260,884 |
Balance (in shares) at Sep. 30, 2023 | 979,949,668 | ||||
Balance, amount at Jun. 30, 2023 | $ 380,973 | 27,156 | (148,035) | (612) | 259,482 |
Balance (in shares) at Jun. 30, 2023 | 979,949,668 | ||||
Stock-based compensation | 1,668 | 1,668 | |||
Net loss | (491) | (491) | |||
Other comprehensive income | 225 | 225 | |||
Balance, amount at Sep. 30, 2023 | $ 380,973 | $ 28,824 | $ (148,526) | $ (387) | $ 260,884 |
Balance (in shares) at Sep. 30, 2023 | 979,949,668 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (12,123) | $ (14,206) |
Adjustments for: | ||
Depreciation | 538 | 270 |
Amortization - intangible assets | 3,890 | 2,540 |
(Gain) loss on disposal of property and equipment | (15) | 1 |
Gain on conversion of notes receivable | (2,174) | |
Stock-based compensation | 5,158 | 6,452 |
Non cash portion of rent benefit (expense) | (2) | 9 |
Accretion/amortization of available-for-sale securities | (1,716) | (400) |
Change in assets and liabilities, net of acquisitions: | ||
Purchased inventory | (1,350) | (3,637) |
Prepaid expenses and deposits | 616 | (1,330) |
Trade receivables | (737) | (442) |
Other receivables | 193 | 69 |
Accounts payable and accrued liabilities | (1,085) | 3,020 |
Accrued income tax | (73) | (199) |
Deferred tax liabilities | (1,960) | (1,319) |
Other current liabilities | 14 | (204) |
Customer contract liabilities | 137 | 81 |
Other liabilities | (271) | 8 |
Net cash used in operating activities | (10,960) | (9,287) |
Cash flows from investing activities: | ||
Investment in available-for-sale securities | 33,240 | (113,225) |
Investment in debt security (at fair value) | (1,750) | (1,000) |
Investment in property and equipment | (381) | (583) |
Acquisition of intangibles | (4,120) | (143) |
Investment in construction in progress | (8,923) | (1,274) |
Investment in acquisitions, net of cash acquired (Assisi, Revo Squared, and SMP) | (12,660) | (24,304) |
Net cash provided by (used in) investing activities | 5,406 | (140,529) |
Cash flows from financing activities: | ||
Cash received from warrant exercises | 8 | |
Net cash provided by financing activities | 8 | |
Decrease in cash and cash equivalents | (5,554) | (149,808) |
Effect of exchange rate changes on cash | (62) | (49) |
Cash and cash equivalents, beginning of year | 27,399 | 194,952 |
Cash and cash equivalents, end of period | 21,783 | 45,095 |
Noncash activities: | ||
Change in fair value of available-for-sale securities, net of tax | 520 | (803) |
Transfer of construction in progress into property and equipment and intangibles | 2,839 | 2,419 |
Transfer of inventory into property and equipment | 582 | 4,291 |
Supplemental cash flow information: | ||
Interest received | $ 2,550 | $ 406 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 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., its wholly-owned U.S subsidiary, Zomedica Inc., and the wholly-owned subsidiaries of Zomedica Inc. See Exhibit 21.1 for a listing of all subsidiaries. Changes in Macroeconomic Conditions |
Basis of Preparation
Basis of Preparation | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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. Comparative Figures A portion of depreciation expense for the three and nine months ended September 30, 2023 has been stated as part of cost of revenue for $122 and $315 respectively. The consolidated statements of income and comprehensive loss for the three and nine months ended September 30, 2022 have been adjusted for $50 and $101 respectively for depreciation that was included in selling, 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 Therapeutic Device segment were previously designated as instruments and trodes in our form 10Q for the period ending September 30, 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 ® ® ® ® ® To provide further clarity on the way in which we present our operating expenses, we have broken up our SG&A spend into distinct and separate General and Administrative and Selling and Marketing line items on the consolidated statements of income and comprehensive loss for the three and nine months ended September 30, 2023. The consolidated statements of income and comprehensive loss for the three and nine months ended September 30, 2022 have been adjusted to conform to the current year presentation of operating expenses. 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. 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 Therapeutic Devices. 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 comprehensive income (loss). 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 September 30, 2023, our allowance was $79 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 September 30, 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. 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 and nine months ended September 30, 2023 and 2022 is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, Diagnostics Therapeutic Devices Consolidated Diagnostics Therapeutic Devices Consolidated 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Capital $ 177 $ - $ 1,673 $ 1,305 $ 1,850 $ 1,305 $ 461 $ - $ 5,058 $ 4,407 $ 5,519 $ 4,407 Consumables 190 94 4,292 3,326 4,482 3,420 555 242 11,710 8,006 12,265 8,248 Other - - 15 51 15 51 - - 65 118 65 118 Total revenue $ 367 $ 94 $ 5,980 $ 4,682 $ 6,347 $ 4,776 $ 1,016 $ 242 $ 16,833 $ 12,531 $ 17,849 $ 12,773 Cost of Revenue Cost of goods sold consists of overhead, materials, labor, shipping costs, and a portion of depreciation 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 Switzerland, Japan, 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 basis 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 the translation of its Japanese subsidiary to the reporting currency. Loss Per Share |
Critical Accounting Judgments a
Critical Accounting Judgments and Key Sources of Estimation Uncertainty | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 2023 | |
Investment Securities | |
Investment Securities | 5. Investment Securities The following represents the Company’s investment securities as of September 30, 2023 and December 31, 2022 (in thousands): Balance at September 30, 2023 Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 13,870 $ 148 $ (20) $ 13,998 Corporate notes / bonds 43,828 512 (303) 44,037 Money market funds 5,042 - - 5,042 U.S. govt. agencies 28,418 83 (135) 28,366 U.S. treasuries 10,702 185 (83) 10,804 Total investment securities $ 101,860 $ 928 $ (541) $ 102,247 Balance at December 31, 2022 Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 30,634 $ 471 $ (139) $ 30,966 Corporate notes / bonds 44,115 192 (547) 43,760 Debt security 1,000 - - 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 46,223 85 (230) 46,078 U.S. treasuries 15,629 99 (145) 15,583 Total investment securities $ 147,797 $ 847 $ (1,061) $ 147,583 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 $693 as of September 30, 2023 and is included within Other Receivables on our consolidated balance sheets. Contractual maturities of investment securities as of September 30, 2023 are as follows (in thousands): Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 6,036 $ 6,036 Original maturities of 91-365 days 84,001 84,424 Original maturities of 366+ days 11,823 11,787 Total investment securities $ 101,860 $ 102,247 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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: In accordance with the fair value hierarchy described above, the following table shows the fair value of our investments as of September 30, 2023 and December 31, 2022: Balance at September 30, 2023 Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 13,998 $ - $ 13,998 Corporate notes / bonds - 44,037 - 44,037 Money market funds 5,042 - - 5,042 U.S. govt. agencies 28,366 - - 28,366 U.S. treasuries 10,804 - - 10,804 Total investment securities $ 44,212 $ 58,035 $ - $ 102,247 Balance at December 31, 2022 Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 30,966 $ - $ 30,966 Corporate notes / bonds - 43,760 - 43,760 Debt security - - 1,000 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 46,078 - - 46,078 U.S. treasuries 15,583 - - 15,583 Total investment securities $ 71,857 $ 74,726 $ 1,000 $ 147,583 The following table shows our investments as of September 30, 2023 and their respective balance sheet classifications: Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ 994 $ 13,004 $ - $ 13,998 Corporate notes / bonds - 34,236 9,801 44,037 Money market funds 5,042 - - 5,042 U.S. govt. agencies - 26,380 1,986 28,366 U.S. treasuries - 10,804 - 10,804 Total investment securities $ 6,036 $ 84,424 $ 11,787 $ 102,247 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 September 30, 2023. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 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 Revo Squared LLC, Assisi Animal Health, LLC, and Structured Monitoring Products, Inc have been included in the Company’s Condensed Financial Statements since the dates of acquisition on June 14, 2022, July 15, 2022, and September 4, 2023 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 finalized the allocation of the purchase price for Assisi as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows: Initial Measurement Allocation of Period Updated Consideration Adjustments Allocation 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 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. No indemnification claims were made during this period resulting in the $500 being released from the escrow to the seller. 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 $1,070 at September 30, 2023. 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 finalized the allocation of the purchase price for Revo Squared as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows: Initial Measurement Allocation of Period Updated Consideration Adjustments Allocation 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 2023 Acquisitions Stock Purchase Agreement with Structured Monitoring Products, Inc. On September 4, 2023, Zomedica Inc., a wholly owned subsidiary of Zomedica Corp. (the “Company”), entered into a Stock Purchase Agreement with Structured Monitoring Products, Inc. pursuant to which Zomedica Inc. acquired 100% of the capital stock of Structured Monitoring Products, Inc., a Florida corporation (“SMP”). SMP is the maker of VetGuardian ® In connection with the Acquisition, the Company converted $2,750 in convertible debt and accrued interest of $171 owed by SMP to the Company into equity totaling 28.7% outstanding equity of SMP, which has an implied value of $5,095 based upon the SMP’s enterprise value of $18,000. Zomedica paid a purchase price of $12,952 for the balance of 71.3% equity of SMP. The cash purchase price was funded through a $250 deposit previously paid to SMP and $12,702 of cash on hand. At closing, Zomedica deposited $1,295 into escrow, which will be released to the parties following the closing, based on any adjustments to the purchase price for net working capital, cash, indebtedness and transaction expenses of SMP. As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $9,796 was recorded in connection with the Acquisition, none of which will be deductible for U.S tax purposes. The goodwill is mainly attributable to skills and technical talent of SMP’s work force and the synergies expected to be achieved from integrating SMP into the Company’s existing business. The previously held equity interests were remeasured to its fair value as of the acquisition date. The Company computed the fair value based upon the SMP’s enterprise value of $18,000 and the fair value of previously held 28.7% equity interests were determined to be $5,095. The Company recognized an amount of $2,174 as a gain on the fair valuation of Company’s previously held equity interest in SMP and is included in Other income (loss) in the accompanying consolidated statements of operations and comprehensive loss for the period ended September 30, 2023. The following table summarizes the fair value amounts of identifiable assets acquired and liabilities assumed at the acquisition date: Initial Allocation of Consideration Cash and cash equivalents $ 42 Trade receivables, net (1) 11 Inventory, net 316 Other receivables 1 Intangible assets (estimated useful life) Developed technology ( 10 years) 9,400 Non-competition agreement ( 3 years) 200 Total assets acquired 9,970 Accounts payable 6 Deferred tax liabilities 1,713 Total liabilities assumed 1,719 Net assets acquired, excluding goodwill 8,251 Goodwill 9,796 Net assets acquired $ 18,047 (1) The “trade receivables, net” comprise gross contractual amounts due of $11 , of which no amounts were expected to be uncollectable at the date of acquisition. The Company evaluated the disclosure requirements under ASC 805 and determined SMP was not considered a material business combination for purposes of disclosing the earnings of SMP since the date of acquisition and supplemental pro forma information. Purchase price consideration was made up of the following: Cash $ 12,702 Fair value of previously held interest 5,095 Prepaid deposits 250 Net assets acquired $ 18,047 Cash $ 12,702 Less: cash acquired (42) Investment in acquisitions, net of cash acquired $ 12,660 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 | 9 Months Ended |
Sep. 30, 2023 | |
Inventory | |
Inventory | 8. Inventory September 30, 2023 December 31, 2022 Diagnostics Therapeutic Devices Consolidated Diagnostics Therapeutic Devices Consolidated Raw materials $ 462 $ 2,239 $ 2,701 $ — $ 1,685 $ 1,685 Finished goods 220 276 496 — 182 182 Purchased inventory 218 350 568 139 780 919 Total 900 2,865 3,765 139 2,647 2,786 Reserves (6) (22) (28) (18) (22) (40) Net inventory $ 894 $ 2,843 $ 3,737 $ 121 $ 2,625 $ 2,746 |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Deposits. | |
Prepaid Expenses and Deposits | 9. Prepaid Expenses and Deposits September 30, December 31, 2023 2022 Deposits $ 1,888 $ 1,886 Prepaid marketing 193 114 Prepaid insurance 520 614 Prepaid taxes — 753 Other 515 620 Total prepaid expenses and deposits $ 3,116 $ 3,987 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment | |
Property and Equipment | September 30, December 31, 2023 2022 Machinery and office equipment $ 8,345 $ 6,487 Furniture and equipment 120 111 Laboratory equipment 365 249 Leasehold improvements 1,239 1,239 10,069 8,086 Accumulated depreciation and amortization 1,810 1,277 Net property and equipment $ 8,259 $ 6,809 Depreciation expense for the nine months ended September 30, 2023 and 2022 was $538 and $270, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets | |
Intangible Assets | 11. Intangible Assets September 30, December 31, 2023 2022 Computer software $ 1,728 $ 350 Customer relationships 26,849 26,651 Licenses 8,042 - Technology 25,050 15,650 Trademarks 16 16 Tradename 2,850 2,850 Website 962 962 65,497 46,479 Accumulated amortization 8,569 4,680 Net intangibles $ 56,928 $ 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. In addition, included within intangibles are $563 in licenses associated with future exclusivity to sell products should we determine that they have both market viability and are a complementary fit within our suite of offerings. As these relationships are still in the exploratory phase with no revenue stream to match expenses against nor a guarantee that this exclusivity will ever be used, we are considering these to be indefinite lived as of September 30, 2023. This accounts for the difference between the net intangibles as found within our consolidated balance sheets and the amortization table below. We will continue to assess the commercialization status and relationship with these companies on a quarterly basis and will adjust our amortization schedules accordingly. The estimated future amortization of intangible assets is as follows: 2023 $ 1,578 2024 6,259 2025 6,095 2026 5,632 2027 and beyond 36,801 Total $ 56,365 Amortization expense for the nine months ended September 30, 2023 and 2022 was $3,890 and $2,540, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 12. Leases 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% . On May 10, 2023, the Company amended the lease agreement with ULF Northfield Business Center LLC to expand the lease by 6,000 square feet, to a total of 18,400 square feet, and extend the lease term from the date ending April 30, 2027 to sixty months after the earlier of the date on which the landlord delivers the expanded premises to the Company or December 1, 2023. The expanded premises were delivered to the Company on September 1, 2023, causing the rent to increase to $16 for the first month and escalating to $22 over the lease period. September 30, December 31, 2023 2022 Right-of-use asset Cost Aggregate lease commitments $ 3,252 $ 2,759 Less: impact of present value (372) (262) Balance $ 2,880 $ 2,497 Reduction in right-of-use asset Straight line amortization 1,349 946 Interest (150) (114) Balance $ 1,199 $ 832 Net book value as at: Balance $ 1,681 $ 1,665 Lease liabilities Additions $ 2,921 $ 2,520 Payments (1,319) (896) Interest 150 114 Total lease liabilities $ 1,752 $ 1,738 Current portion of lease liabilities 679 641 Long term portion of lease liabilities 1,073 1,097 Total lease liabilities $ 1,752 $ 1,738 Total remaining undiscounted lease liabilities related to the above lease are as follows: 2023 $ 196 2024 755 2025 316 2026 279 2027 248 2028 180 Total lease payments $ 1,974 Less imputed interest 222 Total $ 1,752 Our weighted-average remaining lease term and discount rate are as follows: Nine Months Ended September 30, 2023 Weighted-average remaining lease term 3.4 years Weighted-average discount rate 5.9% Rent expense for the nine months ended September 30, 2023 and 2022 was $629 and $598, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | 13. Stock-Based Compensation During the three and nine months ended September 30, 2023, the Company issued 1,110,000 and 9,275,000 stock options to purchase an aggregate of 1,110,000 and 9,275,000 common shares. These options also vest over a period of four years and have an expiration period of 10 years . During the three and nine months ended September 30, 2022, the Company issued 7,075,000 and 28,075,000 stock options to purchase an aggregate of 7,075,000 and 28,075,000 common shares. 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 9,275,000 0.2327 Stock options forfeited 2,507,500 0.3292 Vested stock options expired 1,002,500 0.9126 Balance at September 30, 2023 89,877,443 $ 0.3397 Vested at September 30, 2023 31,648,974 $ 0.3476 As of September 30, 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 17,137,724 15,992,724 1,145,000 2.19 2021 0.66 20,000,000 7,050,000 12,950,000 2.87 2022 0.27 43,604,719 8,606,250 34,998,469 3.82 2023 0.23 9,135,000 — 9,135,000 4.53 Balance at September 30, 2023 89,877,443 31,648,974 58,228,469 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 September 30, 2023 and the twelve months ended December 31, 2022 were 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 1.09 6.20 0.65 0.66 2022 112 3.11 5.90 0.26 0.27 2023 110 3.75 6.25 0.23 0.23 For the three months and nine months ended September 30, 2023, the Company recorded $1,668 and $5,158 of stock-based expense. For the three months and nine months ended September 30, 2022, the Company recorded $1,920 and $6,452 of stock-based expense. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2023, no warrants have been exercised. As of September 30, 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 1.62 April 9, 2020 (Series B) 0.1500 363,501 1.78 May 29, 2020 (Series C) 0.1500 - - July 7, 2020 (Series D) 0.1600 - - July 1, 2022 (Revo Squared) 0.2201 10,000,000 9.01 July 15, 2022 (Assisi) 0.2520 22,000,000 9.05 Balance at September 30, 2023 32,561,418 Cumulative warrants exercised and expired as of September 30, 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 | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The Company is in an overall net deferred tax liability position as of September 30, 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. The Company’s effective tax rate varies from the statutory federal rate primarily due to the change in valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 2023, and continuing as of November 13, 2023, the Company is not aware of any pending or threatened material litigation claims against the Company. On May 10, 2018, the Company entered into a Development, Commercialization and Exclusive Distribution Agreement. As part of the agreement, the Company is required to make the following future milestone payments: ● 1st payment: $3,500 in cash payment upon the achievement of future development milestones ● 2nd payment: $3,500 in equity, determined by dividing the amount due by the volume-weighted average price of the Company’s common stock on the NYSE American exchange over the 10 trading days prior to the achievement of the milestone event. As of September 30, 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 September 30, 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 See 20. Subsequent Events for additional detail around the October 4 th |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Segment Information | 17. Segment Information The Company’s operations are comprised of two reportable segments: ● Diagnostics, which consists of TRUFORMA ® , VetGuardian ® , and TRUVIEW™ products; ● Therapeutic Devices, 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 Therapeutic Devices 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 September 30, 2023: Diagnostics Therapeutic Devices Consolidated Net revenue $ 1,016 $ 16,833 $ 17,849 Cost of revenue 1,220 4,384 5,604 Gross profit $ (204) $ 12,449 $ 12,245 |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Loss Per Share | |
Loss Per Share | 18. Loss Per Share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net loss for the period $ (491) $ (4,995) $ (12,123) $ (14,206) Charge to retained earnings for preferred share exchange - - - - Loss attributable to common shareholders (491) (4,995) (12,123) (14,206) Denominator Weighted average shares - basic 979,949,668 979,949,668 979,949,668 979,949,668 Loss per share - basic and diluted $ (0.001) $ (0.005) $ (0.012) $ (0.014) As of September 30, 2023, and 2022, the Company had stock options outstanding of 89,877,443 and 66,995,224 and warrants outstanding of 32,561,418 for both periods. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transaction | |
Related Party Transaction | 19. Related Party Transactions No significant related party transactions for the period ending September 30, 2023. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 20. Subsequent Events On October 4, 2023, Zomedica Inc. entered into an LLC membership interest purchase agreement with Qorvo US, Inc., pursuant to which Zomedica Inc. acquired 100% of the issued and outstanding membership interest of Qorvo Biotechnologies, LLC, a Delaware limited liability company, for $11,300. Qorvo Biotechnologies, LLC developed the TRUFORMA ® Under the acquisition, two of the agreements with Qorvo Biotechnologies, LLC were terminated. As a result of these terminations, Zomedica Inc. is no longer required to purchase a minimum quantity of production and development cartridges, nor is it required to pay a royalty. The obligation to purchase BAW Sensors survives the acquisition, but the obligation to supply the BAW Sensors was transitioned for Qorvo Biotechnologies, LLC to Qorvo US, Inc. In addition, Zomedica Inc. entered into a Transition Services Agreement which allows Zomedica Inc. and Qorvo Biotechnologies, LLC to obtain administrative services related to IP transfer, IT support and accounting matters for a period of 60- 90 days following the acquisition. As of November 13, 2023, no estimate is yet available as to the impact this transaction will have on the Company’s financial statements, including any adjustments required to currently held assets and liabilities. We will continue to assess the transaction as part of our normal Purchase Accounting procedures and will include initial allocation values for the purchase price as part of our 2023 Form 10-K filing. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 We account for business combinations in accordance with ASC 805, Business Combinations, if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill. |
Estimates and Assumptions | Estimates and Assumptions In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements. |
Functional and Reporting Currencies | Functional and Reporting Currencies The functional currency, as determined by management, for 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. |
Comparative Figures | Comparative Figures A portion of depreciation expense for the three and nine months ended September 30, 2023 has been stated as part of cost of revenue for $122 and $315 respectively. The consolidated statements of income and comprehensive loss for the three and nine months ended September 30, 2022 have been adjusted for $50 and $101 respectively for depreciation that was included in selling, 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 Therapeutic Device segment were previously designated as instruments and trodes in our form 10Q for the period ending September 30, 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 ® ® ® ® ® To provide further clarity on the way in which we present our operating expenses, we have broken up our SG&A spend into distinct and separate General and Administrative and Selling and Marketing line items on the consolidated statements of income and comprehensive loss for the three and nine months ended September 30, 2023. The consolidated statements of income and comprehensive loss for the three and nine months ended September 30, 2022 have been adjusted to conform to the current year presentation of operating expenses. 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. |
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 Therapeutic Devices. |
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 comprehensive income (loss). |
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 September 30, 2023, our allowance was $79 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 September 30, 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. |
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 and nine months ended September 30, 2023 and 2022 is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, Diagnostics Therapeutic Devices Consolidated Diagnostics Therapeutic Devices Consolidated 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Capital $ 177 $ - $ 1,673 $ 1,305 $ 1,850 $ 1,305 $ 461 $ - $ 5,058 $ 4,407 $ 5,519 $ 4,407 Consumables 190 94 4,292 3,326 4,482 3,420 555 242 11,710 8,006 12,265 8,248 Other - - 15 51 15 51 - - 65 118 65 118 Total revenue $ 367 $ 94 $ 5,980 $ 4,682 $ 6,347 $ 4,776 $ 1,016 $ 242 $ 16,833 $ 12,531 $ 17,849 $ 12,773 |
Cost of Revenue | Cost of goods sold consists of overhead, materials, labor, shipping costs, and a portion of depreciation 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 Switzerland, Japan, 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 basis 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 the translation of its Japanese subsidiary to the reporting currency. |
Loss Per Share | Loss Per Share |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
Schedule of segmented revenue | For the Three Months Ended September 30, For the Nine Months Ended September 30, Diagnostics Therapeutic Devices Consolidated Diagnostics Therapeutic Devices Consolidated 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Capital $ 177 $ - $ 1,673 $ 1,305 $ 1,850 $ 1,305 $ 461 $ - $ 5,058 $ 4,407 $ 5,519 $ 4,407 Consumables 190 94 4,292 3,326 4,482 3,420 555 242 11,710 8,006 12,265 8,248 Other - - 15 51 15 51 - - 65 118 65 118 Total revenue $ 367 $ 94 $ 5,980 $ 4,682 $ 6,347 $ 4,776 $ 1,016 $ 242 $ 16,833 $ 12,531 $ 17,849 $ 12,773 |
Investment securities (Tables)
Investment securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investment Securities | |
Schedule of company's investment securities | The following represents the Company’s investment securities as of September 30, 2023 and December 31, 2022 (in thousands): Balance at September 30, 2023 Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 13,870 $ 148 $ (20) $ 13,998 Corporate notes / bonds 43,828 512 (303) 44,037 Money market funds 5,042 - - 5,042 U.S. govt. agencies 28,418 83 (135) 28,366 U.S. treasuries 10,702 185 (83) 10,804 Total investment securities $ 101,860 $ 928 $ (541) $ 102,247 Balance at December 31, 2022 Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 30,634 $ 471 $ (139) $ 30,966 Corporate notes / bonds 44,115 192 (547) 43,760 Debt security 1,000 - - 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 46,223 85 (230) 46,078 U.S. treasuries 15,629 99 (145) 15,583 Total investment securities $ 147,797 $ 847 $ (1,061) $ 147,583 |
Schedule of contractual maturities of investment securities | Contractual maturities of investment securities as of September 30, 2023 are as follows (in thousands): Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 6,036 $ 6,036 Original maturities of 91-365 days 84,001 84,424 Original maturities of 366+ days 11,823 11,787 Total investment securities $ 101,860 $ 102,247 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Schedule of the fair value of our investments | Balance at September 30, 2023 Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 13,998 $ - $ 13,998 Corporate notes / bonds - 44,037 - 44,037 Money market funds 5,042 - - 5,042 U.S. govt. agencies 28,366 - - 28,366 U.S. treasuries 10,804 - - 10,804 Total investment securities $ 44,212 $ 58,035 $ - $ 102,247 Balance at December 31, 2022 Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 30,966 $ - $ 30,966 Corporate notes / bonds - 43,760 - 43,760 Debt security - - 1,000 1,000 Money market funds 10,196 - - 10,196 U.S. govt. agencies 46,078 - - 46,078 U.S. treasuries 15,583 - - 15,583 Total investment securities $ 71,857 $ 74,726 $ 1,000 $ 147,583 |
Schedule of investments and balance sheet classifications | Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ 994 $ 13,004 $ - $ 13,998 Corporate notes / bonds - 34,236 9,801 44,037 Money market funds 5,042 - - 5,042 U.S. govt. agencies - 26,380 1,986 28,366 U.S. treasuries - 10,804 - 10,804 Total investment securities $ 6,036 $ 84,424 $ 11,787 $ 102,247 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 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 |
Summary of purchase price consideration | Cash $ 18,293 Fair value of warrants 4,688 Total $ 22,981 |
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 |
SMP | |
Summary of acquisition date fair values | Initial Allocation of Consideration Cash and cash equivalents $ 42 Trade receivables, net (1) 11 Inventory, net 316 Other receivables 1 Intangible assets (estimated useful life) Developed technology ( 10 years) 9,400 Non-competition agreement ( 3 years) 200 Total assets acquired 9,970 Accounts payable 6 Deferred tax liabilities 1,713 Total liabilities assumed 1,719 Net assets acquired, excluding goodwill 8,251 Goodwill 9,796 Net assets acquired $ 18,047 |
Summary of purchase price consideration | Cash $ 12,702 Fair value of previously held interest 5,095 Prepaid deposits 250 Net assets acquired $ 18,047 Cash $ 12,702 Less: cash acquired (42) Investment in acquisitions, net of cash acquired $ 12,660 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory | |
Summary of inventory | September 30, 2023 December 31, 2022 Diagnostics Therapeutic Devices Consolidated Diagnostics Therapeutic Devices Consolidated Raw materials $ 462 $ 2,239 $ 2,701 $ — $ 1,685 $ 1,685 Finished goods 220 276 496 — 182 182 Purchased inventory 218 350 568 139 780 919 Total 900 2,865 3,765 139 2,647 2,786 Reserves (6) (22) (28) (18) (22) (40) Net inventory $ 894 $ 2,843 $ 3,737 $ 121 $ 2,625 $ 2,746 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Deposits. | |
Schedule of prepaid expenses and deposits | September 30, December 31, 2023 2022 Deposits $ 1,888 $ 1,886 Prepaid marketing 193 114 Prepaid insurance 520 614 Prepaid taxes — 753 Other 515 620 Total prepaid expenses and deposits $ 3,116 $ 3,987 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment | |
Schedule of property and equipment | September 30, December 31, 2023 2022 Machinery and office equipment $ 8,345 $ 6,487 Furniture and equipment 120 111 Laboratory equipment 365 249 Leasehold improvements 1,239 1,239 10,069 8,086 Accumulated depreciation and amortization 1,810 1,277 Net property and equipment $ 8,259 $ 6,809 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets | |
Schedule of finite-lived intangible assets | September 30, December 31, 2023 2022 Computer software $ 1,728 $ 350 Customer relationships 26,849 26,651 Licenses 8,042 - Technology 25,050 15,650 Trademarks 16 16 Tradename 2,850 2,850 Website 962 962 65,497 46,479 Accumulated amortization 8,569 4,680 Net intangibles $ 56,928 $ 41,799 |
Schedule of finite-lived intangible assets, future amortization expense | 2023 $ 1,578 2024 6,259 2025 6,095 2026 5,632 2027 and beyond 36,801 Total $ 56,365 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of lessee, operating lease, right of use asset and lease liabilities | September 30, December 31, 2023 2022 Right-of-use asset Cost Aggregate lease commitments $ 3,252 $ 2,759 Less: impact of present value (372) (262) Balance $ 2,880 $ 2,497 Reduction in right-of-use asset Straight line amortization 1,349 946 Interest (150) (114) Balance $ 1,199 $ 832 Net book value as at: Balance $ 1,681 $ 1,665 Lease liabilities Additions $ 2,921 $ 2,520 Payments (1,319) (896) Interest 150 114 Total lease liabilities $ 1,752 $ 1,738 Current portion of lease liabilities 679 641 Long term portion of lease liabilities 1,073 1,097 Total lease liabilities $ 1,752 $ 1,738 |
Schedule of total remaining undiscounted lease liabilities | 2023 $ 196 2024 755 2025 316 2026 279 2027 248 2028 180 Total lease payments $ 1,974 Less imputed interest 222 Total $ 1,752 |
Schedule of weighted-average remaining lease term and discount rate | Nine Months Ended September 30, 2023 Weighted-average remaining lease term 3.4 years Weighted-average discount rate 5.9% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 9,275,000 0.2327 Stock options forfeited 2,507,500 0.3292 Vested stock options expired 1,002,500 0.9126 Balance at September 30, 2023 89,877,443 $ 0.3397 Vested at September 30, 2023 31,648,974 $ 0.3476 |
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 17,137,724 15,992,724 1,145,000 2.19 2021 0.66 20,000,000 7,050,000 12,950,000 2.87 2022 0.27 43,604,719 8,606,250 34,998,469 3.82 2023 0.23 9,135,000 — 9,135,000 4.53 Balance at September 30, 2023 89,877,443 31,648,974 58,228,469 |
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 1.09 6.20 0.65 0.66 2022 112 3.11 5.90 0.26 0.27 2023 110 3.75 6.25 0.23 0.23 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 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 1.62 April 9, 2020 (Series B) 0.1500 363,501 1.78 May 29, 2020 (Series C) 0.1500 - - July 7, 2020 (Series D) 0.1600 - - July 1, 2022 (Revo Squared) 0.2201 10,000,000 9.01 July 15, 2022 (Assisi) 0.2520 22,000,000 9.05 Balance at September 30, 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 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Schedule of segments | Diagnostics Therapeutic Devices Consolidated Net revenue $ 1,016 $ 16,833 $ 17,849 Cost of revenue 1,220 4,384 5,604 Gross profit $ (204) $ 12,449 $ 12,245 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loss Per Share | |
Schedule of earnings per share, basic and diluted | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net loss for the period $ (491) $ (4,995) $ (12,123) $ (14,206) Charge to retained earnings for preferred share exchange - - - - Loss attributable to common shareholders (491) (4,995) (12,123) (14,206) Denominator Weighted average shares - basic 979,949,668 979,949,668 979,949,668 979,949,668 Loss per share - basic and diluted $ (0.001) $ (0.005) $ (0.012) $ (0.014) |
Significant Accounting Polici_4
Significant Accounting Policies - Reclassification (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reclassification | ||||
Cost of revenue depreciation | $ 122 | $ 315 | ||
Adjustment of Prior Period | ||||
Reclassification | ||||
Cost of revenue depreciation | $ 50 | $ 101 |
Significant Accounting Polici_5
Significant Accounting Policies - Interim (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Payment term | 30 days | |||
Net revenue | $ 6,347 | $ 4,776 | $ 17,849 | $ 12,773 |
Allowance for credit loss on accounts receivable | 79 | 79 | ||
Capital | ||||
Net revenue | 1,850 | 1,305 | 5,519 | 4,407 |
Consumables | ||||
Net revenue | 4,482 | 3,420 | 12,265 | 8,248 |
Other | ||||
Net revenue | 15 | 51 | 65 | 118 |
Diagnostics | ||||
Net revenue | 367 | 94 | 1,016 | 242 |
Diagnostics | Capital | ||||
Net revenue | 177 | 461 | ||
Diagnostics | Consumables | ||||
Net revenue | 190 | 94 | 555 | 242 |
Therapeutic Devices | ||||
Net revenue | 5,980 | 4,682 | 16,833 | 12,531 |
Therapeutic Devices | Capital | ||||
Net revenue | 1,673 | 1,305 | 5,058 | 4,407 |
Therapeutic Devices | Consumables | ||||
Net revenue | 4,292 | 3,326 | 11,710 | 8,006 |
Therapeutic Devices | Other | ||||
Net revenue | $ 15 | $ 51 | $ 65 | $ 118 |
Investment Securities (Details)
Investment Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investment securities | ||
Acquisition Cost | $ 101,860 | $ 147,797 |
Accretion / (Amortization) | 928 | 847 |
Unrealized Gain / (Loss) | (541) | (1,061) |
Estimated Fair Value | 102,247 | 147,583 |
Accrued interest receivable | 693 | |
Commercial paper | ||
Investment securities | ||
Acquisition Cost | 13,870 | 30,634 |
Accretion / (Amortization) | 148 | 471 |
Unrealized Gain / (Loss) | (20) | (139) |
Estimated Fair Value | 13,998 | 30,966 |
Corporate notes / bonds | ||
Investment securities | ||
Acquisition Cost | 43,828 | 44,115 |
Accretion / (Amortization) | 512 | 192 |
Unrealized Gain / (Loss) | (303) | (547) |
Estimated Fair Value | 44,037 | 43,760 |
Debt security | ||
Investment securities | ||
Acquisition Cost | 1,000 | |
Estimated Fair Value | 1,000 | |
Money market funds | ||
Investment securities | ||
Acquisition Cost | 5,042 | 10,196 |
Estimated Fair Value | 5,042 | 10,196 |
U.S. govt. agencies | ||
Investment securities | ||
Acquisition Cost | 28,418 | 46,223 |
Accretion / (Amortization) | 83 | 85 |
Unrealized Gain / (Loss) | (135) | (230) |
Estimated Fair Value | 28,366 | 46,078 |
U.S. treasuries | ||
Investment securities | ||
Acquisition Cost | 10,702 | 15,629 |
Accretion / (Amortization) | 185 | 99 |
Unrealized Gain / (Loss) | (83) | (145) |
Estimated Fair Value | $ 10,804 | $ 15,583 |
Investment Securities - Maturit
Investment Securities - Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investment securities | ||
Acquisition Cost | $ 101,860 | $ 147,797 |
Estimated Fair Value | 102,247 | $ 147,583 |
90 Days or less | ||
Investment securities | ||
Acquisition Cost | 6,036 | |
Estimated Fair Value | 6,036 | |
91 to 365 days | ||
Investment securities | ||
Acquisition Cost | 84,001 | |
Estimated Fair Value | 84,424 | |
366 or more days | ||
Investment securities | ||
Acquisition Cost | 11,823 | |
Estimated Fair Value | $ 11,787 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair value | ||
Total investment securities | $ 102,247 | $ 147,583 |
Commercial paper | ||
Fair value | ||
Total investment securities | 13,998 | 30,966 |
Corporate notes / bonds | ||
Fair value | ||
Total investment securities | 44,037 | 43,760 |
Debt security | ||
Fair value | ||
Total investment securities | 1,000 | |
Money market funds | ||
Fair value | ||
Total investment securities | 5,042 | 10,196 |
U.S. govt. agencies | ||
Fair value | ||
Total investment securities | 28,366 | 46,078 |
U.S. treasuries | ||
Fair value | ||
Total investment securities | 10,804 | 15,583 |
Recurring | ||
Fair value | ||
Total investment securities | 102,247 | 147,583 |
Recurring | Commercial paper | ||
Fair value | ||
Total investment securities | 13,998 | 30,966 |
Recurring | Corporate notes / bonds | ||
Fair value | ||
Total investment securities | 44,037 | 43,760 |
Recurring | Debt security | ||
Fair value | ||
Total investment securities | 1,000 | |
Recurring | Money market funds | ||
Fair value | ||
Total investment securities | 5,042 | 10,196 |
Recurring | U.S. govt. agencies | ||
Fair value | ||
Total investment securities | 28,366 | 46,078 |
Recurring | U.S. treasuries | ||
Fair value | ||
Total investment securities | 10,804 | 15,583 |
Recurring | Level 1 | ||
Fair value | ||
Total investment securities | 44,212 | 71,857 |
Recurring | Level 1 | Money market funds | ||
Fair value | ||
Total investment securities | 5,042 | 10,196 |
Recurring | Level 1 | U.S. govt. agencies | ||
Fair value | ||
Total investment securities | 28,366 | 46,078 |
Recurring | Level 1 | U.S. treasuries | ||
Fair value | ||
Total investment securities | 10,804 | 15,583 |
Recurring | Level 2 | ||
Fair value | ||
Total investment securities | 58,035 | 74,726 |
Recurring | Level 2 | Commercial paper | ||
Fair value | ||
Total investment securities | 13,998 | 30,966 |
Recurring | Level 2 | Corporate notes / bonds | ||
Fair value | ||
Total investment securities | $ 44,037 | 43,760 |
Recurring | Level 3 | ||
Fair value | ||
Total investment securities | 1,000 | |
Recurring | Level 3 | Debt security | ||
Fair value | ||
Total investment securities | $ 1,000 |
Fair Value Measurements - Balan
Fair Value Measurements - Balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair value, balance sheet | ||
Cash and cash equivalents | $ 21,783 | $ 27,399 |
Available-For-Sale (Current) | 84,424 | 87,693 |
Available-For-Sale (Non-Current) | 11,787 | 40,712 |
Estimated Fair Value | 102,247 | 147,583 |
Commercial paper | ||
Fair value, balance sheet | ||
Estimated Fair Value | 13,998 | 30,966 |
Corporate notes / bonds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 44,037 | 43,760 |
Money market funds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 5,042 | 10,196 |
U.S. govt. agencies | ||
Fair value, balance sheet | ||
Estimated Fair Value | 28,366 | 46,078 |
U.S. treasuries | ||
Fair value, balance sheet | ||
Estimated Fair Value | 10,804 | 15,583 |
Recurring | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 6,036 | |
Available-For-Sale (Current) | 84,424 | |
Available-For-Sale (Non-Current) | 11,787 | |
Estimated Fair Value | 102,247 | 147,583 |
Recurring | Commercial paper | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 994 | |
Available-For-Sale (Current) | 13,004 | |
Estimated Fair Value | 13,998 | 30,966 |
Recurring | Corporate notes / bonds | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 34,236 | |
Available-For-Sale (Non-Current) | 9,801 | |
Estimated Fair Value | 44,037 | 43,760 |
Recurring | Money market funds | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 5,042 | |
Estimated Fair Value | 5,042 | 10,196 |
Recurring | U.S. govt. agencies | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 26,380 | |
Available-For-Sale (Non-Current) | 1,986 | |
Estimated Fair Value | 28,366 | 46,078 |
Recurring | U.S. treasuries | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 10,804 | |
Estimated Fair Value | $ 10,804 | $ 15,583 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 9 Months Ended | ||||
Sep. 04, 2023 | Jul. 15, 2022 | Jul. 01, 2022 | Sep. 04, 2023 | Sep. 30, 2023 | Sep. 03, 2023 | |
Business acquisition | ||||||
Accrued interest receivable | $ 693 | |||||
Fair value gain from equity interest previously held | 2,174 | |||||
Assisi | ||||||
Business acquisition | ||||||
Purchase price | $ 18,293 | |||||
Escrow deposit | 1,400 | 900 | ||||
Amount released from escrow account | $ 500 | |||||
Escrow deposit term | 18 months | |||||
Warrant term | 10 years | |||||
Warrant to purchase common stock | 22,000,000 | |||||
Warrant, exercise price (in dollars per share) | $ 0.2520 | |||||
Goodwill expected to be deductible | $ 14,329 | |||||
Revo Squared | ||||||
Business acquisition | ||||||
Purchase price | $ 6,011 | |||||
Escrow deposit | 500 | |||||
Amount released from escrow account | $ 500 | |||||
Escrow deposit term | 15 months | |||||
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 | $ 1,070 | ||||
Goodwill expected to be deductible | 6,528 | |||||
Revo Squared | Earnout payment at $5 million | ||||||
Business acquisition | ||||||
Contingent consideration milestones | 2,000 | |||||
Earnout milestone basis | 5,000 | |||||
Revo Squared | Earnout payment at $10 million | ||||||
Business acquisition | ||||||
Contingent consideration milestones | 2,000 | |||||
Earnout milestone basis | $ 10,000 | |||||
SMP | ||||||
Business acquisition | ||||||
Purchase price | $ 12,702 | $ 12,952 | ||||
Escrow deposit | 1,295 | 1,295 | ||||
Amount released from escrow account | 250 | |||||
Goodwill expected to be deductible | $ 9,796 | $ 9,796 | ||||
Ownership interest (as a percent) | 100% | 100% | ||||
Convertible note receivable | $ 2,750 | $ 2,750 | ||||
Accrued interest receivable | $ 171 | $ 171 | ||||
Step acquisition equity interest in acquiree (as a percent) | 71.30% | 71.30% | 28.70% | |||
Fair value of previously held interest | $ 5,095 | |||||
Net assets acquired | 18,000 | |||||
Fair value gain from equity interest previously held | $ 2,174 |
Business Combinations - Purchas
Business Combinations - Purchase allocation (Details) - USD ($) $ in Thousands | Sep. 04, 2023 | Jul. 15, 2022 | Jul. 01, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Business acquisition | |||||
Goodwill | $ 73,774 | $ 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/Accounts 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/Accounts 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) | ||||
SMP | |||||
Business acquisition | |||||
Cash and cash equivalents | $ 42 | ||||
Inventory, net | 316 | ||||
Trade/Accounts receivables, net | 11 | ||||
Other receivables | 1 | ||||
Total assets acquired | 9,970 | ||||
Accounts payable | 6 | ||||
Deferred tax liabilities | 1,713 | ||||
Total liabilities assumed | 1,719 | ||||
Net assets acquired, excluding goodwill | 8,251 | ||||
Goodwill | 9,796 | ||||
Net assets acquired | 18,047 | ||||
Trade receivables expected to be uncollectible | 0 | ||||
SMP | Developed technology | |||||
Business acquisition | |||||
Intangible assets | $ 9,400 | ||||
Intangible assets indefinite useful lives | 10 years | ||||
SMP | Non-Competition Agreement | |||||
Business acquisition | |||||
Intangible assets | $ 200 | ||||
Intangible assets indefinite useful lives | 3 years |
Business Combinations - Purch_2
Business Combinations - Purchase consideration (Details) - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended | ||||
Sep. 04, 2023 | Jul. 15, 2022 | Jul. 01, 2022 | Sep. 04, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net of cash acquired | ||||||
Investment in acquisitions, net of cash acquired | $ 12,660 | $ 24,304 | ||||
Revo Squared | ||||||
Business acquisition | ||||||
Cash payment for acquisition | $ 6,011 | |||||
Fair value of warrants | 1,777 | |||||
Total | 7,788 | |||||
Prepaid deposits | 500 | |||||
Net of cash acquired | ||||||
Cash payment for acquisition | 6,011 | |||||
Investment in acquisitions, net of cash acquired | $ 6,011 | |||||
Assisi | ||||||
Business acquisition | ||||||
Cash payment for acquisition | $ 18,293 | |||||
Fair value of warrants | 4,688 | |||||
Total | 22,981 | |||||
Prepaid deposits | 500 | |||||
Net of cash acquired | ||||||
Cash payment for acquisition | 18,293 | |||||
Investment in acquisitions, net of cash acquired | $ 18,293 | |||||
SMP | ||||||
Business acquisition | ||||||
Cash payment for acquisition | $ 12,702 | $ 12,952 | ||||
Fair value of previously held interest | 5,095 | |||||
Prepaid deposits | 250 | |||||
Net assets acquired | 18,000 | |||||
Net of cash acquired | ||||||
Cash payment for acquisition | 12,702 | $ 12,952 | ||||
Less: cash acquired | (42) | |||||
Investment in acquisitions, net of cash acquired | $ 12,660 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Raw materials | $ 2,701 | $ 1,685 |
Finished goods | 496 | 182 |
Purchased inventory | 568 | 919 |
Total | 3,765 | 2,786 |
Reserves | (28) | (40) |
Net inventory | 3,737 | 2,746 |
Diagnostics | ||
Raw materials | 462 | |
Finished goods | 220 | |
Purchased inventory | 218 | 139 |
Total | 900 | 139 |
Reserves | (6) | (18) |
Net inventory | 894 | 121 |
Therapeutic Devices | ||
Raw materials | 2,239 | 1,685 |
Finished goods | 276 | 182 |
Purchased inventory | 350 | 780 |
Total | 2,865 | 2,647 |
Reserves | (22) | (22) |
Net inventory | $ 2,843 | $ 2,625 |
Prepaid Expenses and Deposits_2
Prepaid Expenses and Deposits (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Deposits. | ||
Deposits | $ 1,888 | $ 1,886 |
Prepaid marketing | 193 | 114 |
Prepaid insurance | 520 | 614 |
Prepaid taxes | 753 | |
Other | 515 | 620 |
Total prepaid expenses and deposits | $ 3,116 | $ 3,987 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Undepreciated instruments in property and equipment | $ 10,069 | $ 8,086 | |
Accumulated depreciation and amortization | 1,810 | 1,277 | |
Net property and equipment | 8,259 | 6,809 | |
Depreciation expense | 538 | $ 270 | |
Machinery and office equipment | |||
Undepreciated instruments in property and equipment | 8,345 | 6,487 | |
Furniture and equipment | |||
Undepreciated instruments in property and equipment | 120 | 111 | |
Laboratory equipment | |||
Undepreciated instruments in property and equipment | 365 | 249 | |
Leasehold improvements | |||
Undepreciated instruments in property and equipment | $ 1,239 | $ 1,239 |
Intangible Assets - Summary (De
Intangible Assets - Summary (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Jan. 17, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Intangible Assets | ||||
Intangible assets, gross | $ 65,497 | $ 46,479 | ||
Accumulated amortization | 8,569 | 4,680 | ||
Net intangibles | 56,928 | 41,799 | ||
Acquisition of intangibles | $ 4,000 | 4,120 | $ 143 | |
Liability due to Qorvo | 4,000 | 3,654 | ||
Licenses | ||||
Intangible Assets | ||||
Indefinite lived intangible assets | 563 | |||
Computer software | ||||
Intangible Assets | ||||
Intangible assets, gross | 1,728 | 350 | ||
Customer relationships | ||||
Intangible Assets | ||||
Intangible assets, gross | 26,849 | 26,651 | ||
Licenses | ||||
Intangible Assets | ||||
Intangible assets, gross | $ 7,479 | 8,042 | 0 | |
Technology | ||||
Intangible Assets | ||||
Intangible assets, gross | 25,050 | 15,650 | ||
Trademarks | ||||
Intangible Assets | ||||
Intangible assets, gross | 16 | 16 | ||
Tradename | ||||
Intangible Assets | ||||
Intangible assets, gross | 2,850 | 2,850 | ||
Electronic Commerce / Website | ||||
Intangible Assets | ||||
Intangible assets, gross | $ 962 | $ 962 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets | ||
2023 | $ 1,578 | |
2024 | 6,259 | |
2025 | 6,095 | |
2026 | 5,632 | |
2027 and beyond | 36,801 | |
Total | 56,365 | |
Amortization - intangible assets | $ 3,890 | $ 2,540 |
Leases (Details)
Leases (Details) $ in Thousands | 9 Months Ended | ||||||
May 10, 2023 USD ($) ft² | Jul. 15, 2022 USD ($) ft² | Jul. 01, 2022 USD ($) ft² | Apr. 01, 2022 USD ($) ft² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Lease | |||||||
Right-of-use asset | $ 1,681 | $ 1,665 | |||||
Lease liability | 1,752 | $ 1,738 | |||||
Operating lease expense | $ 629 | $ 598 | |||||
ULF Northfield Business Center | |||||||
Lease | |||||||
Operating lease term | 60 months | 61 months | |||||
Right-of-use asset | $ 546 | ||||||
Lease liability | $ 546 | ||||||
Discount rate (as a percent) | 3.95% | ||||||
Lease area | ft² | 18,400 | 12,400 | |||||
Lease area expansion | ft² | 6,000 | ||||||
ULF Northfield Business Center | Minimum | |||||||
Lease | |||||||
Monthly rent payment | $ 16 | $ 9 | |||||
ULF Northfield Business Center | Maximum | |||||||
Lease | |||||||
Monthly rent payment | $ 22 | $ 11 | |||||
Lebow 1031 Legacy | |||||||
Lease | |||||||
Monthly rent payment | $ 4 | ||||||
Right-of-use asset | 67 | ||||||
Lease liability | $ 67 | ||||||
Discount rate (as a percent) | 7% | ||||||
Lease area | ft² | 4,626 | ||||||
Remaining lease period | 18 months | ||||||
Wheelership and The Realty Associates Agreement | |||||||
Lease | |||||||
Right-of-use asset | $ 260 | ||||||
Lease liability | $ 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
Aggregate lease commitments | $ 3,252 | $ 2,759 |
Less: impact of present value | (372) | (262) |
Balance, cost | 2,880 | 2,497 |
Straight line amortization | 1,349 | 946 |
Interest | (150) | (114) |
Balance, reduction in right-of-use asset | 1,199 | 832 |
Net book value | 1,681 | 1,665 |
Additions | 2,921 | 2,520 |
Payments | (1,319) | (896) |
Interest | 150 | 114 |
Current portion of lease liabilities | 679 | 641 |
Long term portion of lease liabilities | 1,073 | 1,097 |
Total lease liabilities | $ 1,752 | $ 1,738 |
Leases - Undiscounted liability
Leases - Undiscounted liability (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
2023 | $ 196 | |
2024 | 755 | |
2025 | 316 | |
2026 | 279 | |
2027 | 248 | |
2028 | 180 | |
Total lease payments | 1,974 | |
Less imputed interest | 222 | |
Total | $ 1,752 | $ 1,738 |
Leases - Term and discount rate
Leases - Term and discount rate (Details) | Sep. 30, 2023 |
Leases | |
Weighted-average remaining lease term | 3 years 4 months 24 days |
Weighted-average discount rate | 5.90% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-Based Compensation | ||||
Stock options granted (in shares) | 1,110,000 | 7,075,000 | 9,275,000 | 28,075,000 |
Vesting period | 4 years | 4 years | 4 years | 4 years |
Expiration period | 10 years | 10 years | 10 years | 10 years |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-Based Compensation | ||||
Options Outstanding, beginning balance (in shares) | 84,112,443 | |||
Stock options granted (in shares) | 1,110,000 | 7,075,000 | 9,275,000 | 28,075,000 |
Stock options forfeited (in shares) | 2,507,500 | |||
Vested stock options expired (in shares) | 1,002,500 | |||
Options Outstanding, ending balance (in shares) | 89,877,443 | 89,877,443 | ||
Vested (in shares) | 31,648,974 | 31,648,974 | ||
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | $ 0.3602 | |||
Weighted Avg Exercise Price, Stock options granted (in dollars per share) | 0.2327 | |||
Weighted Avg Exercise Price Stock options forfeited (in dollars per share) | 0.3292 | |||
Weighted Avg Exercise Price Vested Stock options expired (in dollars per share) | 0.9126 | |||
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | $ 0.3397 | 0.3397 | ||
Weighted Avg Exercise Price Vested (in dollars per share) | $ 0.3476 | $ 0.3476 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Option details (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.2327 | |
Number of Options Issued and Outstanding (in shares) | 89,877,443 | 84,112,443 |
Number of Vested Options Outstanding (in shares) | 31,648,974 | |
Number of Unvested Options Outstanding (in shares) | 58,228,469 | |
Grant Date 2020 | ||
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.22 | |
Number of Options Issued and Outstanding (in shares) | 17,137,724 | |
Number of Vested Options Outstanding (in shares) | 15,992,724 | |
Number of Unvested Options Outstanding (in shares) | 1,145,000 | |
Weighted Avg Remaining Life Outstanding | 2 years 2 months 8 days | |
Grant Date 2021 | ||
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.66 | |
Number of Options Issued and Outstanding (in shares) | 20,000,000 | |
Number of Vested Options Outstanding (in shares) | 7,050,000 | |
Number of Unvested Options Outstanding (in shares) | 12,950,000 | |
Weighted Avg Remaining Life Outstanding | 2 years 10 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) | 43,604,719 | |
Number of Vested Options Outstanding (in shares) | 8,606,250 | |
Number of Unvested Options Outstanding (in shares) | 34,998,469 | |
Weighted Avg Remaining Life Outstanding | 3 years 9 months 25 days | |
Grant Date 2023 | ||
Stock-Based Compensation | ||
Weighted Avg Exercise Price (in dollars per share) | $ 0.23 | |
Number of Options Issued and Outstanding (in shares) | 9,135,000 | |
Number of Unvested Options Outstanding (in shares) | 9,135,000 | |
Weighted Avg Remaining Life Outstanding | 4 years 6 months 10 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 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 | 3.75% | 3.11% | 1.09% | 0.47% | |||
Weighted Avg Expected Life | 6 years 3 months | 5 years 10 months 24 days | 6 years 2 months 12 days | 9 years 6 months 10 days | |||
Weighted Avg Common Share Price | $ 0.23 | $ 0.23 | $ 0.26 | $ 0.65 | $ 0.21 | ||
Weighted Avg Exercise Price | $ 0.23 | $ 0.23 | $ 0.27 | $ 0.66 | $ 0.22 | ||
Stock-based expense | $ 1,668 | $ 1,920 | $ 5,158 | $ 6,452 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | ||
Jul. 15, 2022 | Jul. 01, 2022 | Sep. 30, 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) | 9 Months Ended |
Sep. 30, 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 7 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 | 1 year 9 months 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 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 18 days |
Warrants - Cumulative (Details)
Warrants - Cumulative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 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 |
Segment Information - Segment (
Segment Information - Segment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Number of reportable segments | segment | 2 | |||
Net revenue | $ 6,347 | $ 4,776 | $ 17,849 | $ 12,773 |
Cost of revenue | 1,985 | 1,265 | 5,604 | 3,516 |
Gross profit | 4,362 | 3,511 | 12,245 | 9,257 |
Diagnostics | ||||
Net revenue | 367 | 94 | 1,016 | 242 |
Cost of revenue | 1,220 | |||
Gross profit | (204) | |||
Therapeutic Devices | ||||
Net revenue | $ 5,980 | $ 4,682 | 16,833 | $ 12,531 |
Cost of revenue | 4,384 | |||
Gross profit | $ 12,449 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss Per Share | ||||
Net loss | $ (491) | $ (4,995) | $ (12,123) | $ (14,206) |
Loss attributable to common shareholders | $ (491) | $ (4,995) | $ (12,123) | $ (14,206) |
Weighted average shares - basic (in shares) | 979,949,668 | 979,949,668 | 979,949,668 | 979,949,668 |
Weighted average shares - diluted (in shares) | 979,949,668 | 979,949,668 | 979,949,668 | 979,949,668 |
Loss per share - basic (in dollars per share) | $ (0.001) | $ (0.005) | $ (0.012) | $ (0.014) |
Loss per share - diluted (in dollars per share) | $ (0.001) | $ (0.005) | $ (0.012) | $ (0.014) |
Loss Per Share - Anti-dilutive
Loss Per Share - Anti-dilutive (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stock options | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 89,877,443 | 66,995,224 |
Warrants. | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 32,561,418 | 32,561,418 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent events - Qorvo Biotechnologies, LLC $ in Thousands | Oct. 04, 2023 USD ($) |
Subsequent events | |
Ownership interest acquired (as a percent) | 100% |
Purchase price | $ 11,300 |