Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38298 | |
Entity Registrant Name | Zomedica Corp. | |
Entity Incorporation State Country Code | Z4 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address Address Line 1 | 100 Phoenix Drive | |
Entity Address Address Line 2 | Suite 125 | |
Entity Address City Or Town | Ann Arbor | |
Entity Address State Or Province | MI | |
Entity Address Postal Zip Code | 48108 | |
City Area Code | 734 | |
Local Phone Number | 369-2555 | |
Security 12b Title | Common Shares | |
Trading Symbol | ZOM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 979,949,668 | |
Entity Central Index Key | 0001684144 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Quarterly Report | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 10,939 | $ 12,952 |
Available-for-sale securities | 72,023 | 77,545 |
Trade receivables, net | 1,649 | 1,197 |
Inventory, net | 5,062 | 5,123 |
Prepaid expenses and deposits | 1,616 | 2,064 |
Other receivables | 780 | 1,001 |
Total current assets | 92,069 | 99,882 |
Prepaid expenses and deposits | 243 | 250 |
Property and equipment, net | 23,971 | 22,828 |
Right-of-use asset | 2,253 | 2,466 |
Goodwill | 61,580 | 61,580 |
Intangible assets, net | 54,802 | 55,364 |
Non current available-for-sale securities | 7,964 | 10,005 |
Other assets | 819 | 822 |
Total assets | 243,701 | 253,197 |
Current liabilities | ||
Accounts payable and accrued liabilities | 6,676 | 7,668 |
Accrued income taxes | 66 | 65 |
Current portion of lease obligations | 847 | 916 |
Customer contract liabilities | 260 | 276 |
Other current liabilities | 159 | 107 |
Total current liabilities | 8,008 | 9,032 |
Lease obligations | 1,657 | 1,814 |
Deferred tax liabilities | 955 | 1,138 |
Customer contract liabilities | 279 | 252 |
Other liabilities | 907 | 944 |
Total liabilities | 11,806 | 13,180 |
Commitments and contingencies (Note 14) | ||
Shareholders' equity | ||
Unlimited common shares, no par value; 979,949,668 issued and outstanding at March 31, 2024 and December 31, 2023 | 380,973 | 380,973 |
Additional paid-in capital | 31,030 | 29,929 |
Accumulated deficit | (180,093) | (170,933) |
Accumulated comprehensive income (loss) | (15) | 48 |
Total shareholders' equity | 231,895 | 240,017 |
Total liabilities and shareholders' equity | $ 243,701 | $ 253,197 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Net revenue | $ 6,262 | $ 5,482 |
Cost of revenue | 2,145 | 1,647 |
Gross profit | 4,117 | 3,835 |
Expenses | ||
General and administrative | 8,625 | 7,013 |
Research and development | 1,771 | 918 |
Selling and marketing | 4,107 | 3,416 |
Loss from operations | (10,386) | (7,512) |
Interest income | 1,093 | 1,412 |
Interest expense | (50) | |
Gain on disposal of assets | 12 | |
Other income (loss) | 84 | (1) |
Foreign exchange loss | (129) | (26) |
Loss before income taxes | (9,326) | (6,177) |
Income tax (benefit) expense | (166) | 208 |
Net loss | (9,160) | (6,385) |
Unrealized gain (loss), change in fair value of available-for-sale securities, net of tax | (11) | 283 |
Change in foreign currency translation | (52) | 3 |
Net loss and comprehensive loss | $ (9,223) | $ (6,099) |
Weighted average number of common shares - basic (in shares) | 979,949,668 | 979,949,668 |
Weighted average number of common shares - diluted (in shares) | 979,949,668 | |
Loss per share - basic (in dollars per share) | $ (0.009) | $ (0.007) |
Loss per share - diluted (in dollars per share) | $ (0.009) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Comprehensive Income (Loss) | Total |
Balance, amount at Dec. 31, 2022 | $ 380,973 | $ 23,666 | $ (136,404) | $ (843) | $ 267,392 |
Balance (in shares) at Dec. 31, 2022 | 979,949,668 | ||||
Stock-based compensation | 1,765 | 1,765 | |||
Net loss | (6,385) | (6,385) | |||
Other comprehensive income (loss) | 286 | 286 | |||
Balance, amount at Mar. 31, 2023 | $ 380,973 | 25,431 | (142,789) | (557) | 263,058 |
Balance (in shares) at Mar. 31, 2023 | 979,949,668 | ||||
Balance, amount at Dec. 31, 2022 | $ 380,973 | 23,666 | (136,404) | (843) | 267,392 |
Balance (in shares) at Dec. 31, 2022 | 979,949,668 | ||||
Net loss | (6,385) | ||||
Balance, amount at Dec. 31, 2023 | $ 380,973 | 29,929 | (170,933) | 48 | 240,017 |
Balance (in shares) at Dec. 31, 2023 | 979,949,668 | ||||
Stock-based compensation | 1,101 | 1,101 | |||
Net loss | (9,160) | (9,160) | |||
Other comprehensive income (loss) | (63) | (63) | |||
Balance, amount at Mar. 31, 2024 | $ 380,973 | $ 31,030 | $ (180,093) | $ (15) | $ 231,895 |
Balance (in shares) at Mar. 31, 2024 | 979,949,668 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net loss | $ (9,160) | $ (6,385) | $ (6,385) |
Adjustments for: | |||
Depreciation | 334 | 164 | |
Amortization - intangible assets | 1,597 | 1,199 | |
Gain on disposal of property and equipment | (12) | ||
Non cash portion of rent benefit | 2 | (1) | |
Stock-based compensation | 1,101 | 1,765 | |
Accretion/amortization of available-for-sale securities | (543) | (654) | |
Deferred tax expense | (184) | ||
Change in assets and liabilities, net of acquisitions: | |||
Purchased inventory | 60 | (731) | |
Prepaid expenses and deposits | 450 | (1,022) | |
Trade receivables | (452) | 144 | |
Other receivables | 322 | 263 | |
Accounts payable and accrued liabilities | (1,133) | 721 | |
Accrued income tax | 1 | 46 | |
Other current liabilities | 52 | (16) | |
Customer contract liabilities | 10 | 116 | |
Other liabilities | (35) | 134 | |
Net cash used in operating activities | (7,590) | (4,257) | |
Cash flows from investing activities: | |||
Securities (purchased) matured | 7,988 | (8,072) | |
Investment in debt security (at fair value) | (1,750) | ||
Investment in property and equipment | (2,335) | (970) | |
Acquisition of intangibles | (28) | (4,000) | |
Net cash provided by (used in) investing activities | 5,625 | (14,792) | |
Decrease in cash and cash equivalents | (1,965) | (19,049) | |
Effect of exchange rate changes on cash | (48) | 3 | |
Cash and cash equivalents, beginning of year | 12,952 | 27,399 | 27,399 |
Cash and cash equivalents, end of period | 10,939 | 8,353 | 12,952 |
Noncash activities: | |||
Change in fair value of available-for-sale securities, net of tax | (11) | 283 | $ 283 |
Property and equipment accrued for in accounts payable | 151 | 3 | |
Transfer of property and equipment into intangibles | 1,007 | 354 | |
Transfer of inventory into property and equipment | 2 | 732 | |
Supplemental cash flow information: | |||
Interest received on available-for-sale securities | $ 708 | $ 783 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
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. |
Basis of Preparation
Basis of Preparation | 3 Months Ended |
Mar. 31, 2024 | |
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”). In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Significant Accounting Policies Basis of Measurement The consolidated financial statements have been prepared on the historical cost basis except as otherwise noted. Business Combinations We account for business combinations in accordance with ASC 805, Business Combinations, if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill. Estimates and Assumptions In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements. Functional and Reporting Currencies The functional currency 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 exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations. Comparative Figures 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 three months ended March 31, 2023. 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 operations and comprehensive loss for the three months ended March 31, 2024. The consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 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. To better align with the way in which we track our business, we’ve combined construction in progress into property and equipment, net for the three months ended March 31, 2024. The consolidated balance sheets for the year ended December 31, 2023 have been adjusted to conform to the current year presentation of property and equipment, net. The change in presentation had no effect on the reported results in our balance sheets and does not affect previously reported cash flows from investing activities in the consolidated statements of cash flows. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The key amendments include: (a) introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker(“CODM”), (b) extend certain annual disclosures to interim periods, (c) clarify single reportable segment entities must apply ASC 280 in its entirety, (d) permit more than one measure of segment profit or loss to be reported under certain conditions, and (e) require disclosure of the title and position of the CODM. This ASU is effective for public entities with fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of reviewing the impact of this ASU and has not yet determined the impact of the adoption of this ASU on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. This ASU standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities with fiscal years beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is in the process of reviewing the impact of this ASU and has not yet determined the impact of the adoption of this ASU on its consolidated financial statements. 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. As of March 31, 2024 and 2023, the Company's balances exceeded federally insured limits by approximately $2,183 and $5,049. 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 loss. Accounts Receivable and Allowance for Credit Losses Accounts receivables are recorded net of an allowance for credit losses and have payment terms of 30 days . Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. For the three months ended March 31, 2024 and 2023, our allowances were $85 and $47 , respectively, and were recorded net in trade receivables. While we believe that our allowance for credit losses is adequate and represents our best estimate as of March 31, 2024, 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. 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 Company also enters into contracts with customers where it receives payment for the consumable products and does not receive additional or separate consideration for the use of the point of care instrument furnished by the Company for the clinical veterinarian’s use. For these contracts, the Company considers the guidance under ASC 842 in order to determine if the furnishing of the point of care instrument to the customer during the period of use creates an embedded lease. If the point of care instrument is identified as a lease, it is classified as an operating lease as it does not meet any of the finance lease criteria per ASC 842. In these arrangements, the consumable products are classified as non-lease components. The Company allocates revenue to these lease and non-lease components based on standalone selling prices or, if not available, a cost-plus approach. Revenue related to the lease component is recognized ratably over the term of the contract. Revenue related to the non-lease components is recognized when control of the product has been transferred to the customer. The nature of the Company’s PulseVet ® Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments. At times, the Company receives consideration prior to when the performance obligation is completed, giving rise to a contract liability. Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority. Disaggregated revenue for the three months ended March 31, 2024 and 2023 is as follows: For the Three Months Ended March 31, Diagnostics Therapeutic Devices Consolidated 2024 2023 2024 2023 2024 2023 Capital $ 450 $ 217 $ 1,774 $ 1,493 $ 2,224 $ 1,710 Consumables 294 182 3,716 3,567 4,010 3,749 Other - - 28 23 28 23 Total revenue $ 744 $ 399 $ 5,518 $ 5,083 $ 6,262 $ 5,482 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 costs related to continued research and development programs are expensed as incurred. 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 within, 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 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 revision affects both current and future periods. Critical areas of estimation and judgements in applying accounting policies include the following: Intangible Assets and Business Combinations Assets acquired and liabilities assumed as part of a business combination are recognized at their acquisition date fair values. In determining these fair values, we utilize various forms of the income, cost, and market approaches depending on the asset or liability being valued. We use a discounted cash flow model to measure the customer relationship, developed technology, license, trademark, and tradename assets. The estimation of fair value requires significant judgment related to future net cash flows based on assumptions related to revenue and EBITDA growth rates, discount rates, and attrition factors. Inputs are generally determined by taking into account competitive trends, market comparisons, independent appraisals, and historical data, among other factors, and are supplemented by current and anticipated market conditions. Impairment Testing We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill. We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies. Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty. The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value. Valuation and Payback of Property and Equipment Diagnostic based TRUFORMA ® Revenue Recognition and Liabilities Due to Customers The nature of the Company’s business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends. These estimated credits are non-refundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode at hand with ample capacity to perform treatments. |
Investment Securities
Investment Securities | 3 Months Ended |
Mar. 31, 2024 | |
Investment Securities | |
Investment Securities | 5. Investment Securities The following represents the Company’s investment securities as of March 31, 2024 and December 31, 2023 (in thousands): Balance at March 31, 2024 Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 24,983 $ 527 $ (26) $ 25,484 Corporate notes / bonds 39,077 349 (70) 39,356 Money market funds 5,133 - - 5,133 U.S. govt. agencies 9,080 152 (18) 9,214 U.S. treasuries 7,467 184 (21) 7,630 Total investment securities $ 85,740 $ 1,212 $ (135) $ 86,817 Balance at December 31, 2023 Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 15,681 $ 285 $ 20 $ 15,986 Corporate notes / bonds 45,954 614 (75) 46,493 Money market funds 5,374 - - 5,374 U.S. govt. agencies 18,076 122 (33) 18,165 U.S. treasuries 10,282 156 (36) 10,402 Total investment securities $ 95,367 $ 1,177 $ (124) $ 96,420 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 $521 and $690 for the three months ended March 31, 2024 and 2023 and are included within Other Receivables on our consolidated balance sheets. Contractual maturities of investment securities as of March 31, 2024 are as follows (in thousands): Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 6,824 $ 6,830 Original maturities of 91-365 days 70,926 72,023 Original maturities of 366+ days 7,990 7,964 Total investment securities $ 85,740 $ 86,817 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: Balance at March 31, 2024 Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 25,484 $ - $ 25,484 Corporate notes / bonds - 39,356 - 39,356 Money market funds 5,133 - - 5,133 U.S. govt. agencies 9,214 - - 9,214 U.S. treasuries 7,630 - - 7,630 Total investment securities $ 21,977 $ 64,840 $ - $ 86,817 Balance at December 31, 2023 Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 15,986 $ - $ 15,986 Corporate notes / bonds - 46,493 - 46,493 Money market funds 5,374 - - 5,374 U.S. govt. agencies 18,165 - - 18,165 U.S. treasuries 10,402 - - 10,402 Total investment securities $ 33,941 $ 62,479 $ - $ 96,420 The following tables shows our investments as of March 31, 2024 and December 31, 2023 and their respective balance sheet classifications: Balance at March 31, 2024 Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ - $ 25,484 $ - $ 25,484 Corporate notes / bonds - 31,392 7,964 39,356 Money market funds 5,133 - - 5,133 U.S. govt. agencies - 9,214 - 9,214 U.S. treasuries 1,697 5,933 - 7,630 Total investment securities $ 6,830 $ 72,023 $ 7,964 $ 86,817 Balance at December 31, 2023 Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ - $ 15,986 $ - $ 15,986 Corporate notes / bonds - 36,973 9,520 46,493 Money market funds 5,374 - - 5,374 U.S. govt. agencies - 17,680 485 18,165 U.S. treasuries 3,496 6,906 - 10,402 Total investment securities $ 8,870 $ 77,545 $ 10,005 $ 96,420 Unrealized gains on our investments have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through March 31, 2024. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
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, Structured Monitoring Products, Inc, and Qorvo Biotechnologies, LLC have been included in the Company’s Condensed Financial Statements since the dates of acquisition on June 14, 2022, July 15, 2022, September 4, 2023, and October 4, 2023 respectively. 2022 Acquisitions Asset Purchase Agreement with Revo Squared LLC On June 14, 2022, Zomedica Corp. and its wholly owned subsidiary Zomedica Inc. entered into an Asset Purchase Agreement with Revo Squared LLC (“Revo Squared”) and its majority member pursuant to which Zomedica Inc. agreed to acquire substantially all of the assets of Revo Squared. Revo Squared, based in Marietta, Georgia, was in the business of developing, manufacturing, marketing, distributing, and selling diagnostic imaging products and services for use in animal health, including its SuperView™, Sonoview™ Color ultrasound, Sonoview Mini/Mini Plus ultrasound, and Microview™ product offerings. On July 1, 2022, the parties consummated the acquisition. At the closing, Zomedica Inc. paid Revo Squared a base purchase price of $6,011 in cash, which was subject to adjustments based on the amount of Revo Squared’s working capital at the closing. On this date, $500 of the purchase price was deposited into a third-party escrow account for a period of 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 ranging from $0 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 $540 at March 31, 2024. 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 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® product lines. The Sellers were in the business of developing, manufacturing, marketing, distributing and selling animal health products which use targeted Pulsed Electromagnetic Field (PEMF) therapy to decrease pain and inflammation, accelerate healing, and reduce anxiety that include the Assisi Loop ® ® ® ® Zomedica Inc. paid Assisi a purchase price of $18,293 in cash, which was subject to adjustments based on, among other things, the value of Assisi’s inventory and prepaid expenses at the closing of the acquisition. A portion of the purchase price ($1,400) was deposited into a third-party escrow account. The balance of the escrow account was released to seller on the 18-month anniversary of the Closing Date as there were no 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 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 in escrow. $215 was released at 90 days as there were no adjustments to the working capital, cash, indebtedness, and transaction expenses. The remaining balance will be released 18 months following the date of closing less the amount of any pending or prior indemnification claims. 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 was included in other income (loss) in our Form 10-K as part of our consolidated statements of operations and comprehensive loss for the period ended December 31, 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, primarily intangibles, is incomplete and may change in future periods. LLC Membership Interest Purchase Agreement for the Acquisition of Qorvo Biotechnologies, LLC On October 4, 2023, Zomedica Inc., a wholly owned subsidiary of Zomedica Corp. (the “Company”), entered into an LLC Membership Interest Purchase Agreement with Qorvo US, Inc. (“Qorvo”) pursuant to which Zomedica Inc. acquired 100% of the membership interests of Qorvo Biotechnologies, LLC, a Delaware limited liability company (“QBT”) from Qorvo. QBT develops the TRUFORMA ® Zomedica paid Qorvo a purchase price of $7,646, which comprised of cash of $11,300 and settlement of pre-existing relationship of $3,654. The cash purchase price was funded through the cash on hand. The following table summarizes the fair value amounts of identifiable assets acquired and liabilities assumed at the acquisition date: Initial Allocation of Consideration Inventory, net $ 1,674 Other receivables 52 Property and equipment, net 6,495 Right-of-use asset 1,202 Other assets 19 Total assets acquired 9,442 Accounts payable and accrued liabilities 594 Current portion of lease obligations 249 Lease obligations 953 Total liabilities assumed 1,796 Net assets acquired, excluding goodwill 7,646 Net assets acquired $ 7,646 The Company incurred $499 thousand in acquisition costs that were expensed in the period incurred and are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. The Company evaluated the disclosure requirements under ASC 805 and determined QBT was not considered a material business combination for purposes of disclosing the earnings of QBT since the date of acquisition and supplemental pro forma information. Purchase price consideration was made up of the following: Cash $ 11,300 Settlement of pre-existing relationship (1) (3,654) Total $ 7,646 (1) The Company had entered into a Development and Manufacturing License Agreement with QBT on January 17, 2023 and the Company had an intangible asset and liability balance of $6,945 and $3,654 , respectively as of the acquisition date related to this agreement. The effect of the pre-existing liability (i.e., $3,654 ) is included in the consideration transferred. The determination of the final purchase price allocation to specific assets, primarily fixed assets, is incomplete and may change in future periods in the event that the intended uses of the assets change as we continue to deploy and integrate operations. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory | |
Inventory | 8. Inventory March 31, 2024 December 31, 2023 Diagnostics Therapeutic Devices Consolidated Diagnostics Therapeutic Devices Consolidated Raw materials $ 1,659 $ 1,940 $ 3,599 $ 1,801 $ 2,026 $ 3,827 Finished goods 74 451 525 141 256 397 Purchased inventory 330 628 958 331 617 948 Total 2,063 3,019 5,082 2,273 2,899 5,172 Reserves (20) — (20) (49) — (49) Net inventory $ 2,043 $ 3,019 $ 5,062 $ 2,224 $ 2,899 $ 5,123 |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Deposits | |
Prepaid Expenses and Deposits | 9. Prepaid Expenses and Deposits March 31, December 31, 2024 2023 Deposits $ 550 $ 919 Prepaid marketing 190 259 Prepaid insurance 258 436 Other 861 700 Total prepaid expenses and deposits $ 1,859 $ 2,314 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Property and Equipment | 10. Property and Equipment March 31, December 31, 2024 2023 Machinery and office equipment $ 9,721 $ 9,142 Furniture and equipment 224 224 Laboratory equipment 969 1,073 Leasehold improvements 1,962 1,953 Construction in progress 13,373 12,481 26,249 24,873 Accumulated depreciation and amortization 2,278 2,045 Net property and equipment $ 23,971 $ 22,828 Depreciation expense for the three months ended March 31, 2024 and 2023 was $334 and $164, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 11. Goodwill and Intangible Assets Diagnostics Therapeutic Devices Total Goodwill - December 31, 2021 $ - $ 43,288 $ 43,288 Acquisitions 6,528 14,329 20,857 Adjustment to Purchase Price Allocations (458) 292 (166) Impairment - - - Goodwill - December 31, 2022 $ 6,070 $ 57,909 $ 63,979 Acquisitions 9,796 - 9,796 Adjustment to Purchase Price Allocations - - - Impairment - (12,195) (12,195) Goodwill - December 31, 2023 $ 15,866 $ 45,714 $ 61,580 Acquisitions - - - Adjustment to Purchase Price Allocations - - - Impairment - - - Goodwill - March 31, 2024 $ 15,866 $ 45,714 $ 61,580 The following table summarizes our intangible assets, net of accumulated amortization: March 31, December 31, 2024 2023 Computer software $ 2,776 $ 1,741 Customer relationships 26,851 26,850 Licenses 8,042 8,042 Technology 25,050 25,050 Trademarks 16 16 Tradename 2,850 2,850 Website 962 962 66,547 65,511 Accumulated amortization 11,745 10,147 Net intangibles $ 54,802 $ 55,364 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 March 31, 2024. 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: 2024 $ 4,841 2025 6,307 2026 5,842 2027 5,615 2028 and beyond 31,634 Total $ 54,239 Amortization expense for the three months ended March 31, 2024 and 2023 was $1,597 and $1,199, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation | |
Stock-Based Compensation | 12. Stock-Based Compensation During the three months ended March 31, 2024 and 2023, the Company issued 795,000 and 6,710,000 stock options to purchase an aggregate of 795,000 and 6,710,000 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 for the three months ended March 31, 2024 and 2023 are as follows: Number of Weighted Avg Options Exercise Price Balance at December 31, 2023 93,349,943 $ 0.3338 Stock options granted 795,000 0.1535 Stock options forfeited 1,092,500 0.2557 Vested stock options expired 435,000 0.9408 Balance at March 31, 2024 92,617,443 $ 0.3303 Vested at March 31, 2024 44,713,274 $ 0.3474 Number of Weighted Avg Options Exercise Price Balance at December 31, 2022 84,112,443 $ 0.3602 Stock options granted 6,710,000 0.2431 Stock options forfeited 705,000 0.4063 Vested stock options expired 462,500 0.1546 Balance at March 31, 2023 89,654,943 $ 0.3449 Vested at March 31, 2023 27,066,474 $ 0.3484 For the three months ended March 31, 2024 and 2023, the Company recorded $1,101 and $1,765 of stock-based expense. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | 13. Income Taxes The Company is in an overall domestic net deferred tax liability position for the three months ended March 31, 2024. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in partial utilization of the Company's US federal and state net operating loss carryforwards and has therefore concluded a valuation allowance of $10,023 is currently necessary. Due to the uncertainty of realizing any tax benefits as of March 31, 2024 due to historical losses, a full valuation allowance remains necessary to fully offset our Canadian deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of March 31, 2024, and continuing as of May 9, 2024, 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: ● $3,500 in cash payments upon the achievement of future development milestones ● $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 each milestone event. As of March 31, 2024, none of the future development milestones related to the above agreement have been met. The Company has assessed the probability of meeting the above milestones and has determined that an accrual is not necessary as of March 31, 2024 and December 31, 2023. On January 17, 2023, the Company entered into a series of agreements with Qorvo Biotechnologies, LLC. Other than the obligation to purchase a minimum quantity of BAW sensors during the term of the BAW Sensor Supply Agreement, the obligations under these agreements were terminated upon the acquisition of Qorvo Biotechnologies, LLC on October 4, 2023. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Information | |
Segment Information | 15. Segment Information The Company’s operations are comprised of two reportable segments: ● Diagnostics, which consists of TRUFORMA ® , VetGuardian ® , and TRUVIEW™ products; and ● 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 nor are asset groupings except for the purpose of periodic impairment analysis. The following is a reconciliation of consolidated revenue, cost of revenue, and gross profit amongst our reportable segments for the three months ended March 31, 2024 and 2023: For the Three Months Ended March 31, Diagnostics Therapeutic Devices Consolidated 2024 2023 2024 2023 2024 2023 Net revenue $ 744 $ 399 $ 5,518 $ 5,083 $ 6,262 $ 5,482 Cost of revenue 583 338 1,562 1,309 2,145 1,647 Gross profit $ 161 $ 61 $ 3,956 $ 3,774 $ 4,117 $ 3,835 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Loss Per Share | |
Loss Per Share | 16. Loss Per Share For the Three Months Ended March 31, 2024 2023 Numerator Net loss for the period $ (9,160) $ (6,385) Denominator Weighted average shares - basic 979,949,668 979,949,668 Loss per share - basic and diluted $ (0.009) $ (0.007) As of March 31, 2024 and 2023, the Company had stock options outstanding of 92,617,443 and 89,654,943 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events We have evaluated events and transactions occurring subsequent to the consolidated balance sheet date of March 31, 2024 for items that could potentially be recognized or disclosed in these financial statements. We did not identify any items which would require disclosure in or adjustment to the consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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”). In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. |
Basis of Measurement | Basis of Measurement The consolidated financial statements have been prepared on the historical cost basis except as otherwise noted. |
Business Combinations | Business Combinations We account for business combinations in accordance with ASC 805, Business Combinations, if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill. |
Estimates and Assumptions | Estimates and Assumptions In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements. |
Functional and Reporting Currencies | Functional and Reporting Currencies The functional currency 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 exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations. |
Comparative Figures | Comparative Figures 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 three months ended March 31, 2023. 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 operations and comprehensive loss for the three months ended March 31, 2024. The consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 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. To better align with the way in which we track our business, we’ve combined construction in progress into property and equipment, net for the three months ended March 31, 2024. The consolidated balance sheets for the year ended December 31, 2023 have been adjusted to conform to the current year presentation of property and equipment, net. The change in presentation had no effect on the reported results in our balance sheets and does not affect previously reported cash flows from investing activities in the consolidated statements of cash flows. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The key amendments include: (a) introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker(“CODM”), (b) extend certain annual disclosures to interim periods, (c) clarify single reportable segment entities must apply ASC 280 in its entirety, (d) permit more than one measure of segment profit or loss to be reported under certain conditions, and (e) require disclosure of the title and position of the CODM. This ASU is effective for public entities with fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of reviewing the impact of this ASU and has not yet determined the impact of the adoption of this ASU on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. This ASU standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities with fiscal years beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is in the process of reviewing the impact of this ASU and has not yet determined the impact of the adoption of this ASU on its consolidated financial statements. |
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. As of March 31, 2024 and 2023, the Company's balances exceeded federally insured limits by approximately $2,183 and $5,049. |
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 loss. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivables are recorded net of an allowance for credit losses and have payment terms of 30 days . Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. For the three months ended March 31, 2024 and 2023, our allowances were $85 and $47 , respectively, and were recorded net in trade receivables. While we believe that our allowance for credit losses is adequate and represents our best estimate as of March 31, 2024, 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. |
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 Company also enters into contracts with customers where it receives payment for the consumable products and does not receive additional or separate consideration for the use of the point of care instrument furnished by the Company for the clinical veterinarian’s use. For these contracts, the Company considers the guidance under ASC 842 in order to determine if the furnishing of the point of care instrument to the customer during the period of use creates an embedded lease. If the point of care instrument is identified as a lease, it is classified as an operating lease as it does not meet any of the finance lease criteria per ASC 842. In these arrangements, the consumable products are classified as non-lease components. The Company allocates revenue to these lease and non-lease components based on standalone selling prices or, if not available, a cost-plus approach. Revenue related to the lease component is recognized ratably over the term of the contract. Revenue related to the non-lease components is recognized when control of the product has been transferred to the customer. The nature of the Company’s PulseVet ® Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments. At times, the Company receives consideration prior to when the performance obligation is completed, giving rise to a contract liability. Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority. Disaggregated revenue for the three months ended March 31, 2024 and 2023 is as follows: For the Three Months Ended March 31, Diagnostics Therapeutic Devices Consolidated 2024 2023 2024 2023 2024 2023 Capital $ 450 $ 217 $ 1,774 $ 1,493 $ 2,224 $ 1,710 Consumables 294 182 3,716 3,567 4,010 3,749 Other - - 28 23 28 23 Total revenue $ 744 $ 399 $ 5,518 $ 5,083 $ 6,262 $ 5,482 |
Cost of Revenue | 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 Research and development costs related to continued research and development programs are expensed as incurred. |
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 within, 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 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) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies | |
Schedule of disaggregated revenue | For the Three Months Ended March 31, Diagnostics Therapeutic Devices Consolidated 2024 2023 2024 2023 2024 2023 Capital $ 450 $ 217 $ 1,774 $ 1,493 $ 2,224 $ 1,710 Consumables 294 182 3,716 3,567 4,010 3,749 Other - - 28 23 28 23 Total revenue $ 744 $ 399 $ 5,518 $ 5,083 $ 6,262 $ 5,482 |
Investment securities (Tables)
Investment securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investment Securities | |
Schedule of company's investment securities | The following represents the Company’s investment securities as of March 31, 2024 and December 31, 2023 (in thousands): Balance at March 31, 2024 Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 24,983 $ 527 $ (26) $ 25,484 Corporate notes / bonds 39,077 349 (70) 39,356 Money market funds 5,133 - - 5,133 U.S. govt. agencies 9,080 152 (18) 9,214 U.S. treasuries 7,467 184 (21) 7,630 Total investment securities $ 85,740 $ 1,212 $ (135) $ 86,817 Balance at December 31, 2023 Acquisition Cost Accretion / (Amortization) Unrealized Gain / (Loss) Estimated Fair Value Commercial paper $ 15,681 $ 285 $ 20 $ 15,986 Corporate notes / bonds 45,954 614 (75) 46,493 Money market funds 5,374 - - 5,374 U.S. govt. agencies 18,076 122 (33) 18,165 U.S. treasuries 10,282 156 (36) 10,402 Total investment securities $ 95,367 $ 1,177 $ (124) $ 96,420 |
Schedule of contractual maturities of investment securities | Contractual maturities of investment securities as of March 31, 2024 are as follows (in thousands): Acquisition Cost Estimated Fair Value Original maturities of 90 days or less $ 6,824 $ 6,830 Original maturities of 91-365 days 70,926 72,023 Original maturities of 366+ days 7,990 7,964 Total investment securities $ 85,740 $ 86,817 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Schedule of the fair value of our investments | Balance at March 31, 2024 Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 25,484 $ - $ 25,484 Corporate notes / bonds - 39,356 - 39,356 Money market funds 5,133 - - 5,133 U.S. govt. agencies 9,214 - - 9,214 U.S. treasuries 7,630 - - 7,630 Total investment securities $ 21,977 $ 64,840 $ - $ 86,817 Balance at December 31, 2023 Level 1 Level 2 Level 3 Estimated Fair Value Commercial paper $ - $ 15,986 $ - $ 15,986 Corporate notes / bonds - 46,493 - 46,493 Money market funds 5,374 - - 5,374 U.S. govt. agencies 18,165 - - 18,165 U.S. treasuries 10,402 - - 10,402 Total investment securities $ 33,941 $ 62,479 $ - $ 96,420 |
Schedule of investments and balance sheet classifications | Balance at March 31, 2024 Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ - $ 25,484 $ - $ 25,484 Corporate notes / bonds - 31,392 7,964 39,356 Money market funds 5,133 - - 5,133 U.S. govt. agencies - 9,214 - 9,214 U.S. treasuries 1,697 5,933 - 7,630 Total investment securities $ 6,830 $ 72,023 $ 7,964 $ 86,817 Balance at December 31, 2023 Cash & Cash Equiv. Available- For-Sale (Current) Available- For-Sale (Non-Current) Estimated Fair Value Commercial paper $ - $ 15,986 $ - $ 15,986 Corporate notes / bonds - 36,973 9,520 46,493 Money market funds 5,374 - - 5,374 U.S. govt. agencies - 17,680 485 18,165 U.S. treasuries 3,496 6,906 - 10,402 Total investment securities $ 8,870 $ 77,545 $ 10,005 $ 96,420 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Purchase price consideration was made up of the following: Cash $ 6,011 Fair value of warrants 1,777 Total $ 7,788 |
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 Purchase price consideration was made up of the following: Cash $ 18,293 Fair value of warrants 4,688 Total $ 22,981 |
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 (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 |
Qorvo | |
Summary of acquisition date fair values | Initial Allocation of Consideration Inventory, net $ 1,674 Other receivables 52 Property and equipment, net 6,495 Right-of-use asset 1,202 Other assets 19 Total assets acquired 9,442 Accounts payable and accrued liabilities 594 Current portion of lease obligations 249 Lease obligations 953 Total liabilities assumed 1,796 Net assets acquired, excluding goodwill 7,646 Net assets acquired $ 7,646 The Company incurred $499 thousand in acquisition costs that were expensed in the period incurred and are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. The Company evaluated the disclosure requirements under ASC 805 and determined QBT was not considered a material business combination for purposes of disclosing the earnings of QBT since the date of acquisition and supplemental pro forma information. Purchase price consideration was made up of the following: Cash $ 11,300 Settlement of pre-existing relationship (1) (3,654) Total $ 7,646 (1) The Company had entered into a Development and Manufacturing License Agreement with QBT on January 17, 2023 and the Company had an intangible asset and liability balance of $6,945 and $3,654 , respectively as of the acquisition date related to this agreement. The effect of the pre-existing liability (i.e., $3,654 ) is included in the consideration transferred. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory | |
Summary of inventory | March 31, 2024 December 31, 2023 Diagnostics Therapeutic Devices Consolidated Diagnostics Therapeutic Devices Consolidated Raw materials $ 1,659 $ 1,940 $ 3,599 $ 1,801 $ 2,026 $ 3,827 Finished goods 74 451 525 141 256 397 Purchased inventory 330 628 958 331 617 948 Total 2,063 3,019 5,082 2,273 2,899 5,172 Reserves (20) — (20) (49) — (49) Net inventory $ 2,043 $ 3,019 $ 5,062 $ 2,224 $ 2,899 $ 5,123 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Deposits | |
Schedule of prepaid expenses and deposits | March 31, December 31, 2024 2023 Deposits $ 550 $ 919 Prepaid marketing 190 259 Prepaid insurance 258 436 Other 861 700 Total prepaid expenses and deposits $ 1,859 $ 2,314 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment | |
Schedule of property and equipment | March 31, December 31, 2024 2023 Machinery and office equipment $ 9,721 $ 9,142 Furniture and equipment 224 224 Laboratory equipment 969 1,073 Leasehold improvements 1,962 1,953 Construction in progress 13,373 12,481 26,249 24,873 Accumulated depreciation and amortization 2,278 2,045 Net property and equipment $ 23,971 $ 22,828 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets | |
Schedule of goodwill by segment | Diagnostics Therapeutic Devices Total Goodwill - December 31, 2021 $ - $ 43,288 $ 43,288 Acquisitions 6,528 14,329 20,857 Adjustment to Purchase Price Allocations (458) 292 (166) Impairment - - - Goodwill - December 31, 2022 $ 6,070 $ 57,909 $ 63,979 Acquisitions 9,796 - 9,796 Adjustment to Purchase Price Allocations - - - Impairment - (12,195) (12,195) Goodwill - December 31, 2023 $ 15,866 $ 45,714 $ 61,580 Acquisitions - - - Adjustment to Purchase Price Allocations - - - Impairment - - - Goodwill - March 31, 2024 $ 15,866 $ 45,714 $ 61,580 |
Schedule of finite-lived intangible assets | March 31, December 31, 2024 2023 Computer software $ 2,776 $ 1,741 Customer relationships 26,851 26,850 Licenses 8,042 8,042 Technology 25,050 25,050 Trademarks 16 16 Tradename 2,850 2,850 Website 962 962 66,547 65,511 Accumulated amortization 11,745 10,147 Net intangibles $ 54,802 $ 55,364 |
Schedule of finite-lived intangible assets amortization | 2024 $ 4,841 2025 6,307 2026 5,842 2027 5,615 2028 and beyond 31,634 Total $ 54,239 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation | |
Share-based payment arrangement, option, activity | Number of Weighted Avg Options Exercise Price Balance at December 31, 2023 93,349,943 $ 0.3338 Stock options granted 795,000 0.1535 Stock options forfeited 1,092,500 0.2557 Vested stock options expired 435,000 0.9408 Balance at March 31, 2024 92,617,443 $ 0.3303 Vested at March 31, 2024 44,713,274 $ 0.3474 Number of Weighted Avg Options Exercise Price Balance at December 31, 2022 84,112,443 $ 0.3602 Stock options granted 6,710,000 0.2431 Stock options forfeited 705,000 0.4063 Vested stock options expired 462,500 0.1546 Balance at March 31, 2023 89,654,943 $ 0.3449 Vested at March 31, 2023 27,066,474 $ 0.3484 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Information | |
Schedule of segments | For the Three Months Ended March 31, Diagnostics Therapeutic Devices Consolidated 2024 2023 2024 2023 2024 2023 Net revenue $ 744 $ 399 $ 5,518 $ 5,083 $ 6,262 $ 5,482 Cost of revenue 583 338 1,562 1,309 2,145 1,647 Gross profit $ 161 $ 61 $ 3,956 $ 3,774 $ 4,117 $ 3,835 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Loss Per Share | |
Schedule of earnings per share, basic and diluted | For the Three Months Ended March 31, 2024 2023 Numerator Net loss for the period $ (9,160) $ (6,385) Denominator Weighted average shares - basic 979,949,668 979,949,668 Loss per share - basic and diluted $ (0.009) $ (0.007) |
Significant Accounting Polici_4
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Significant Accounting Policies | ||
Company balances exceeded federally insured limits | $ 2,183 | $ 5,049 |
Significant Accounting Polici_5
Significant Accounting Policies - Accounts Receivable and Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Significant Accounting Policies | ||
Payment term | 30 days | |
Allowance for credit loss on accounts receivable | $ 85 | $ 47 |
Significant Accounting Polici_6
Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Net revenue | $ 6,262 | $ 5,482 | $ 5,482 |
Capital | |||
Net revenue | 2,224 | 1,710 | |
Consumables | |||
Net revenue | 4,010 | 3,749 | |
Other | |||
Net revenue | 28 | 23 | |
Diagnostics | |||
Net revenue | 744 | 399 | |
Diagnostics | Capital | |||
Net revenue | 450 | 217 | |
Diagnostics | Consumables | |||
Net revenue | 294 | 182 | |
Therapeutic Devices | |||
Net revenue | 5,518 | 5,083 | |
Therapeutic Devices | Capital | |||
Net revenue | 1,774 | 1,493 | |
Therapeutic Devices | Consumables | |||
Net revenue | 3,716 | 3,567 | |
Therapeutic Devices | Other | |||
Net revenue | $ 28 | $ 23 |
Investment Securities (Details)
Investment Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Investment securities | |||
Acquisition Cost | $ 85,740 | $ 95,367 | |
Accretion / (Amortization) | 1,212 | 1,177 | |
Unrealized Gain / (Loss) | (135) | (124) | |
Estimated Fair Value | 86,817 | 96,420 | |
Accrued interest receivable | 521 | $ 690 | |
Commercial paper | |||
Investment securities | |||
Acquisition Cost | 24,983 | 15,681 | |
Accretion / (Amortization) | 527 | 285 | |
Unrealized Gain / (Loss) | (26) | 20 | |
Estimated Fair Value | 25,484 | 15,986 | |
Corporate notes / bonds | |||
Investment securities | |||
Acquisition Cost | 39,077 | 45,954 | |
Accretion / (Amortization) | 349 | 614 | |
Unrealized Gain / (Loss) | (70) | (75) | |
Estimated Fair Value | 39,356 | 46,493 | |
Money market funds | |||
Investment securities | |||
Acquisition Cost | 5,133 | 5,374 | |
Estimated Fair Value | 5,133 | 5,374 | |
U.S. govt. agencies | |||
Investment securities | |||
Acquisition Cost | 9,080 | 18,076 | |
Accretion / (Amortization) | 152 | 122 | |
Unrealized Gain / (Loss) | (18) | (33) | |
Estimated Fair Value | 9,214 | 18,165 | |
U.S. treasuries | |||
Investment securities | |||
Acquisition Cost | 7,467 | 10,282 | |
Accretion / (Amortization) | 184 | 156 | |
Unrealized Gain / (Loss) | (21) | (36) | |
Estimated Fair Value | $ 7,630 | $ 10,402 |
Investment Securities - Maturit
Investment Securities - Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investment securities | ||
Acquisition Cost | $ 85,740 | $ 95,367 |
Estimated Fair Value | 86,817 | $ 96,420 |
90 Days or less | ||
Investment securities | ||
Acquisition Cost | 6,824 | |
Estimated Fair Value | 6,830 | |
91 to 365 days | ||
Investment securities | ||
Acquisition Cost | 70,926 | |
Estimated Fair Value | 72,023 | |
366 or more days | ||
Investment securities | ||
Acquisition Cost | 7,990 | |
Estimated Fair Value | $ 7,964 |
Fair Value Measurements - Inves
Fair Value Measurements - Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair value | ||
Total investment securities | $ 86,817 | $ 96,420 |
Commercial paper | ||
Fair value | ||
Total investment securities | 25,484 | 15,986 |
Corporate notes / bonds | ||
Fair value | ||
Total investment securities | 39,356 | 46,493 |
Money market funds | ||
Fair value | ||
Total investment securities | 5,133 | 5,374 |
U.S. govt. agencies | ||
Fair value | ||
Total investment securities | 9,214 | 18,165 |
U.S. treasuries | ||
Fair value | ||
Total investment securities | 7,630 | 10,402 |
Recurring | ||
Fair value | ||
Total investment securities | 86,817 | 96,420 |
Recurring | Commercial paper | ||
Fair value | ||
Total investment securities | 25,484 | 15,986 |
Recurring | Corporate notes / bonds | ||
Fair value | ||
Total investment securities | 39,356 | 46,493 |
Recurring | Money market funds | ||
Fair value | ||
Total investment securities | 5,133 | 5,374 |
Recurring | U.S. govt. agencies | ||
Fair value | ||
Total investment securities | 9,214 | 18,165 |
Recurring | U.S. treasuries | ||
Fair value | ||
Total investment securities | 7,630 | 10,402 |
Recurring | Level 1 | ||
Fair value | ||
Total investment securities | 21,977 | 33,941 |
Recurring | Level 1 | Money market funds | ||
Fair value | ||
Total investment securities | 5,133 | 5,374 |
Recurring | Level 1 | U.S. govt. agencies | ||
Fair value | ||
Total investment securities | 9,214 | 18,165 |
Recurring | Level 1 | U.S. treasuries | ||
Fair value | ||
Total investment securities | 7,630 | 10,402 |
Recurring | Level 2 | ||
Fair value | ||
Total investment securities | 64,840 | 62,479 |
Recurring | Level 2 | Commercial paper | ||
Fair value | ||
Total investment securities | 25,484 | 15,986 |
Recurring | Level 2 | Corporate notes / bonds | ||
Fair value | ||
Total investment securities | $ 39,356 | $ 46,493 |
Fair Value Measurements - Balan
Fair Value Measurements - Balance sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair value, balance sheet | ||
Cash and cash equivalents | $ 10,939 | $ 12,952 |
Available-For-Sale (Current) | 72,023 | 77,545 |
Available-For-Sale (Non-Current) | 7,964 | 10,005 |
Estimated Fair Value | 86,817 | 96,420 |
Commercial paper | ||
Fair value, balance sheet | ||
Estimated Fair Value | 25,484 | 15,986 |
Corporate notes / bonds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 39,356 | 46,493 |
Money market funds | ||
Fair value, balance sheet | ||
Estimated Fair Value | 5,133 | 5,374 |
U.S. govt. agencies | ||
Fair value, balance sheet | ||
Estimated Fair Value | 9,214 | 18,165 |
U.S. treasuries | ||
Fair value, balance sheet | ||
Estimated Fair Value | 7,630 | 10,402 |
Recurring | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 6,830 | 8,870 |
Available-For-Sale (Current) | 72,023 | 77,545 |
Available-For-Sale (Non-Current) | 7,964 | 10,005 |
Estimated Fair Value | 86,817 | 96,420 |
Recurring | Commercial paper | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 25,484 | 15,986 |
Estimated Fair Value | 25,484 | 15,986 |
Recurring | Corporate notes / bonds | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 31,392 | 36,973 |
Available-For-Sale (Non-Current) | 7,964 | 9,520 |
Estimated Fair Value | 39,356 | 46,493 |
Recurring | Money market funds | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 5,133 | 5,374 |
Estimated Fair Value | 5,133 | 5,374 |
Recurring | U.S. govt. agencies | ||
Fair value, balance sheet | ||
Available-For-Sale (Current) | 9,214 | 17,680 |
Available-For-Sale (Non-Current) | 485 | |
Estimated Fair Value | 9,214 | 18,165 |
Recurring | U.S. treasuries | ||
Fair value, balance sheet | ||
Cash and cash equivalents | 1,697 | 3,496 |
Available-For-Sale (Current) | 5,933 | 6,906 |
Estimated Fair Value | $ 7,630 | $ 10,402 |
Business Combinations - Text (D
Business Combinations - Text (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 04, 2023 | Sep. 04, 2023 | Jul. 15, 2022 | Jul. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Sep. 03, 2023 | Mar. 31, 2023 | Jan. 17, 2023 | |
Business acquisition | ||||||||||
Accrued interest receivable | $ 521 | $ 690 | ||||||||
Intangible assets, gross | $ 65,511 | $ 65,511 | 66,547 | |||||||
Revo Squared | ||||||||||
Business acquisition | ||||||||||
Purchase price | $ 6,011 | |||||||||
Escrow deposit | $ 500 | |||||||||
Escrow deposit term | 15 months | |||||||||
Amount released from escrow account | 500 | |||||||||
Warrant term | 10 years | |||||||||
Warrant to purchase common stock | 10,000,000 | |||||||||
Warrant, exercise price (in dollars per share) | $ 0.2201 | |||||||||
Earn out liability fair value | $ 2,000 | $ 540 | ||||||||
Goodwill expected to be deductible | 6,528 | |||||||||
Revo Squared | Earnout payment at $5 million | ||||||||||
Business acquisition | ||||||||||
Earnout milestone basis | 5,000 | |||||||||
Earn out liability fair value | 2,000 | |||||||||
Revo Squared | Earnout payment at $10 million | ||||||||||
Business acquisition | ||||||||||
Earn-out payments milestones | 2,000 | |||||||||
Earnout milestone basis | 10,000 | |||||||||
Revo Squared | Minimum | ||||||||||
Business acquisition | ||||||||||
Earn-out payments milestones | 0 | |||||||||
Revo Squared | Maximum | ||||||||||
Business acquisition | ||||||||||
Earn-out payments milestones | $ 4,000 | |||||||||
Assisi | ||||||||||
Business acquisition | ||||||||||
Purchase price | $ 18,293 | |||||||||
Escrow deposit term | 18 months | |||||||||
Amount released from escrow account | $ 1,400 | |||||||||
Warrant term | 10 years | |||||||||
Warrant to purchase common stock | 22,000,000 | |||||||||
Warrant, exercise price (in dollars per share) | $ 0.252 | |||||||||
Goodwill expected to be deductible | $ 14,329 | |||||||||
SMP | ||||||||||
Business acquisition | ||||||||||
Purchase price | $ 12,702 | |||||||||
Cash and other consideration | 12,952 | |||||||||
Escrow deposit | $ 1,295 | |||||||||
Escrow deposit term | 18 months | |||||||||
Amount released from escrow account | $ 250 | $ 215 | ||||||||
Goodwill expected to be deductible | $ 0 | |||||||||
Ownership interest (as a percent) | 100% | |||||||||
Convertible note receivable | $ 2,750 | |||||||||
Accrued interest receivable | $ 171 | |||||||||
Step acquisition equity interest in acquiree (as a percent) | 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 | |||||||||
Qorvo | ||||||||||
Business acquisition | ||||||||||
Purchase price | $ 11,300 | |||||||||
Ownership interest (as a percent) | 100% | |||||||||
Fair value of previously held interest | $ 3,654 | |||||||||
Intangible assets, gross | $ 6,945 | |||||||||
Liability due to Qorvo | $ 3,654 |
Business Combinations - Allocat
Business Combinations - Allocation (Details) - USD ($) $ in Thousands | Oct. 04, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 04, 2023 | Dec. 31, 2022 | Jul. 15, 2022 | Jul. 01, 2022 | Dec. 31, 2021 |
Business acquisition | ||||||||
Goodwill | $ 61,580 | $ 61,580 | $ 63,979 | $ 43,288 | ||||
Revo Squared | ||||||||
Business acquisition | ||||||||
Trade receivables, net | $ 8 | |||||||
Prepaid expenses and deposits | 10 | |||||||
Total assets acquired | 3,718 | |||||||
Earnout liabilities | 2,000 | |||||||
Total liabilities assumed | 2,000 | |||||||
Net assets acquired, excluding goodwill | 1,718 | |||||||
Goodwill | 6,070 | |||||||
Net assets acquired | 7,788 | |||||||
Revo Squared | Tradename | ||||||||
Business acquisition | ||||||||
Intangible assets | $ 200 | |||||||
Intangible assets useful lives | 5 years | |||||||
Revo Squared | Developed technology | ||||||||
Business acquisition | ||||||||
Intangible assets | $ 2,300 | |||||||
Intangible assets useful lives | 10 years | |||||||
Revo Squared | Customer relationships | ||||||||
Business acquisition | ||||||||
Intangible assets | $ 1,200 | |||||||
Intangible assets useful lives | 16 years | |||||||
Revo Squared | Initial allocation of consideration | ||||||||
Business acquisition | ||||||||
Trade receivables, net | $ 8 | |||||||
Prepaid expenses and deposits | 10 | |||||||
Total assets acquired | 3,718 | |||||||
Earnout liabilities | 2,458 | |||||||
Total liabilities assumed | 2,458 | |||||||
Net assets acquired, excluding goodwill | 1,260 | |||||||
Goodwill | 6,528 | |||||||
Net assets acquired | 7,788 | |||||||
Revo Squared | Initial allocation of consideration | Tradename | ||||||||
Business acquisition | ||||||||
Intangible assets | 200 | |||||||
Revo Squared | Initial allocation of consideration | Developed technology | ||||||||
Business acquisition | ||||||||
Intangible assets | 2,300 | |||||||
Revo Squared | Initial allocation of consideration | Customer relationships | ||||||||
Business acquisition | ||||||||
Intangible assets | 1,200 | |||||||
Revo Squared | Measurement period adjustment | ||||||||
Business acquisition | ||||||||
Earnout liabilities | (458) | |||||||
Total liabilities assumed | (458) | |||||||
Net assets acquired, excluding goodwill | 458 | |||||||
Goodwill | $ (458) | |||||||
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 | E-commerce technology | ||||||||
Business acquisition | ||||||||
Intangible assets | $ 200 | |||||||
Intangible assets useful lives | 2 years | |||||||
Assisi | Tradename | ||||||||
Business acquisition | ||||||||
Intangible assets | $ 300 | |||||||
Intangible assets useful lives | 5 years | |||||||
Assisi | Developed technology | ||||||||
Business acquisition | ||||||||
Intangible assets | $ 4,500 | |||||||
Intangible assets useful lives | 10 years | |||||||
Assisi | Customer relationships | ||||||||
Business acquisition | ||||||||
Intangible assets | $ 2,800 | |||||||
Intangible assets 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 | E-commerce technology | ||||||||
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 | |||||||
SMP | ||||||||
Business acquisition | ||||||||
Cash and cash equivalents | $ 42 | |||||||
Trade receivables, net | 11 | |||||||
Inventory, net | 316 | |||||||
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 useful lives | 10 years | |||||||
SMP | Non-compete agreements | ||||||||
Business acquisition | ||||||||
Intangible assets | $ 200 | |||||||
Intangible assets useful lives | 3 years | |||||||
Qorvo | ||||||||
Business acquisition | ||||||||
Acquisition-related costs | $ 499 | |||||||
Qorvo | Initial allocation of consideration | ||||||||
Business acquisition | ||||||||
Inventory, net | 1,674 | |||||||
Other receivables | 52 | |||||||
Property and equipment, net | 6,495 | |||||||
Right of use asset | 1,202 | |||||||
Other Assets | 19 | |||||||
Total assets acquired | 9,442 | |||||||
Accounts payable and accrued liabilities | 594 | |||||||
Current portion of lease obligations | 249 | |||||||
Non current portion of lease obligations | 953 | |||||||
Total liabilities assumed | 1,796 | |||||||
Net assets acquired, excluding goodwill | 7,646 | |||||||
Net assets acquired | $ 7,646 |
Business Combinations - Conside
Business Combinations - Consideration (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 04, 2023 | Sep. 04, 2023 | Jul. 15, 2022 | Jul. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | |
Revo Squared | ||||||
Business acquisition | ||||||
Cash | $ 6,011 | |||||
Fair value of warrants | 1,777 | |||||
Prepaid deposits | $ 500 | |||||
Total purchase price consideration | 7,788 | |||||
Net of cash acquired | ||||||
Investment in acquisitions, net of cash acquired | $ 6,011 | |||||
Assisi | ||||||
Business acquisition | ||||||
Cash | $ 18,293 | |||||
Fair value of warrants | 4,688 | |||||
Prepaid deposits | $ 1,400 | |||||
Total purchase price consideration | $ 22,981 | |||||
SMP | ||||||
Business acquisition | ||||||
Cash | $ 12,702 | |||||
Fair value of previously held interest | (5,095) | |||||
Prepaid deposits | 250 | $ 215 | ||||
Net of cash acquired | ||||||
Less: cash acquired | (42) | |||||
Investment in acquisitions, net of cash acquired | $ 12,660 | |||||
Qorvo | ||||||
Business acquisition | ||||||
Cash | $ 11,300 | |||||
Fair value of previously held interest | (3,654) | |||||
Total purchase price consideration | $ 7,646 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Raw materials | $ 3,599 | $ 3,827 |
Finished goods | 525 | 397 |
Purchased inventory | 958 | 948 |
Total | 5,082 | 5,172 |
Reserves | (20) | (49) |
Net inventory | 5,062 | 5,123 |
Diagnostics | ||
Raw materials | 1,659 | 1,801 |
Finished goods | 74 | 141 |
Purchased inventory | 330 | 331 |
Total | 2,063 | 2,273 |
Reserves | (20) | (49) |
Net inventory | 2,043 | 2,224 |
Therapeutic Devices | ||
Raw materials | 1,940 | 2,026 |
Finished goods | 451 | 256 |
Purchased inventory | 628 | 617 |
Total | 3,019 | 2,899 |
Net inventory | $ 3,019 | $ 2,899 |
Prepaid Expenses and Deposits_2
Prepaid Expenses and Deposits (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expenses and Deposits | ||
Deposits | $ 550 | $ 919 |
Prepaid marketing | 190 | 259 |
Prepaid insurance | 258 | 436 |
Other | 861 | 700 |
Total prepaid expenses and deposits | $ 1,859 | $ 2,314 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment | |||
Gross property and equipment | $ 26,249 | $ 24,873 | |
Accumulated depreciation and amortization | 2,278 | 2,045 | |
Net property and equipment | 23,971 | 22,828 | |
Depreciation expense | 334 | $ 164 | |
Machinery and office equipment | |||
Property, Plant and Equipment | |||
Gross property and equipment | 9,721 | 9,142 | |
Furniture and equipment | |||
Property, Plant and Equipment | |||
Gross property and equipment | 224 | 224 | |
Laboratory equipment | |||
Property, Plant and Equipment | |||
Gross property and equipment | 969 | 1,073 | |
Leasehold improvements | |||
Property, Plant and Equipment | |||
Gross property and equipment | 1,962 | 1,953 | |
Construction in progress | |||
Property, Plant and Equipment | |||
Gross property and equipment | $ 13,373 | $ 12,481 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill by segment | |||
Goodwill | $ 61,580 | $ 63,979 | $ 43,288 |
Acquisitions | 9,796 | 20,857 | |
Adjustment to Purchase Price Allocations | 0 | (166) | |
Impairment | (12,195) | ||
Goodwill | 61,580 | 61,580 | 63,979 |
Diagnostics | |||
Goodwill by segment | |||
Goodwill | 15,866 | 6,070 | |
Acquisitions | 9,796 | 6,528 | |
Adjustment to Purchase Price Allocations | 0 | (458) | |
Goodwill | 15,866 | 15,866 | 6,070 |
Therapeutic Devices | |||
Goodwill by segment | |||
Goodwill | 45,714 | 57,909 | 43,288 |
Acquisitions | 14,329 | ||
Adjustment to Purchase Price Allocations | 0 | 292 | |
Impairment | (12,195) | ||
Goodwill | $ 45,714 | $ 45,714 | $ 57,909 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangibles (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible Assets | ||
Intangible assets, gross | $ 66,547 | $ 65,511 |
Accumulated amortization | 11,745 | 10,147 |
Net intangibles | 54,802 | 55,364 |
Licenses | ||
Intangible Assets | ||
Indefinite lived intangible assets | 563 | |
Computer software | ||
Intangible Assets | ||
Intangible assets, gross | 2,776 | 1,741 |
Customer relationships | ||
Intangible Assets | ||
Intangible assets, gross | 26,851 | 26,850 |
Licenses | ||
Intangible Assets | ||
Intangible assets, gross | 8,042 | 8,042 |
Technology | ||
Intangible Assets | ||
Intangible assets, gross | 25,050 | 25,050 |
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 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets | ||
2024 | $ 4,841 | |
2025 | 6,307 | |
2026 | 5,842 | |
2027 | 5,615 | |
2028 and beyond | 31,634 | |
Total | 54,239 | |
Amortization - intangible assets | $ 1,597 | $ 1,199 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-Based Compensation | ||
Stock options granted (in shares) | 795,000 | 6,710,000 |
Vesting period | 4 years | 4 years |
Expiration period | 10 years | 10 years |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-Based Compensation | ||
Options Outstanding, beginning balance (in shares) | 93,349,943 | 84,112,443 |
Stock options granted (in shares) | 795,000 | 6,710,000 |
Stock options forfeited (in shares) | 1,092,500 | 705,000 |
Vested stock options expired (in shares) | 435,000 | 462,500 |
Options Outstanding, ending balance (in shares) | 92,617,443 | 89,654,943 |
Vested (in shares) | 44,713,274 | 27,066,474 |
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | $ 0.3338 | $ 0.3602 |
Weighted Avg Exercise Price, Stock options granted (in dollars per share) | 0.1535 | 0.2431 |
Weighted Avg Exercise Price Stock options forfeited (in dollars per share) | 0.2557 | 0.4063 |
Weighted Avg Exercise Price Vested Stock options expired (in dollars per share) | 0.9408 | 0.1546 |
Weighted Avg Exercise Price Options Outstanding (in dollars per share) | 0.3303 | 0.3449 |
Weighted Avg Exercise Price Vested (in dollars per share) | $ 0.3474 | $ 0.3484 |
Stock-Based Compensation - Op_2
Stock-Based Compensation - Option details (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||||
Weighted Avg Exercise Price (in dollars per share) | $ 0.1535 | $ 0.2431 | ||
Number of Options Issued and Outstanding (in shares) | 92,617,443 | 89,654,943 | 93,349,943 | 84,112,443 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-Based Compensation | ||
Stock-based expense | $ 1,101 | $ 1,765 |
Income Taxes - Carryforward (De
Income Taxes - Carryforward (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Income Taxes | |
Operating loss carryforwards | $ 10,023 |
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 (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Number of reportable segments | segment | 2 | ||
Net revenue | $ 6,262 | $ 5,482 | $ 5,482 |
Cost of revenue | 2,145 | 1,647 | 1,647 |
Gross profit | 4,117 | 3,835 | $ 3,835 |
Diagnostics | |||
Net revenue | 744 | 399 | |
Cost of revenue | 583 | 338 | |
Gross profit | 161 | 61 | |
Therapeutic Devices | |||
Net revenue | 5,518 | 5,083 | |
Cost of revenue | 1,562 | 1,309 | |
Gross profit | $ 3,956 | $ 3,774 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Loss Per Share | |||
Net loss for the period | $ (9,160) | $ (6,385) | $ (6,385) |
Weighted average shares - basic (in shares) | 979,949,668 | 979,949,668 | 979,949,668 |
Weighted average shares - diluted (in shares) | 979,949,668 | 979,949,668 | |
Loss per share - basic (in dollars per share) | $ (0.009) | $ (0.007) | $ (0.007) |
Loss per share - diluted (in dollars per share) | $ (0.009) | $ (0.007) |
Loss Per Share - Anti-dilutive
Loss Per Share - Anti-dilutive (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock options | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 92,617,443 | 89,654,943 |
Warrants. | ||
Antidilutive securities | ||
Antidilutive securities (in shares) | 32,561,418 | 32,561,418 |