Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38389 | |
Entity Registrant Name | Motus GI Holdings, Inc. | |
Entity Central Index Key | 0001686850 | |
Entity Tax Identification Number | 81-4042793 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1301 East Broward Boulevard | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, City or Town | Ft. Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33301 | |
City Area Code | (954) | |
Local Phone Number | 541 8000 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | MOTS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 578,515 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 5,724 | $ 14,042 |
Accounts receivable | 102 | 59 |
Inventory, current | 407 | 488 |
Prepaid expenses and other current assets | 509 | 781 |
Total current assets | 6,742 | 15,370 |
Fixed assets, net | 1,101 | 1,325 |
Inventory, non-current | 374 | 511 |
Right-of-use assets | 261 | 428 |
Other non-current assets | 13 | 13 |
Total assets | 8,491 | 17,647 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,466 | 1,969 |
Operating lease liabilities - current | 220 | 245 |
Other current liabilities | 62 | 53 |
Current portion of long-term debt, net of unamortized debt discount of $132 and $182, respectively | 2,781 | 2,532 |
Total current liabilities | 4,529 | 4,799 |
Contingent royalty obligation | 1,212 | |
Operating lease liabilities - non-current | 34 | 178 |
Convertible note, net of unamortized debt discount of $64 and $108, respectively | 3,936 | 3,892 |
Long-term debt, net of unamortized debt discount of $44 and $135, respectively | 2,470 | 4,589 |
Total liabilities | 10,969 | 14,670 |
Commitments and contingent liabilities (Note 9) | ||
Shareholders’ (deficiency) equity | ||
Common stock $0.0001 par value; 115,000,000 shares authorized; 530,449 and 310,494 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | ||
Additional paid-in capital | 148,935 | 144,328 |
Accumulated deficit | (151,413) | (141,351) |
Total shareholders’ (deficiency) equity | (2,478) | 2,977 |
Total liabilities and shareholders’ (deficiency) equity | $ 8,491 | $ 17,647 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Debt instrument, unamortized discount | $ 132 | $ 182 |
Convertible note, unamortized discount, non-current | 64 | 108 |
Debt instrument, unamortized discount, non-current | $ 44 | $ 135 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 115,000,000 | 115,000,000 |
Common stock, shares issued | 530,449 | 310,494 |
Common stock, shares outstanding | 530,449 | 310,494 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 86 | $ 278 | $ 255 | $ 483 |
Operating expenses: | ||||
Cost of revenue - sales | 22 | 83 | 62 | 166 |
Cost of revenue - impairment of inventory | 26 | 221 | 159 | |
Research and development | 693 | 1,573 | 2,906 | 4,261 |
Sales and marketing | 188 | 1,349 | 1,367 | 3,554 |
General and administrative | 1,551 | 1,978 | 5,134 | 6,167 |
Total costs and expenses | 2,480 | 4,983 | 9,690 | 14,307 |
Loss from Operations | (2,394) | (4,705) | (9,435) | (13,824) |
Gain (loss) on change in estimated fair value of contingent royalty obligation | (53) | 34 | 103 | (29) |
Finance expense, net | (222) | (310) | (707) | (1,001) |
Foreign currency gain (loss) | (10) | 17 | (23) | (61) |
Net loss | $ (2,679) | $ (4,964) | $ (10,062) | $ (14,915) |
Basic loss per common share | $ (4.28) | $ (26.99) | $ (20.80) | $ (80.97) |
Diluted loss per common share | $ (4.28) | $ (26.99) | $ (20.80) | $ (80.97) |
Weighted average number of common shares outstanding, basic | 626,470 | 183,897 | 483,711 | 184,210 |
Weighted average number of common shares outstanding, diluted | 626,470 | 183,897 | 483,711 | 184,210 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' (Deficiency) Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 132,411,000 | $ (122,754,000) | $ 9,657,000 | |
balance, shares at Dec. 31, 2021 | 160,915 | |||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs of $55 | 3,004,000 | 3,004,000 | ||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs, shares | 19,917 | |||
Share-based compensation | 521,000 | 521,000 | ||
Net loss | (4,811,000) | (4,811,000) | ||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units, shares | 914 | |||
Issuance of common stock for board of directors’ compensation | 235,000 | 235,000 | ||
Issuance of common stock for board of directors' compensation, shares | 1,630 | |||
Ending balance, value at Mar. 31, 2022 | 136,171,000 | (127,565,000) | 8,606,000 | |
balance, shares at Mar. 31, 2022 | 183,376 | |||
Beginning balance, value at Dec. 31, 2021 | 132,411,000 | (122,754,000) | 9,657,000 | |
balance, shares at Dec. 31, 2021 | 160,915 | |||
Net loss | (14,915,000) | |||
Ending balance, value at Sep. 30, 2022 | 138,431,000 | (137,669,000) | 762,000 | |
balance, shares at Sep. 30, 2022 | 201,544 | |||
Beginning balance, value at Mar. 31, 2022 | 136,171,000 | (127,565,000) | 8,606,000 | |
balance, shares at Mar. 31, 2022 | 183,376 | |||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs of $55 | 45,000 | 45,000 | ||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs, shares | 541 | |||
Share-based compensation | 461,000 | 461,000 | ||
Net loss | (5,140,000) | (5,140,000) | ||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units, shares | 278 | |||
Ending balance, value at Jun. 30, 2022 | 136,677,000 | (132,705,000) | 3,972,000 | |
balance, shares at Jun. 30, 2022 | 184,195 | |||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs of $55 | 1,324,000 | 1,324,000 | ||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs, shares | 17,208 | |||
Share-based compensation | 441,000 | 441,000 | ||
Net loss | (4,964,000) | (4,964,000) | ||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units, shares | 277 | |||
Fractional shares settled in cash pursuant to reverse stock split | (11) | (11) | ||
Fractional shares settled in cash pursuant to reverse stock split, shares | (136) | |||
Ending balance, value at Sep. 30, 2022 | 138,431,000 | (137,669,000) | 762,000 | |
balance, shares at Sep. 30, 2022 | 201,544 | |||
Beginning balance, value at Dec. 31, 2022 | 144,328,000 | (141,351,000) | 2,977,000 | |
balance, shares at Dec. 31, 2022 | 310,494 | |||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs of $55 | 102,000 | 102,000 | ||
Issuance of common shares pursuant to at-the-market registered offering, net of issuance costs, shares | 7,942 | |||
Share-based compensation | 222,000 | 222,000 | ||
Net loss | (4,386,000) | (4,386,000) | ||
Ending balance, value at Mar. 31, 2023 | 144,652,000 | (145,737,000) | (1,085,000) | |
balance, shares at Mar. 31, 2023 | 318,436 | |||
Beginning balance, value at Dec. 31, 2022 | 144,328,000 | (141,351,000) | 2,977,000 | |
balance, shares at Dec. 31, 2022 | 310,494 | |||
Net loss | (10,062,000) | |||
Ending balance, value at Sep. 30, 2023 | 148,935,000 | (151,413,000) | (2,478,000) | |
balance, shares at Sep. 30, 2023 | 530,449 | |||
Beginning balance, value at Mar. 31, 2023 | 144,652,000 | (145,737,000) | (1,085,000) | |
balance, shares at Mar. 31, 2023 | 318,436 | |||
Share-based compensation | 49,000 | 49,000 | ||
Net loss | (2,997,000) | (2,997,000) | ||
Private placement offering, net of financing fees of $731 | 3,070,000 | 3,070,000 | ||
Private placement offering, shares | 35,000 | |||
Issuance of common shares upon vesting of restricted stock units | ||||
Issuance of common shares upon vesting of restricted stock units, shares | 104 | |||
Ending balance, value at Jun. 30, 2023 | 147,771,000 | (148,734,000) | (963,000) | |
balance, shares at Jun. 30, 2023 | 353,540 | |||
Share-based compensation | 93,000 | 93,000 | ||
Net loss | (2,679,000) | (2,679,000) | ||
Issuance of common shares upon exercise of warrants | ||||
Issuance of common shares upon exercise of warrants, shares | 79,867 | |||
Issuance of common shares upon extinguishment of contingent royalty obligation, net of issuance fees of $38 | 1,071 | 1,071 | ||
Issuance of common shares upon extinguishment of contingent royalty obligation, shares | 97,042 | |||
Ending balance, value at Sep. 30, 2023 | $ 148,935,000 | $ (151,413,000) | $ (2,478,000) | |
balance, shares at Sep. 30, 2023 | 530,449 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' (Deficiency) Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Net of issuance costs | $ 38 | $ 731 | $ 19 | $ 55 | $ 6 | $ 111 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,062) | $ (14,915) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 341 | 381 |
Amortization of debt issuance costs | 184 | 195 |
(Gain) loss on change in estimated fair value of contingent royalty obligation | (103) | 29 |
Share- based compensation | 364 | 1,423 |
Issuance of common stock for board of directors’ compensation | 177 | |
Impairment of inventory | 221 | 159 |
Impairment of fixed assets | 46 | |
Amortization on operating lease right-of-use asset | 176 | 253 |
Loss on lease termination | 11 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (43) | (52) |
Inventory | (16) | (843) |
Prepaid expenses and other current assets | 266 | (167) |
Accounts payable and accrued expenses | (503) | 79 |
Operating lease liabilities - current and non-current | (183) | (255) |
Other current liabilities | 9 | 61 |
Net cash used in operating activities | (9,338) | (13,429) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (104) | (215) |
Net cash used in investing activities | (104) | (215) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common shares | 121 | 4,544 |
Fractional shares paid in cash pursuant to reverse stock split | (11) | |
Repayment of term debt | (2,010) | |
Gross proceeds from private placement offering | 3,537 | |
Equity financing fees | (524) | (158) |
Net cash provided by financing activities | 1,124 | 4,375 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (8,318) | (9,269) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 14,042 | 22,563 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 5,724 | 13,294 |
CASH PAID FOR: | ||
Interest | 690 | 779 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for prepaid board of directors’ compensation | 58 | |
Reclassification of inventory to fixed assets | 13 | 163 |
Reclassification of prepaid expenses to fixed assets | 4 | |
Purchase of fixed assets in accounts payable and accrued expenses | 12 | |
Financing costs included in accounts payable and accrued expenses | 38 | 13 |
Extinguishment of contingent royalty obligation | 1,109 | |
Operating lease liabilities arising from obtaining right-of-use assets | 3 | |
Non-cash issuance costs from private placement | 264 | |
Right-of-use asset obtained in exchange for lease obligation | $ 69 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business Motus GI Holdings, Inc. (the “Company”) was incorporated in Delaware, U.S.A. in September 2016. The Company and its subsidiaries, Motus GI Technologies, Ltd. and Motus GI, LLC, are collectively referred to as “Motus GI” or the “Company”. The Company has developed the Pure-Vu System, a medical device that has been cleared by the U.S. Food and Drug Administration (the “FDA”) to help facilitate the cleansing of a poorly prepared gastrointestinal tract during colonoscopy and to help facilitate upper gastrointestinal (“GI”) endoscopy procedures. The Pure-Vu System has received a CE Mark in the EU for use in colonoscopy. The Pure-Vu System integrates with standard and slim colonoscopes, as well as gastroscopes, to improve visualization during colonoscopy and upper GI procedures while preserving established procedural workflow and techniques. Through irrigation and evacuation of debris, the Pure-Vu System is designed to provide better-quality exams. The Company received 510(k) clearance in October 2023 from the FDA for the Pure-Vu EVS System for use in the Upper GI tract and Gen 4 Colon and will commence market introduction of this product in the coming months. Both devices leverage the same Workstation and feature key enhancements such as a larger and more powerful suction channel, more efficient irrigation jets, a smaller profile distal tip that offers enhanced flexibility during insertion, enhanced navigation and a much easier bed side set up. The Company does not expect to generate significant revenue from product sales until it further expands its commercialization efforts, which is subject to significant uncertainty. |
Basis of Presentation and Going
Basis of Presentation and Going Concern Uncertainty | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern Uncertainty | Note 2 – Basis of Presentation and Going Concern Uncertainty The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2022 10-K filed with the SEC on March 31, 2023. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any future periods. The December 31, 2022 condensed consolidated balance sheet information was derived from the audited financial statements as of that date. The Company has generated limited revenues to date from the sale of products. The Company has never been profitable and has incurred significant net losses each year since its inception, including a loss of $ 10.1 9.3 5.7 151.4 In January and April 2023, the Company committed to a restructuring initiative designed to position the Company to explore a range of strategic and financing alternatives focused on maximizing stockholder value and accelerating the commercialization of the Pure-Vu System. If a strategic transaction is not completed, or if additional financing is not available, the Company may not be able to service our outstanding indebtedness and our payables and may have to file for bankruptcy protection or pursue a dissolution of the Company and liquidation of all of the Company’s remaining assets. In such an event, the amount of cash available for distribution to the Company’s shareholders, if any, will depend heavily on the timing of such decision, as with the passage of time the amount of cash available for distribution will be reduced as the Company continues to fund its operations and service the Company’s outstanding indebtedness. The Company cannot provide assurance as to the amount of cash that will be available to distribute to shareholders, if any, after paying its debts and other obligations and setting aside funds for reserves, nor as to the timing of any such distribution, if any. Such conditions raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that may result from this uncertainty. The Company has financed its operations primarily through sales of equity-related securities and debt. In March 2021, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”), under which we may offer and sell from time to time common shares having an aggregate offering price of up to $ 25.0 7,942 102 19 On May 17, 2023, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it agreed to issue and sell in a private placement an aggregate of (i) 35,000 241,134 276,134 12.675 12.6735 3.0 0.5 0.2 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements for the nine months ended September 30, 2023 are consistent with those discussed in Note 3 to the consolidated financial statements in the Company’s 2022 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2023. Reverse Stock Split On November 2, 2023, the Company effected a reverse stock split of its issued and outstanding common stock, par value $0.0001 per share, at a ratio of 1-for-15 (the “2023 Reverse Stock Split”) No fractional shares were issued in connection with the 2023 Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of common stock instead receive a proportional cash payment. All of the Company’s historical share and per share information related to issued and outstanding common stock and outstanding options and warrants exercisable for common stock in these condensed consolidated financial statements have been adjusted, on a retroactive basis, to reflect the 2023 Reverse Stock Split. Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and diluted net loss per share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding during the applicable period. Diluted net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding for the applicable period, including any potentially dilutive securities such as stock options, unvested restricted stock, warrants, and other convertible instruments unless the result of inclusion would be antidilutive. The dilutive effect of restricted stock units subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented. Given the nominal exercise price of the Company’s issuance of Pre-Funded Warrants, such Pre-Funded Warrants are included in in the calculation of basic and diluted net loss per share as the exercise price per warrant is deemed nonsubstantive when compared to the fair value of the underlying common shares. The 161,266 The Company’s Convertible Note, on an as converted basis into common stock of 9,523 Schedule of Anti-dilutive Effect 2023 2022 2023 2022 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Outstanding options 62,589 26,642 62,589 26,642 Unvested restricted stock units 1,079 1,630 1,079 1,630 Warrants 312,143 26,238 312,143 26,238 Total 375,811 54,510 375,811 54,510 Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company had a full valuation allowance against its deferred tax assets. For the three and nine months ended September 30, 2023 and 2022, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2023 and 2022, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. Accounting Pronouncements- Adopted In September 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered smaller reporting companies as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this ASU on January 1, 2023. The adoption of this ASU did not result in a material impact to the consolidated financial statements and disclosures. Accounting Pronouncements- Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements Liabilities measured and recorded at fair value on a recurring basis consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Fair Value of Financial Assets and Liabilities September 30, 2023 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ - $ - December 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,212 $ 1,212 Financial instruments with carrying values approximating fair value include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, and certain other current liabilities, due to their short-term nature. Debt instruments are measured at amortized cost on the Company’s consolidated balance sheets. If measured at fair value in the financial statements, these instruments would be classified as Level 2 in the fair value hierarchy. In estimating the fair value of the Company’s contingent royalty obligation, the Company used the discounted cash flow method as of September 12, 2023 and December 31, 2022. Based on the fair value hierarchy, the Company classified contingent royalty obligation within Level 3 because valuation inputs are based on projected revenues discounted to a present value. The contingent royalty obligation is re-measured at each balance sheet date and at September 12, 2023 using several assumptions, including the following: 1) estimated sales growth, 2) length of product cycle, 3) patent life, 4) discount rate ( 28.5 23 3 As noted in Note 9, under the Amendment Agreement, the Company extinguished its royalty obligation in exchange for equity interests. The Company measured the difference between the fair value of the shares of common stock issued and the carrying value (at a final fair value) of the royalty obligation as a gain. As the holder of a majority of the Royalty Payment Rights Certificates is considered a related party, as noted in Note 10, the Company recorded the retirement of the royalty obligation based on the total value of shares issued as well as the gain on settlement within equity as additional paid in capital as a capital transaction. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory is stated at lower of cost or net realizable value using the weighted average cost method and is evaluated at least annually for impairment. Write-downs for potentially obsolete or excess inventory are made based on management’s analysis of inventory levels, historical obsolescence and future sales forecasts. For the three and nine months ended September 30, 2023, an inventory impairment of $ 26 221 0 159 Inventory at September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Inventory September 30, 2023 December 31, 2022 Raw materials $ 554 $ 697 Work-in-process 177 155 Finished goods 672 548 Inventory reserve (622 ) (401 ) Inventory, net $ 781 $ 999 Inventory, current $ 407 $ 488 Inventory, non-current $ 374 $ 511 |
Fixed assets, net
Fixed assets, net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets, net | Note 6 – Fixed assets, net Fixed assets, summarized by major category, consist of the following for the years ended: Schedule of Fixed Assets Net September 30, 2023 December 31, 2022 Office equipment $ 171 $ 171 Computers and software 321 321 Machinery 1,154 1,049 Lab and medical equipment 1,489 1,477 Leasehold improvements 200 200 Total 3,335 3,218 Less: accumulated depreciation and amortization (2,234 ) (1,893 ) Fixed assets, net $ 1,101 $ 1,325 Depreciation and amortization expense for the three and nine months ended September 30, 2023 was $ 111 341 128 381 10 46 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | Note 7 – Leases The Company leases offices in Fort Lauderdale, Florida and Israel which expire in November 2024 and December 2023 leases vehicles under operating leases that expire at various dates through 2025 The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows: Schedule of Lease Cost and Supplemental Balance Sheet Information 2023 2022 2023 2022 Three Months ended September 30, Nine Months ended September 30, 2023 2022 2023 2022 Lease Cost Operating lease (income) cost, net of related party license fee $ (36 ) $ 16 $ (18 ) $ 78 Variable lease cost 103 30 167 90 Total lease cost $ 67 $ 46 $ 149 $ 168 As of September 30, As of December 31, 2023 2022 Assets Operating lease, right-of-use-asset $ 261 $ 428 Liabilities Current Operating lease liabilities $ 220 $ 245 Non-current Operating lease liabilities, net of current portion 34 178 Total lease liabilities $ 254 $ 423 Other information: Weighted average remaining lease term - operating leases 1.36 1.79 Weighted-average discount rate - operating leases 7.33 % 7.36 % The Company’s lease expense is included in general and administrative expenses which is net of related party license fee of $ 67 66 202 173 |
Convertible Note and Long-Term
Convertible Note and Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Note and Long-Term Debt | Note 8 – Convertible Note and Long-Term Debt On July 16, 2021 (the “Effective Date”), the Company entered into a loan facility (the “Kreos Loan Agreement”) with Kreos Capital VI (Expert Fund) LP (the “Lender”). Under the Kreos Loan Agreement, the Lender will provide the Company with access to term loans in an aggregate principal amount of up to $ 12,000 4,000 5,000 3,000 The Convertible Note and Tranche B were funded on the Effective Date. As of December 31, 2021, the Company drew down the full $ 3,000 The Convertible Note requires forty-eight monthly interest only payments at 7.75 420 7.75 In connection with the Kreos Loan Agreement, the Company also issued to the Lender a warrant (“Warrant”), dated July 16, 2021, to purchase up to 636 314.22 The Company treated Tranche A, Tranche B and Tranche C, and the Warrant as three separate freestanding financial instruments with the proceeds received in connection with the transaction allocated amongst the instruments based on relative fair value. The proceeds received in connection with the transaction allocated amongst the instruments based on relative fair value resulted in $ 165 845 165 540 274 140 845 For the nine months ended September 30, 2023, interest expense for the Loan was as follows: Schedule of Interest Expense for Loan Contractual interest expense $ 690 Amortization of debt issuance costs 184 Total interest expense $ 874 For the three months ended September 30, 2023, interest expense for the Loan was as follows: Contractual interest expense $ 220 Amortization of debt issuance costs 61 Total interest expense $ 281 Future principal payments under the Convertible Note as of September 30, 2023 are as follows: Schedule of Future Principal Payments of Convertible Note Years Ending December 31, Amount 2023 (remaining 3 months) $ - 2024 - 2025 4,000 Total future principal payments 4,000 Less unamortized debt issuance costs 64 Total balance $ 3,936 Future principal payments under the Long-term Debt as of September 30, 2023 are as follows: Years Ending December 31, Amount 2023 (remaining 3 months) $ 703 2024 2,983 2025 1,601 Total future principal payments 5,287 End of loan payments 140 Less unamortized debt issuance costs of current portion of long-term debt (132 ) Less unamortized debt issuance costs of non-current portion of long-term debt (44 ) Total balance $ 5,252 Less long-term debt, current $ 2,781 Long-term debt, net of current portion $ 2,470 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies The Company has entered into and expects to enter into from time to time in the future, license agreements, strategic alliance agreements, assignment agreements, research service agreements, and similar agreements related to the advancement of its research and development efforts. Significant agreements are described in detail in the Company’s 2022 Form 10-K. While specific amounts will differ from quarter to quarter, the Company believes its overall activities regarding these agreements are materially consistent with those described in the 2022 Form 10-K. In addition to the specific agreements described in the 2022 Form 10-K, the Company has entered into, and will in the future enter into, other research and service provider agreements for the advancement of its research and development efforts. The Company expects to pay additional amounts in future periods in connection with existing and future research and service provider agreements. Royalty Payment Rights on Royalty Payment Rights Certificates The Company issued certain (i) Royalty Payment Rights Certificates, as amended (“Royalty Payment Rights Certificates”) to the former holders of the Company’s shares of Series A Convertible Preferred Stock, par value $ 0.0001 On September 12, 2023 (the “Effective Date”), the Company, entered into an Amendment Agreement (the “Amendment Agreement”) with the holders of a majority of the Royalty Payment Rights Certificates to cancel the rights of all Certificate Holders to receive the Royalty Amounts in exchange for an aggregate of 88,221 8,821 97,042 The Company measured the difference between the fair value of the shares of common stock issued and the carrying value (at a final fair value) of the royalty obligation as a gain. As the holder of a majority of the Royalty Payment Rights Certificates is considered a related party, as noted in Note 10, the Company recorded the extinguishment of the royalty obligation based on the total fair value of shares issued as well as the gain on settlement within equity as additional paid in capital as a capital transaction. Schedule of Extinguishment of Royalty Obligation Extinguishment of Royalty Obligation Balance at December 31, 2022 $ 1,212 Change in estimated fair value of royalty obligation (103 ) Balance at September 12, 2023 1,109 Contingent royalty obligation 1,109 Less fair value of common stock exchanged for extinguishment of royalty obligation 711 Gain on extinguishment – recorded within additional paid-in-capital $ 398 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions Shared Space Agreement In January 2020, the Company entered into a license agreement (the “Shared Space Agreement”) with Orchestra BioMed, Inc. (OBIO), a greater than 5 212 270 67 202 66 173 Extinguishment of Royalty Obligation As noted in Note 9, under the Amendment Agreement, the Company extinguished its royalty obligation in exchange for equity interests. OBIO held the majority of the Royalty Payment Rights Certificates, and as such approved the Amendment Agreement and the settlement exchange. OBIO received 46,768 |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | Note 11 – Share-based compensation The following table sets forth total non-cash share-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit awards by operating statement classification for the three and nine months ended September 30, 2023 and 2022: Schedule of Stock-based Compensation 2023 2022 2023 2022 Three Months ended September 30, Nine Months ended September 30, 2023 2022 2023 2022 Research and development $ 27 $ 96 $ 107 $ 292 Sales and marketing 5 60 6 184 General and administrative 61 285 251 947 Total $ 93 $ 441 $ 364 $ 1,423 As of September 30, 2023, unamortized share-based compensation for stock options was $ 468 1.20 Stock option and warrant activity A summary of the Company’s stock option and warrant activity is as follows: Schedule of Stock Option and Warrants Options Warrants Shares Underlying Options Weighted Average Exercise Price Shares Underlying Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 26,567 $ 640.51 26,088 $ 759.26 Granted 45,712 $ 8.99 * 531,074 $ 6.03 Exercised - $ - (79,866 ) $ - Expired (6,311 ) $ 662.79 (3,888 ) $ 1,587.38 Forfeited (3,380 ) $ 202.16 - $ - Outstanding at September 30, 2023 62,588 $ 200.79 473,408 $ 9.16 Exercisable at September 30, 2023 15,551 $ 764.46 473,408 $ 9.16 * Includes 241,134 0.0001 As of September 30, 2023, there were 563 80.63 1,346 277.57 As of September 30, 2023, unamortized stock compensation for restricted stock units was $ 36 0.60 Issuance of Warrants to Purchase Common Stock In February 2020, the Company entered into a services agreement whereby it agreed to issue warrants to purchase 400 849.00 400 150 0 26 Private Placement Offering On May 17, 2023, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it agreed to issue and sell in a private placement an aggregate of (i) 35,000 241,134 276,134 12.675 12.674 3.0 0.5 0.2 10.80 0.0001 The measurement of fair value of the Pre-Funded Warrants was determined utilizing a Black-Scholes model. The relative fair value of these Pre-Funded Warrants was estimated to be $ 1.7 The measurement of fair value of the Common Warrants was determined utilizing a Black-Scholes model. The relative fair value of these Common Stock Warrants was estimated to be $ 1.5 In addition, pursuant to the terms of the offering, the Company issued the placement agent, H.C. Wainwright & Co., LLC., warrants to purchase up to 13,806 shares of the Company’s common stock (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable for a period of five and one-half years from the issuance date, at an exercise price of $ 15.845 As of November 13, 2023, Pre-Funded Warrants for 241,134 Additionally, in connection with the Private Placement, the Company entered into a warrant amendment (the “Warrant Amendment”), dated May 17, 2023 with the holder named therein, pursuant to which the Company agreed to amend certain existing warrants to purchase up to an aggregate of 19,999 636.00 after the 1-to-20 reverse stock split 10.80 1.875 0.1 The Private Placement resulted in net proceeds of approximately $ 3.0 0.5 0.2 |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 12 – Restructuring In January 2023, the Company commenced a strategic restructuring program aimed at capital preservation. In April 2023, the Company approved the implementation of additional cost cutting measures, including an executive reorganization and other cuts in clinical expenses, in connection with its ongoing efforts to reduce operating expenses. In addition, the non-management members of the Board agreed to defer their Board fees until a future date 0 1,517 94 The components of the restructuring charges included in the condensed consolidated statements of comprehensive loss for the nine months ended September 30, 2023 were as follows: Schedule of Restructuring Liabilities included in Accounts Payable and Accrued Expenses Employee Restructuring expenses- Sales and Marketing $ 566 Restructuring expenses- Research and Development 449 Restructuring expenses- General and Administrative 502 Total restructuring charges $ 1,517 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events On November 2, 2023, the Company effected the 2023 Reverse Stock Split and as part of the adjustment to reflect the 2023 Reverse Stock Split, the Company will be paying a de minimus cash payout to stockholders who would otherwise be entitled to a fractional share of common stock. See Note 3 for further discussion. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Reverse Stock Split | Reverse Stock Split On November 2, 2023, the Company effected a reverse stock split of its issued and outstanding common stock, par value $0.0001 per share, at a ratio of 1-for-15 (the “2023 Reverse Stock Split”) No fractional shares were issued in connection with the 2023 Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of common stock instead receive a proportional cash payment. All of the Company’s historical share and per share information related to issued and outstanding common stock and outstanding options and warrants exercisable for common stock in these condensed consolidated financial statements have been adjusted, on a retroactive basis, to reflect the 2023 Reverse Stock Split. |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Motus Ltd., an Israel corporation, which has operations in Tirat Carmel, Israel, and Motus Inc., a Delaware corporation, which has operations in the U.S. All inter-company accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basic and diluted net loss per share | Basic and diluted net loss per share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding during the applicable period. Diluted net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding for the applicable period, including any potentially dilutive securities such as stock options, unvested restricted stock, warrants, and other convertible instruments unless the result of inclusion would be antidilutive. The dilutive effect of restricted stock units subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented. Given the nominal exercise price of the Company’s issuance of Pre-Funded Warrants, such Pre-Funded Warrants are included in in the calculation of basic and diluted net loss per share as the exercise price per warrant is deemed nonsubstantive when compared to the fair value of the underlying common shares. The 161,266 The Company’s Convertible Note, on an as converted basis into common stock of 9,523 Schedule of Anti-dilutive Effect 2023 2022 2023 2022 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Outstanding options 62,589 26,642 62,589 26,642 Unvested restricted stock units 1,079 1,630 1,079 1,630 Warrants 312,143 26,238 312,143 26,238 Total 375,811 54,510 375,811 54,510 |
Income taxes | Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company had a full valuation allowance against its deferred tax assets. For the three and nine months ended September 30, 2023 and 2022, the Company recorded zero income tax expense. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2023 and 2022, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. |
Accounting Pronouncements- Adopted | Accounting Pronouncements- Adopted In September 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered smaller reporting companies as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this ASU on January 1, 2023. The adoption of this ASU did not result in a material impact to the consolidated financial statements and disclosures. |
Accounting Pronouncements- Not Yet Adopted | Accounting Pronouncements- Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Effect | Schedule of Anti-dilutive Effect 2023 2022 2023 2022 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Outstanding options 62,589 26,642 62,589 26,642 Unvested restricted stock units 1,079 1,630 1,079 1,630 Warrants 312,143 26,238 312,143 26,238 Total 375,811 54,510 375,811 54,510 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | Liabilities measured and recorded at fair value on a recurring basis consisted of the following at September 30, 2023 and December 31, 2022: Schedule of Fair Value of Financial Assets and Liabilities September 30, 2023 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ - $ - December 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent royalty obligation $ - $ - $ 1,212 $ 1,212 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory at September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Inventory September 30, 2023 December 31, 2022 Raw materials $ 554 $ 697 Work-in-process 177 155 Finished goods 672 548 Inventory reserve (622 ) (401 ) Inventory, net $ 781 $ 999 Inventory, current $ 407 $ 488 Inventory, non-current $ 374 $ 511 |
Fixed assets, net (Tables)
Fixed assets, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets Net | Fixed assets, summarized by major category, consist of the following for the years ended: Schedule of Fixed Assets Net September 30, 2023 December 31, 2022 Office equipment $ 171 $ 171 Computers and software 321 321 Machinery 1,154 1,049 Lab and medical equipment 1,489 1,477 Leasehold improvements 200 200 Total 3,335 3,218 Less: accumulated depreciation and amortization (2,234 ) (1,893 ) Fixed assets, net $ 1,101 $ 1,325 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of Lease Cost and Supplemental Balance Sheet Information | The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows: Schedule of Lease Cost and Supplemental Balance Sheet Information 2023 2022 2023 2022 Three Months ended September 30, Nine Months ended September 30, 2023 2022 2023 2022 Lease Cost Operating lease (income) cost, net of related party license fee $ (36 ) $ 16 $ (18 ) $ 78 Variable lease cost 103 30 167 90 Total lease cost $ 67 $ 46 $ 149 $ 168 As of September 30, As of December 31, 2023 2022 Assets Operating lease, right-of-use-asset $ 261 $ 428 Liabilities Current Operating lease liabilities $ 220 $ 245 Non-current Operating lease liabilities, net of current portion 34 178 Total lease liabilities $ 254 $ 423 Other information: Weighted average remaining lease term - operating leases 1.36 1.79 Weighted-average discount rate - operating leases 7.33 % 7.36 % |
Convertible Note and Long-Ter_2
Convertible Note and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense for Loan | For the nine months ended September 30, 2023, interest expense for the Loan was as follows: Schedule of Interest Expense for Loan Contractual interest expense $ 690 Amortization of debt issuance costs 184 Total interest expense $ 874 For the three months ended September 30, 2023, interest expense for the Loan was as follows: Contractual interest expense $ 220 Amortization of debt issuance costs 61 Total interest expense $ 281 |
Schedule of Future Principal Payments of Convertible Note | Future principal payments under the Convertible Note as of September 30, 2023 are as follows: Schedule of Future Principal Payments of Convertible Note Years Ending December 31, Amount 2023 (remaining 3 months) $ - 2024 - 2025 4,000 Total future principal payments 4,000 Less unamortized debt issuance costs 64 Total balance $ 3,936 Future principal payments under the Long-term Debt as of September 30, 2023 are as follows: Years Ending December 31, Amount 2023 (remaining 3 months) $ 703 2024 2,983 2025 1,601 Total future principal payments 5,287 End of loan payments 140 Less unamortized debt issuance costs of current portion of long-term debt (132 ) Less unamortized debt issuance costs of non-current portion of long-term debt (44 ) Total balance $ 5,252 Less long-term debt, current $ 2,781 Long-term debt, net of current portion $ 2,470 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Extinguishment of Royalty Obligation | Schedule of Extinguishment of Royalty Obligation Extinguishment of Royalty Obligation Balance at December 31, 2022 $ 1,212 Change in estimated fair value of royalty obligation (103 ) Balance at September 12, 2023 1,109 Contingent royalty obligation 1,109 Less fair value of common stock exchanged for extinguishment of royalty obligation 711 Gain on extinguishment – recorded within additional paid-in-capital $ 398 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation | The following table sets forth total non-cash share-based compensation for the issuance of common stock, options to purchase common stock, warrants to purchase common stock, and restricted stock unit awards by operating statement classification for the three and nine months ended September 30, 2023 and 2022: Schedule of Stock-based Compensation 2023 2022 2023 2022 Three Months ended September 30, Nine Months ended September 30, 2023 2022 2023 2022 Research and development $ 27 $ 96 $ 107 $ 292 Sales and marketing 5 60 6 184 General and administrative 61 285 251 947 Total $ 93 $ 441 $ 364 $ 1,423 |
Schedule of Stock Option and Warrants | A summary of the Company’s stock option and warrant activity is as follows: Schedule of Stock Option and Warrants Options Warrants Shares Underlying Options Weighted Average Exercise Price Shares Underlying Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 26,567 $ 640.51 26,088 $ 759.26 Granted 45,712 $ 8.99 * 531,074 $ 6.03 Exercised - $ - (79,866 ) $ - Expired (6,311 ) $ 662.79 (3,888 ) $ 1,587.38 Forfeited (3,380 ) $ 202.16 - $ - Outstanding at September 30, 2023 62,588 $ 200.79 473,408 $ 9.16 Exercisable at September 30, 2023 15,551 $ 764.46 473,408 $ 9.16 * Includes 241,134 0.0001 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities included in Accounts Payable and Accrued Expenses | The components of the restructuring charges included in the condensed consolidated statements of comprehensive loss for the nine months ended September 30, 2023 were as follows: Schedule of Restructuring Liabilities included in Accounts Payable and Accrued Expenses Employee Restructuring expenses- Sales and Marketing $ 566 Restructuring expenses- Research and Development 449 Restructuring expenses- General and Administrative 502 Total restructuring charges $ 1,517 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern Uncertainty (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 12, 2023 | May 17, 2023 | Mar. 31, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Net loss | $ 2,679 | $ 2,997 | $ 4,386 | $ 4,964 | $ 5,140 | $ 4,811 | $ 10,062 | $ 14,915 | ||||
Net cash used in operating activities | 9,300 | |||||||||||
Cash and cash equivalents | 5,724 | 5,724 | $ 14,042 | |||||||||
Accumulated deficit | 151,413 | 151,413 | $ 141,351 | |||||||||
Proceeds from issuance of common stock | $ 121 | $ 4,544 | ||||||||||
Shares of common stock issued | 35,000 | |||||||||||
Prefunded Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Warrants to purchase shares | 241,134 | |||||||||||
Share price | $ 12.6735 | |||||||||||
Net proceeds | $ 3,000 | |||||||||||
Proceeds from inclusive of issuance costs | 500 | |||||||||||
Proceeds from exclusive of warrant issuance costs | $ 200 | |||||||||||
Common Warrants [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Warrants to purchase shares | 276,134 | |||||||||||
Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Net loss | ||||||||||||
Shares of common stock issued | 97,042 | 7,942 | 17,208 | 541 | 19,917 | |||||||
Share price | $ 12.675 | |||||||||||
Equity Distribution Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of common stock sold, shares | 7,942 | |||||||||||
Proceeds from issuance of common stock | $ 102 | |||||||||||
Proceeds from net of issuance costs | $ 19 | |||||||||||
Equity Distribution Agreement [Member] | Maximum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Aggregate of offering cost | $ 25,000 |
Schedule of Anti-dilutive Effec
Schedule of Anti-dilutive Effect (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 375,811 | 54,510 | 375,811 | 54,510 |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 62,589 | 26,642 | 62,589 | 26,642 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,079 | 1,630 | 1,079 | 1,630 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 312,143 | 26,238 | 312,143 | 26,238 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |||
Nov. 02, 2023 | May 17, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Reverse stock split | On November 2, 2023, the Company effected a reverse stock split of its issued and outstanding common stock, par value $0.0001 per share, at a ratio of 1-for-15 (the “2023 Reverse Stock Split”) | |||
Common stock, shares issued | 35,000 | 530,449 | 310,494 | |
Prefunded Warrant [Member] | ||||
Common stock, shares issued | 161,266 | |||
Common Stock [Member] | ||||
Reverse stock split | after the 1-to-20 reverse stock split | |||
Common stock, shares issued | 276,134 | |||
Converted basis, shares | 9,523 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets and Liabilities (Details) - Contingent Royalty Obligation [Member] - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | ||
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent royalty obligation | $ 1,212 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rate of royalty payment | 3% | 3% |
Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Discount rate | 28.50% | 23% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 554 | $ 697 |
Work-in-process | 177 | 155 |
Finished goods | 672 | 548 |
Inventory reserve | (622) | (401) |
Inventory, net | 781 | 999 |
Inventory, current | 407 | 488 |
Inventory, non-current | $ 374 | $ 511 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | ||||
Impairment of inventory | $ 26 | $ 0 | $ 221 | $ 159 |
Schedule of Fixed Assets Net (D
Schedule of Fixed Assets Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,335 | $ 3,218 |
Less: accumulated depreciation and amortization | (2,234) | (1,893) |
Fixed assets, net | 1,101 | 1,325 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 171 | 171 |
Computers And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 321 | 321 |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,154 | 1,049 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,489 | 1,477 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 200 | $ 200 |
Fixed assets, net (Details Narr
Fixed assets, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 111 | $ 128 | $ 341 | $ 381 |
Impairment of fixed assets | $ 10 | $ 46 |
Schedule of Lease Cost and Supp
Schedule of Lease Cost and Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Leases | |||||
Operating lease (income) cost, net of related party license fee | $ (36) | $ 16 | $ (18) | $ 78 | |
Variable lease cost | 103 | 30 | 167 | 90 | |
Total lease cost | 67 | $ 46 | 149 | $ 168 | |
Operating lease, right-of-use- asset | 261 | 261 | $ 428 | ||
Operating lease liabilities, current | 220 | 220 | 245 | ||
Operating lease liabilities, net of current portion | 34 | 34 | 178 | ||
Total lease liabilities | $ 254 | $ 254 | $ 423 | ||
Weighted average remaining lease term - operating leases | 1 year 4 months 9 days | 1 year 4 months 9 days | 1 year 9 months 14 days | ||
Weighted-average discount rate - operating leases | 7.33% | 7.33% | 7.36% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
License fees | $ 67 | $ 66 | $ 202 | $ 173 |
Office [Member] | Florida and Israel [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease, description | leases offices in Fort Lauderdale, Florida and Israel which expire in November 2024 and December 2023 | |||
Vehicles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease, description | leases vehicles under operating leases that expire at various dates through 2025 |
Schedule of Interest Expense fo
Schedule of Interest Expense for Loan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 220 | $ 690 |
Amortization of debt issuance costs | 61 | 184 |
Total interest expense | $ 281 | $ 874 |
Schedule of Future Principal Pa
Schedule of Future Principal Payments of Convertible Note (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Less long-term debt, current | $ 2,781 | $ 2,532 |
Long-term debt, net of current portion | 2,470 | $ 4,589 |
Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
2023 (remaining 3 months) | ||
2024 | ||
2025 | 4,000 | |
Total future principal payments | 4,000 | |
Less unamortized debt issuance costs | 64 | |
Total balance | 3,936 | |
Long-Term Debt [Member] | ||
Short-Term Debt [Line Items] | ||
2023 (remaining 3 months) | 703 | |
2024 | 2,983 | |
2025 | 1,601 | |
Total future principal payments | 5,287 | |
Total balance | 5,252 | |
End of loan payments | 140 | |
Less unamortized debt issuance costs of current portion of long-term debt | (132) | |
Less unamortized debt issuance costs of non-current portion of long-term debt | (44) | |
Less long-term debt, current | 2,781 | |
Long-term debt, net of current portion | $ 2,470 |
Convertible Note and Long-Ter_3
Convertible Note and Long-Term Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Jul. 16, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Exercise price | $ 0.0001 | |||
Long term debt | $ 2,781 | $ 2,532 | ||
Tranche C [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument, periodic payment, principal | $ 3,000 | $ 3,000 | ||
Kreos Loan Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument, periodic payment, principal | $ 12,000 | |||
Debt instrument, interest rate | 7.75% | |||
Debt instrument, convertible, conversion price | $ 420 | |||
Warrant issued to purchase common shares | 636 | |||
Exercise price | $ 314.22 | |||
Fair value of warrant | $ 165 | |||
Advance payment | 845 | |||
Payments of debt issuance costs | 540 | |||
Advance payments for debt discount | 274 | |||
Long term debt | 140 | |||
Kreos Loan Agreement [Member] | Warrant [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Advance payment | $ 165 | |||
Kreos Loan Agreement [Member] | Tranche A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument, periodic payment, principal | $ 4,000 | |||
Kreos Loan Agreement [Member] | Tranche B [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument, periodic payment, principal | $ 5,000 |
Schedule of Extinguishment of R
Schedule of Extinguishment of Royalty Obligation (Details) - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended | |
Sep. 12, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Balance at December 31, 2022 | $ 1,212 | $ 1,212 | |
Change in estimated fair value of royalty obligation | (103) | (103) | $ 29 |
Contingent royalty obligation | 1,109 | ||
Less fair value of common stock exchanged for extinguishment of royalty obligation | 711 | ||
Gain on extinguishment – recorded within additional paid-in-capital | $ 398 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - $ / shares | 3 Months Ended | ||||||
Sep. 12, 2023 | May 17, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | |
Exchange of shares | 88,221 | ||||||
Exchange of shares, cancelled | 8,821 | ||||||
Stock Issued During Period, Shares, New Issues | 35,000 | ||||||
Common Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 97,042 | 7,942 | 17,208 | 541 | 19,917 | ||
Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 31, 2020 | |
License fee | $ 67 | $ 66 | $ 202 | $ 173 | |
Orchestra Bio Med Inc [Member] | |||||
Settlement exchange of shares | 46,768 | 46,768 | |||
Minimum [Member] | |||||
License fee | $ 212 | ||||
Maximum [Member] | |||||
License fee | $ 270 | ||||
Shared Space Agreements [Member] | Orchestra Bio Med Inc [Member] | |||||
Ownership percentage | 5% |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 93 | $ 441 | $ 364 | $ 1,423 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 27 | 96 | 107 | 292 |
Selling, General and Administrative Expenses [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 5 | 60 | 6 | 184 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 61 | $ 285 | $ 251 | $ 947 |
Schedule of Stock Option and Wa
Schedule of Stock Option and Warrants (Details) - $ / shares | 9 Months Ended | ||
Sep. 12, 2023 | Sep. 30, 2023 | ||
Offsetting Assets [Line Items] | |||
Shares underlying options, forfeited | (8,821) | ||
Warrant [Member] | |||
Offsetting Assets [Line Items] | |||
Shares Underlying Warrants, Outstanding beginning | 26,088 | ||
Weighted Average Exercise Price, Outstanding beginning | $ 759.26 | ||
Shares Underlying Warrants, granted | [1] | 531,074 | |
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardNonOptionsGrantsInPeriodWeightedAverageGrantedPrice] | $ 6.03 | ||
Shares Underlying Warrants, exercised | (79,866) | ||
Weighted Average Exercise Price, granted | |||
Shares Underlying Warrants, expired | (3,888) | ||
Weighted Average Exercise Price, expired | $ 1,587.38 | ||
Shares Underlying Warrants, forfeited | |||
Weighted Average Exercise Price, forfeited | |||
Shares Underlying Warrants, outstanding ending | 473,408 | ||
Weighted Average Exercise Price, outstanding ending | $ 9.16 | ||
Shares Underlying Warrants, exercisable | 473,408 | ||
Weighted Average Exercise Price, exercisable | $ 9.16 | ||
Equity Option [Member] | |||
Offsetting Assets [Line Items] | |||
Shares underlying options, outstanding beginning | 26,567 | ||
Weighted average exercise price, outstanding beginning | $ 640.51 | ||
Shares underlying options, granted | 45,712 | ||
Weighted average exercise price, granted | $ 8.99 | ||
Shares underlying options, exercised | |||
Weighted average exercise price, Exercises | |||
Shares underlying options, expired | (6,311) | ||
Weighted average exercise price, expired | $ 662.79 | ||
Shares underlying options, forfeited | (3,380) | ||
Weighted average exercise price, forfeited | $ 202.16 | ||
Shares underlying options, outstanding ending | 62,588 | ||
Weighted average exercise price, outstanding ending | $ 200.79 | ||
Shares underlying options, exercisable | 15,551 | ||
Weighted average exercise price, exercisable | $ 764.46 | ||
[1]Includes 241,134 0.0001 |
Schedule of Stock Option and _2
Schedule of Stock Option and Warrants (Details) (Parenthetical) | Sep. 30, 2023 $ / shares shares |
Exercise price | $ / shares | $ 0.0001 |
Warrant [Member] | |
Warrant, shares | shares | 241,134 |
Share-based compensation (Detai
Share-based compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||||
Nov. 13, 2023 | Nov. 02, 2023 | May 19, 2023 | May 17, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 29, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Exercise price | $ 0.0001 | |||||||
Share based compensation | $ 0 | $ 26 | ||||||
Common stock, shares issued | 35,000 | 530,449 | 310,494 | |||||
Reverse stock split | On November 2, 2023, the Company effected a reverse stock split of its issued and outstanding common stock, par value $0.0001 per share, at a ratio of 1-for-15 (the “2023 Reverse Stock Split”) | |||||||
Private Placement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Net proceeds | $ 3,000 | |||||||
Proceeds from inclusive of issuance costs | 500 | |||||||
Proceeds from exclusive of warrant issuance costs | $ 200 | |||||||
Share price | $ 1.875 | |||||||
Reduced exercise price | $ 10.80 | |||||||
Incremental fair value | $ 100 | |||||||
Warrant [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Warrants to purchase of common stock | 241,134 | |||||||
Number of warrant purchase, shares | 241,134 | |||||||
Share price | $ 10.80 | |||||||
Number of shares of stock exercised | 79,866 | |||||||
Common Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Exercise price | $ 636 | |||||||
Common stock, shares issued | 276,134 | |||||||
Shares Issued Price Per, Share | $ 12.675 | |||||||
Share price | $ 12.675 | |||||||
Class of warrant or right outstanding | 19,999 | |||||||
Reverse stock split | after the 1-to-20 reverse stock split | |||||||
Prefunded Warrant [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Exercise price | $ 0.0001 | |||||||
Common stock, shares issued | 161,266 | |||||||
Number of warrant purchase, shares | 241,134 | |||||||
Shares Issued Price Per, Share | $ 12.674 | |||||||
Net proceeds | $ 3,000 | |||||||
Proceeds from inclusive of issuance costs | 500 | |||||||
Proceeds from exclusive of warrant issuance costs | $ 200 | |||||||
Share price | $ 12.6735 | |||||||
Fair value adjustment of warrants | $ 1,700 | |||||||
Common Warrant [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Fair value adjustment of warrants | $ 1,500 | |||||||
Placement Agent Warrant [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Exercise price | $ 15.845 | |||||||
Prefunded Warrants [Member] | Subsequent Event [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares of stock exercised | 241,134 | |||||||
Services Agreement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Exercise price | $ 150 | |||||||
Services Agreement [Member] | Warrants [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Warrants to purchase of common stock | 400 | |||||||
Exercise price | $ 849 | |||||||
Services Agreement [Member] | Replacement Warrants [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Warrants to purchase of common stock | 400 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Weighted-average recognition period | 7 months 6 days | |||||||
Number of shares nonvested stock unit awards | 563 | 1,346 | ||||||
Weighted average grant date fair value | $ 80.63 | $ 277.57 | ||||||
Unamortization stock compensation | $ 36 | |||||||
Equity Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock based compensation for stock options | $ 468 | |||||||
Weighted-average recognition period | 1 year 2 months 12 days |
Schedule of Restructuring Liabi
Schedule of Restructuring Liabilities included in Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 94 | $ 1,517 |
Selling and Marketing Expense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 566 | |
Research and Development Expense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 449 | |
General and Administrative Expense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 502 |
Restructuring (Details Narrativ
Restructuring (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring description | the Company commenced a strategic restructuring program aimed at capital preservation. In April 2023, the Company approved the implementation of additional cost cutting measures, including an executive reorganization and other cuts in clinical expenses, in connection with its ongoing efforts to reduce operating expenses. In addition, the non-management members of the Board agreed to defer their Board fees until a future date | ||
Restructuring charges | $ 94 | $ 1,517 | |
Strategic Restructuring Program [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0 | $ 1,517 |