Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 24, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | Catheter Precision, Inc. | ||
Entity Central Index Key | 0001716621 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 7,573,403 | ||
Entity Public Float | $ 4 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 001-38677 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 38-3661826 | ||
Entity Address Address Line 1 | 1670 Highway 160 West | ||
Entity Address Address Line 2 | Suite 205 | ||
Entity Address City Or Town | Fort Mill | ||
Entity Address State Or Province | SC | ||
Entity Address Postal Zip Code | 29708 | ||
City Area Code | 973 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | East Brunswick, New Jersey | ||
Auditor Firm Id | 100 | ||
Local Phone Number | 691-2000 | ||
Security 12b Title | Common Stock, $0.0001 par value | ||
Trading Symbol | VTAK | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 3,565 | $ 15,859 |
Accounts receivable, net | 137 | 0 |
Inventories | 44 | 0 |
Prepaid expenses and other current assets | 415 | 977 |
Total current assets | 4,161 | 16,836 |
Property and equipment, net | 70 | 0 |
Lease right-of-use assets | 179 | 0 |
Intangible assets, net | 26,318 | 0 |
Other non-current assets | 8 | 0 |
TOTAL ASSETS | 30,736 | 16,836 |
Current Liabilities | ||
Accounts payable | 464 | 92 |
Accrued expenses | 1,733 | 7,484 |
Notes payable | 184 | 0 |
Current portion of operating lease liabilities | 91 | 0 |
Total current liabilities | 2,472 | 7,576 |
Royalties payable | 6,974 | 0 |
Operating lease liabilities | 97 | 0 |
Total liabilities | 9,543 | 7,576 |
Stockholders' Equity | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized; 7,026,627 and 2,160,950 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 1 | 0 |
Additional paid-in capital | 296,901 | 214,397 |
Accumulated deficit | (275,709) | (205,137) |
Total stockholders' equity | 21,193 | 9,260 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 30,736 | 16,836 |
Series A convertible preferred stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, value | 0 | 0 |
Convertible Series X Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, value | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 7,026,627 | 2,161,288 |
Common stock, shares outstanding | 7,026,627 | 2,161,288 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock [Member] | ||
Preferred stock, shares designated | 7,203 | 7,203 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 4,578 | 0 |
Preferred stock, shares Outstanding | 4,578 | 0 |
Convertible Series X Preferred Stock [Member] | ||
Preferred stock, shares designated | 15,404 | 15,404 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 12,656 | 0 |
Preferred stock, shares Outstanding | 12,656 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | ||
Product sales | $ 442 | $ 14 |
Cost of revenues | ||
Product sales | 30 | 42 |
Service and other | 0 | 119 |
Total cost of revenues | 30 | 161 |
Gross profit (loss) | 412 | (147) |
Operating expenses | ||
Loss on impairment of goodwill | 60,934 | 0 |
Selling, general and administrative | 17,122 | 16,250 |
Research and development | 475 | 6,392 |
Restructuring costs | 0 | 4,172 |
Total operating expenses | 78,531 | 26,814 |
Operating loss | (78,119) | (26,961) |
Other income, net | ||
Interest income | 347 | 0 |
Other income (expense), net | (8) | 99 |
Change in fair value of royalties payable | 7,208 | 0 |
Total other income, net | 7,547 | 99 |
Loss from operations before income taxes | (70,572) | (26,862) |
Income taxes | 0 | 3 |
Net loss | (70,572) | (26,865) |
Deemed dividend - warrant inducement offer | (800) | 0 |
Net loss attributable to common stockholders | $ (71,372) | $ (26,865) |
Net loss per share attributable to common stockholders, basic and diluted | $ (12.99) | $ (25.98) |
Weighted average common shares used in computing net loss per share, basic and diluted | 5,495,070 | 1,033,822 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Series X Convertible Preferred Stock | Series A Convertible Preferred Stock | Common Stock [Member] | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2021 | 140,190 | |||||
Balance, amount at Dec. 31, 2021 | $ 13,673 | $ 0 | $ 0 | $ 0 | $ 191,945 | $ (178,272) |
Common stock issued, net, shares | 1,576,200 | |||||
Common stock issued, net, amount | 11,638 | 0 | 0 | $ 0 | 11,638 | 0 |
Warrants issued, net | 4,658 | 0 | 0 | $ 0 | 4,658 | 0 |
Warrants exercised, shares | 445,845 | |||||
Warrants exercised, amount | 5,704 | 0 | 0 | $ 0 | 5,704 | 0 |
Restricted stock awards cancelled or vested, shares | (1,352) | |||||
Restricted stock awards cancelled or vested, amount | 0 | 0 | 0 | $ 0 | 0 | 0 |
Common stock issued pursuant to the vesting of restricted stock units and purchases under employee stock purchase plan, shares | 405 | |||||
Common stock issued pursuant to the vesting of restricted stock units and purchases under employee stock purchase plan, amount | 5 | 0 | 0 | $ 0 | 5 | 0 |
Stock-based compensation | 447 | 0 | 0 | 0 | 447 | 0 |
Net loss | (26,865) | 0 | 0 | $ 0 | 0 | (26,865) |
Balance, shares at Dec. 31, 2022 | 2,161,288 | |||||
Balance, amount at Dec. 31, 2022 | 9,260 | 0 | 0 | $ 0 | 214,397 | (205,137) |
Warrants exercised, shares | 331,608 | |||||
Warrants exercised, amount | 1,145 | 0 | 0 | $ 0 | 1,145 | 0 |
Restricted stock awards cancelled or vested, shares | (414) | |||||
Restricted stock awards cancelled or vested, amount | 0 | 0 | 0 | $ 0 | 0 | 0 |
Stock-based compensation | 1,217 | 0 | 0 | 0 | 1,217 | 0 |
Net loss | $ (70,572) | 0 | 0 | $ 0 | 0 | (70,572) |
Common stock issued upon exercise of options, shares | 402,328 | 402,328 | ||||
Common stock issued upon exercise of options, amount | $ 238 | $ 0 | 0 | $ 0 | 238 | 0 |
Issuance of Series X Convertible Preferred Stock in merger, shares | 14,650 | |||||
Issuance of Series X Convertible Preferred Stock in merger, amount | 72,544 | $ 0 | 0 | $ 0 | 72,544 | 0 |
Conversion of Series X Convertible Preferred Stock, shares | (1,994) | 1,993,581 | ||||
Conversion of Series X Convertible Preferred Stock, amount | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Issuance of Series A Convertible Preferred Stock in connection with private placement, net, shares | 7,203 | 497,908 | ||||
Issuance of Series A Convertible Preferred Stock in connection with private placement, net, amount | 7,360 | 0 | $ 0 | $ 0 | 7,360 | 0 |
Conversion of Series A Convertible Preferred Stock, shares | (2,625) | 1,640,328 | ||||
Conversion of Series A Convertible Preferred Stock, amount | 1 | 0 | $ 0 | $ 1 | 0 | 0 |
Deemed dividend - warrant inducement offer | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Balance, shares at Dec. 31, 2023 | 12,656 | 4,578 | 7,026,627 | |||
Balance, amount at Dec. 31, 2023 | $ 21,193 | $ 0 | $ 0 | $ 1 | $ 296,901 | $ (275,709) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (70,572) | $ (26,865) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Restructuring charges | 0 | 2,943 |
Loss on impairment of goodwill | 60,934 | 0 |
Depreciation and amortization | 2,075 | 421 |
Stock-based compensation | 1,217 | 447 |
Change in fair value of royalties payable | (7,208) | 0 |
Gain on write-off of right-of-use asset and liability | 0 | (126) |
Loss on sales and disposals of property and equipment | 0 | 44 |
Provision for credit losses | 0 | 21 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (66) | 0 |
Inventories | 8 | (14) |
Prepaid expenses and other assets | 876 | (335) |
Lease right-of-use assets and lease liabilities | 4 | 0 |
Accounts payable | (550) | (879) |
Accrued expenses | (7,139) | 2,009 |
Accrued interest - related parties | (198) | 0 |
Other liabilities | 0 | (234) |
Net cash used in operating activities | (20,619) | (22,568) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (76) | (17) |
Proceeds from sales of property and equipment | 0 | 38 |
Cash acquired as part of business combination | 15 | 0 |
Net cash (used in) provided by investing activities | (61) | 21 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock and warrants | 238 | 18,906 |
Payments of offering costs related to the issuance of common stock and warrants | 0 | (1,254) |
Payments on note payable | (107) | 0 |
Proceeds from exercise of warrants | 1,326 | 6,262 |
Proceeds from issuance of common stock in connection with the employee stock purchase plan | 0 | 5 |
Payments of costs related to exercise of warrants | (181) | (558) |
Payments of convertible promissory notes | (250) | 0 |
Proceeds from the private placement of securities | 8,000 | 0 |
Payments of offering costs related to the private placement of securities | (640) | 0 |
Net cash provided by financing activities | 8,386 | 23,361 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (12,294) | 814 |
CASH AND CASH EQUIVALENTS, beginning of year | 15,859 | 15,045 |
CASH AND CASH EQUIVALENTS, end of year | 3,565 | 15,859 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Unpaid offering costs | 0 | 1,356 |
Cash payments for income taxes | 0 | 3 |
Non-cash consideration for Catheter acquisition | 72,544 | 0 |
Conversion of Series A Convertible Preferred Stock for common stock | 1 | 0 |
Cash payments for interest | $ 204 | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Nature of Operations | Note 1. Organization and Nature of Operations The Company Catheter Precision Inc. (formerly known as Ra Medical Systems, Inc.) ("Catheter" or the "Company or "Legacy RA Medical"), was incorporated in Delaware in July 2018. Catheter was initially formed to develop, commercialize and market its advanced excimer laser-based platform for use in the treatment of vascular and dermatological immune-mediated inflammatory diseases. On January 9, 2023, Catheter entered into the Amended and Restated Agreement and Plan of Merger, or the "Merger Agreement", with Catheter Precision, Inc., or “Old Catheter”, a privately-held Delaware corporation. Under the terms of the Merger Agreement, Old Catheter became a wholly owned subsidiary of Catheter, together referred to as the Company, in a stock-for-stock merger transaction, or the "Merger". After the Merger and looking forward, the legacy Destruction of Arteriosclerotic Blockages by laser Radiation Ablation laser and single-use catheter, together referred to as "DABRA," related assets were no longer used and Catheter’s legacy lines of business were discontinued, but instead the Company has shifted the focus of its operations to Old Catheter’s product lines. Accordingly, the Company’s current activities primarily relate to Old Catheter’s historical business which comprises the design, manufacture and sale of new and innovative medical technologies primarily focused in the field of cardiac electrophysiology, or EP. The Company’s primary product is the View into Ventricular Onset System (“VIVO” or “VIVO System”) which is a non-invasive imaging system that offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to EP procedures. The VIVO system has achieved a CE Mark allowing it to be commercialized in the European Union and has been placed at several hospitals in Europe. United States Food and Drug Administration ("FDA") 510(K) clearance in the United States was received and the Company began a limited commercial release of VIVO in 2021. The Company’s newest product, Surgical Vessel Closing Pressure Device ("LockeT"), is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure and is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. In addition, LockeT is a sterile, Class I product that was registered with the FDA in February 2023, at which time initial shipments began to distributors. Clinical studies for LockeT began during the quarter ended September 30, 2023. These studies are planned to show the product’s effectiveness and benefits, including faster wound closure, earlier ambulation, potentially leading to early hospital discharge, and cost benefits. This information is intended to provide crucial data for marketing and to expand the Company's indications for use with the FDA. The Company’s product portfolio also includes the Amigo ® Prior to the Merger, Catheter developed an advanced excimer laser-based platform for use in the treatment of vascular immune-mediated inflammatory diseases. DABRA was developed as a tool in the treatment of Peripheral Artery Disease which commonly occurs in the legs. The Company has ceased marketing DABRA. Effective June 6, 2022, the Company’s board of directors approved a staggered reduction in force (“RIF”). On September 2, 2022, the Company completed the RIF. The purpose of the RIF was to preserve capital with the goal of maximizing the opportunities available to the Company in furtherance of the board of directors’ review of strategic alternatives. As a result of the RIF, the Company paused all engineering and manufacturing activities during the third quarter of 2022 for its legacy DABRA Products. Going Concern As of December 31, 2023, the Company had cash and cash equivalents of approximately $3.6 million. For the year ended December 31, 2023, the Company used $20.6 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2023, the Company had an accumulated deficit of approximately $275.7 million. Management expects operating losses and negative cash flows to continue for the foreseeable future as the Company invests in its commercial capabilities. Additional costs associated with the Merger paid during the years ended December 31, 2023 and 2022, respectively, have substantially depleted the Company’s cash. Following the Merger with Old Catheter, management further reduced staff and other costs while assuming the operating costs of Old Catheter. Of the Company’s cash flows used in operating activities of $20.6 million, a portion of them are cash outflows related to the Merger and are non-recurring in nature. Specifically, the Company paid approximately $5.0 million in settlement costs that had been accrued as of December 31, 2022. Management will continue to monitor its operating costs and seek to reduce its current liabilities. Such actions may impair its ability to proceed with certain strategic activities. In January 2023, the Company raised gross proceeds of $1.3 million from a 2023 Warrant Repricing (as defined in Note 13, Equity Offerings) and, in March 2023, the Company completed a Private Placement and raised gross proceeds of $8.0 million (see Note 13, Equity Offerings). If expected revenues are not adequate to fund planned expenditures, or if the Company is unsuccessful at raising cash through future capital transactions, it may be required to reduce its spending rate to align with expected revenue levels and cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result of these factors, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date the consolidated financial statements are issued. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and Old Catheter. All intercompany transactions have been eliminated in consolidation. The financial results of Old Catheter are included in the consolidated financial statements from the date of completion of the Merger to December 31, 2023. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification ("ASC"). Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s consolidated financial statements are based upon a number of estimates including, but not limited to, the accounting for the Old Catheter business combination (see Note 3, Business Combination), allowance for credit losses, evaluation of impairment of long-lived assets and goodwill, valuation of long-lived assets and their associated estimated useful lives, reserves for warranty costs, fair value of royalties payable, evaluation of probable loss contingencies, fair value of preferred stock and warrants issued, and the fair value of equity awards granted. Reclassifications Certain reclassifications have been made to the financial statements for the nine months ended September 30, 2023 to conform to the current period financial statement presentation. Certain regulatory costs of $0.1 million for the nine months ended September 30, 2023, that were previously classified in research and development expenses were reclassified to selling, general and administrative expenses in the consolidated statements of operations. Concentrations of Credit Risk The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash equivalents represent highly liquid investments with maturities of 90 days or less at the date of purchase. Credit risk related to cash and cash equivalents is based on the creditworthiness of the financial institutions at which these funds are held. The Company has cash balances at financial institutions which throughout the year may exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. To reduce its risk associated with the failure of any such financial institution, the Company evaluates the rating of the financial institution in which it holds deposits. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. Currently, the Company is reviewing its bank relationships in order to mitigate its risk to ensure that its exposure is limited or reduced to the Federal Deposit Insurance Corporation protection limits. The Company extends credit to customers in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the consolidated financial statements. The Company does not require collateral from its customers to secure accounts receivable. The Company had three customers that represented more than 10% of the Company’s consolidated revenue as of December 31, 2023. The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other hedging arrangements. Segment Reporting The Company operates in one business segment, which is the marketing, sales and development of medical technologies focused in the field of cardiac electrophysiology. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents primarily represent funds invested in readily available checking and money market accounts. The Company maintains deposits in financial institutions in excess of federally insured limits of $250,000, in the amount of $3.1 million at December 31, 2023. Fair Value Measurements Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to identify inputs used in measuring fair value as follows: Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Cash equivalents, prepaid expenses, trade accounts receivable, accounts payable, and accrued expenses are reported on the consolidated balance sheets at carrying value which approximates fair value due to the short-term maturities of these instruments. The following table details the fair value measurements within the fair value hierarchy of the Company’s financial instruments: Fair value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Mutual Fund $ 3,397 $ 3,397 $ — $ — Money Market fund 10 10 — — Total assets $ 3,407 $ 3,407 $ — $ — Liabilities Royalties payable $ 6,974 $ — $ — $ 6,974 Total liabilities $ 6,974 $ — $ — $ 6,974 The royalties payable have unobservable inputs that are not supported by any market data. As such the Company developed its own assumptions and identified the inputs as level 3. The revenue adjusted discount rate (“RADR”) was calculated using a weighted average cost of capital (“WACC”) approach for the level 3 measurement. The RADR considers the WACC from the Company’s impairment analysis and adjusts certain inputs to represent the risk profile of the revenue. Under the cost of equity section, the risk-free rate has changed to be commensurate with the royalties payable term. Additionally, the Beta and Company Specific Risk Premium have been adjusted to Revenue Beta and Revenue Specific Risk Premium, respectively. This adjustment was calculated by multiplying the respective metric by the quotient of equity volatility over revenue volatility. The remaining inputs from the Impairment WACC have remained unchanged. Fair value at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Certificate of Deposit $ 300 $ 300 $ — $ — Money Market fund 1,436 1,436 — — Total assets $ 1,736 $ 1,736 $ — $ — Financial Instruments — Credit Losses (ASU 2016-13) In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses There was no impact of applying the CECL methodology upon adoption effective on January 1, 2020. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on three portfolio segments: Hospitals – United States, Hospitals – Europe, and Distributors. The determination of portfolio segments is based primarily on the customers’ industry and geographical location. Our quantitative allowance for credit loss estimates under CECL was determined using the method that uses an aging schedule. The Company also considers qualitative adjustments that may relate to unique risks, changes in current economic conditions that may not be reflected in quantitatively derived results, or other relevant factors to further inform our estimate of the allowance for credit losses. Accounts Receivable and Allowances for Doubtful Accounts Trade accounts receivable are recorded at invoiced amounts, net of allowance for credit losses, if applicable, and are unsecured and do not bear interest. The allowance for doubtful accounts is based on the probability of future collection under the current expected credited loss impairment model under CECL, which was adopted by the Company on January 1, 2020. Under the CECL impairment model, the Company determines its allowance by applying the method based on an aging schedule. The Company also considers reasonable and supportable current information in determining its estimated loss rates, such as external forecasts, macroeconomic trends or other factors including customers’ credit risk and historical loss experience. The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to bad debt expense in the period incurred. Accounts receivable consists of the following: December 31, 2023 December 31, 2022 Trade accounts receivable $ 137 $ 152 Less: Reserve for expected credit losses — (152 ) Accounts receivable, net - balance at end of period $ 137 $ — Inventories Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventories. The Company reduced the carrying value of inventories for those items that were potentially excess, obsolete or slow-moving based on changes in customer demand, technological developments or other economic factors. Property and Equipment Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2-5 years Computer hardware and software 2-5 years VIVO DEMO/Clinical Systems 2 years Furniture and fixtures 5 years Leasehold improvements are depreciated over the shorter of the useful life of the leasehold improvement or the term of the underlying property’s lease. The Company periodically reviews the residual values and estimated useful lives of each class of its property and equipment for ongoing reasonableness, considering long-term views on its intended use of each class of property and equipment and the planned level of improvements to maintain and enhance assets within those classes. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the account balances and any resulting gain or loss is recognized in income for the period. The cost of repairs and maintenance is expensed as incurred, whereas significant betterments are capitalized. Impairment of Long-Lived Assets In accordance with ASC 360, Impairment and Disposals of Long-lived Assets, As a result of the sustained decline of the Company's stock price from the date of the Merger, the Company assesses its long-lived assets for impairment. To determine whether the carrying amount of the long-lived asset group is recoverable, the Company determined the estimated future cash flows of the group for a period consistent with that of the primary assets of the group. The sum of the undiscounted cash flows was then compared to the carrying amount of the long-lived assets, as of December 31, 2023. The Company concluded there was no impairment as of December 31, 2023. Due to the Company’s RIF and the decision to discontinue enrollment of patients in its DABRA related of DABRA Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs a multi-step impairment test. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting units using a combination of an income and market approach. To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions require significant judgment. Pursuant to ASU 2017-04, Simplifying the Test for Goodwill Impairment Royalties Payable The Company is obligated to pay royalties under various royalty agreements Old Cather had entered into. On January 9, 2023, prior to the consummation of the Merger, Old Catheter entered in an agreement with its Convertible Promissory Noteholders (“Noteholders”), which substantially consisted of amounts due to David A. Jenkins, previously Old Catheter's Chairman of the Board of Directors prior to the Merger, and, currently, the Company’s Executive Chairman of the Board of Directors and Chief Executive Officer, to forgive all accrued interest and future interest expense in exchange for a future royalty right. The Company will pay to the Noteholders a total royalty equal to approximately 12% of net sales of LockeT, commencing upon the first commercial sale, through December 31, 2035. In addition, Old Catheter had entered into an agreement with the inventor of LockeT in exchange for the assignment and all rights to LockeT, Pursuant to the agreement, the Company will pay a 5% royalty on net sales up to $1 million in royalties. After $1 million has been paid, and if, and only if, a U.S. patent is granted by the United States Patent and Trademark Office, then the Company will continue to pay a royalty at a rate of 2% of LockeT net sales, until total cumulative royalties of $10 million have been paid (see Note 10, Royalties Payable). During 2006 and 2007, Old Catheter entered into two investment grant agreements with a non-profit foundation for the purpose of funding the initial development of Old Catheter's AMIGO System. The agreement calls for the payment to the foundation, upon successful commercialization of the AMIGO System (see Note 10, Royalties Payable). As of the date of the Merger, the royalties payable had an estimated fair value of approximately $14.2 million. As of December 31, 2023, the royalties payable had an estimated fair value of $7.0 million. At each reporting period, the fair value is calculated using a discounted cash flow method utilizing a RADR which was 24.1% as of January 9, 2023 and 28.0% as of December 31, 2023. Product Warranty The Company’s current products are warrantied against defects in material and workmanship when properly used for their intended purpose and properly maintained. Similarly, the DABRA products were warrantied against defects in material and workmanship when properly used for their intended purpose and appropriately maintained. Accordingly, the Company generally replaced catheters that kinked or failed to calibrate. The product warranty liability was determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor. The product warranty liability also includes the estimated costs of a product recall. The warranty accrual is included in accrued expenses in the accompanying consolidated balance sheets. Warranty expenses are included in cost of revenues in the accompanying consolidated statements of operations. Changes in estimates to previously established warranty accruals resulted from current period updates to assumptions regarding repair and product recall costs and are included in current period warranty expense. Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet. The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Revenue Recognition The Company applies the provisions of FASB ASC Topic 606, Revenue from Contracts with Customers The Company measures revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised goods. To achieve this core principal, the Company applies the following five steps: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation The Company’s primary product in 2023 was the VIVO System. The VIVO System offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies. In addition to the VIVO System, customers are provided with VIVO Positioning Patch Sets, which are custom patches, that are used in conjunction with the VIVO System to complete the intended output of the VIVO System. The delivery of the VIVO System, including the VIVO Positioning Patch Sets represents the Company’s primary performance obligation. The Company recognizes revenue upon the delivery of the VIVO system. The Company also provides customers with the option to pay for software upgrades in advance at the time of the contract's inception. Software upgrades are stand-ready services, whereby the Company will provide software upgrade services to the customer when and as upgrades are available. Terms of the period covered by the payment of software upgrades in advance can range from one year to multiple years. Customers have the option to renew terms covered by software upgrades at the end of each term. The stand-ready software upgrades represent the Company's second separate performance obligation and revenue is recognized over the term of the period. The Company invoices the customers after physical possession and control of the VIVO System is transferred to the customer and recognizes revenue upon delivery. The timing of payment for the corresponding invoices is dependent upon the credit terms identified in each contract. The Company invoices customers who pay for software upgrades in advance in conjunction with the invoice for the delivery of the VIVO System, and subsequent renewals of software upgrades are invoiced at the inception of the term. Revenue for these stand-ready services is recognized evenly over the term of the upgrade period, consistently with similar stand-ready services under ASC 606. Similar to the delivery of the VIVO System, the timing of payment for the corresponding invoices is dependent upon the credit terms identified in each contract. The Company has elected the practical expedient to expense costs to obtain a contract, as incurred, as opposed to recognizing the cost as an asset upon occurrence. Disaggregation of Revenue The following table summarizes disaggregated product sales by geographic area ($ in thousands): Year Ended December 31, 2023 2022 Product Sales US $ 331 $ 14 Europe 111 — $ 442 $ 14 Shipping and Handling Costs Shipping and handling costs charged to customers are included in net product sales, while all other shipping and handling costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Advertising and Marketing Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Advertising costs were $95 thousand during the year ended December 31, 2023. Advertising costs were immaterial during the year ended December 31, 2022. Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs as selling, general and administrative expenses in the accompanying consolidated statements of operations. Research and Development Major components of research and development costs include personnel expenses, consulting, supplies and clinical trial expenses. Research and development expenses are charged to operations in the period incurred. Stock-Based Compensation The Company records stock-based compensation expense associated with stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued to employees, members of the Company’s board of directors and consultants in accordance with the authoritative guidance for stock-based compensation. The Company evaluates whether an award should be classified and accounted for as a liability award or equity award for all stock-based compensation awards granted. The cost of an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing valuation model (“Black-Scholes model”) which incorporates various assumptions including expected term, volatility and risk-free interest rate, and is recognized as expense on a straight-line basis over the requisite service period of the award, which is generally the vesting period of the respective award. Share-based compensation for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized, and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. As a result of the Merger, all unvested Old Catheter stock options were subject to accelerated vesting and therefore became fully vested, as of the closing date of the business combination. The Company recognized the fair value of the replacement options as included in consideration transferred to the extent they do not exceed the fair value of the equivalent Old Catheter options. Any incremental fair value was recognized in compensation expense in the post-combination period, with this recognized as a Day 1 expense due to the Old Catheter options becoming fully vested concurrent with the closing of the business combination. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other expense, respectively. Basic and Diluted Net Loss per Share of Common Stock The Company calculates basic net loss per share by dividing net loss by the weighted average number of common shares outstanding during the reporting period. A net loss cannot be diluted so when the Company is in a net loss position, basic and diluted loss per common share are the same. If in the future the Company achieves profitability, the denominator of a diluted earnings per common share calculation will include both the weighted average number of shares outstanding and the number of common stock equivalents, if the inclusion of such common stock equivalents would be dilutive. Anti-dilutive common stock equivalents excluded from the computation of diluted net loss per share include warrants, stock options, non-vested restricted stock awards, restricted stock units, Series A Convertible Preferred Stock, and Series X Convertible Preferred (see Note 12, Net loss per Share). Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed dividends declared. The Company recorded a deemed dividend for the modification of existing warrants and issuance of new warrants during the year ended December 31, 2023 of $0.8 million. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. Recently Announced Accounting Pronouncements In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination | |
Business Combination | Note 3 . Business Combination On January 9, 2023, the Company completed the acquisition of Old Catheter for the purpose of acquiring Old Catheter’s existing and developing product lines based on unique electrophysiology technology. Pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and convertible promissory notes, representing an aggregate principal of $25.2 million, were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock. Additionally, all outstanding stock options to purchase Old Catheter common stock were assumed and converted into options to purchase approximately 753,699 shares of the Company's common stock. The total purchase consideration for the Merger was $72.5 million which represents the sum of the (i) estimated fair value of the 14,649.592 Series X Convertible Preferred Stock issued and (ii) the portion of the estimated fair value of $3.4 million representing the Company stock options issued in replacement of Old Catheter share-based payment awards as required under FASB Topic 805, Business Combinations ("Topic 805") The fair value of the Series X Convertible Preferred Stock includes certain discounts applied to the closing stock price of the Company, on January 9, 2023, of $6.09 per share. The following table summarizes the fair value of the consideration associated with the Merger ($ in thousands): Description Fair Value as of January 9, 2023 Fair value of 14,649.592 Series X convertible preferred stock issued $ 69,140 Fair value of Old Catheter’s fully vested stock options 3,404 Total Purchase Price $ 72,544 The Merger is being accounted for as a business combination in accordance with Topic 805 and the Company has been determined to be the accounting acquirer. The Company allocated the purchase price to the assets acquired and liabilities assumed at fair value. The preliminary purchase price allocation reflects various preliminary fair value estimates and analyses, including certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, liabilities assumed, and goodwill, which were subject to change within the measurement period as preliminary valuations were being finalized (generally one year from the acquisition date). Measurement period adjustments were recorded in the reporting period in which the estimates are finalized, and adjustment amounts were determined. During the three months ended June 30, 2023, the Company recorded measurement period adjustments based on changes to certain estimates and assumptions and their related impact to the purchase price allocation. Developed technology was revised from $35.1 million to $27.0 million; trademarks were revised from $1.7 million to $1.3 million; customer relationships were revised from $220 thousand to $62 thousand; goodwill was revised from $56.0 million to $60.9 million; and royalties payable were revised from $7.6 million to $14.2 million. The following table summarizes the final purchase price allocations relating to the Merger ($ in thousands): Description Fair Value Assets acquired: Cash and cash equivalents $ 15 Accounts receivable 71 Inventories 52 Prepaid expenses and other current assets 23 Property and equipment, net 26 Lease right-of-use assets 119 Other assets 8 Developed technology 27,014 Customer relationships 62 Trademarks 1,285 Goodwill 60,934 Total assets acquired $ 89,609 Liabilities assumed: Accounts payable $ 922 Accrued expenses 1,389 Lease liability 124 Interest payable 198 Convertible promissory notes 250 Royalties payable 14,182 Total liabilities assumed 17,065 Total purchase price $ 72,544 All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values and estimated useful lives are as follows: Intangible Assets Estimated Fair Value Estimated Useful Life Developed technology- VIVO $ 8,244 15 Developed technology- LockeT 18,770 14 Customer relationships 62 6 Trademark- VIVO 876 9 Trademark- LockeT 409 9 $ 28,361 Notwithstanding the above, as described in Note 7, management determined that there were indicators of asset impairment during the year ended December 31, 2023, and assessed the carrying values of the Company’s intangible assets and goodwill. As a result, the Company recorded an impairment charge relating to goodwill of $60.9 million during the year ended December 31, 2023. Transaction costs incurred in connection with this business combination amounted to approximately $1.7 million during the year ended December 31, 2023. Pro Forma Financial Information The following table represents the revenue, net loss and net loss per share effect of the acquired company, as reported on a pro forma basis as if the acquisition occurred on January 1, 2022. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of the period presented, nor does the pro forma financial information purport to represent the results of operations for future periods. The following information for the years ended December 31, 2023 and 2022 is presented in thousands except for the per share data ($ in thousands, except per share data): For the Years Ended December 31, 2023 2022 Revenues $ 445 $ 355 Net loss $ (70,742 ) $ (40,652 ) Net loss attributable to common stockholders $ (71,542 ) $ (41,559 ) Basic and diluted net loss per share – on a pro forma basis $ (11.83 ) $ (22.30 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Inventories | Note 4 . Inventories Inventories consisted of the following ($ in thousands): December 31, 2023 2022 Raw materials $ 27 $ — Finished goods 17 — Inventories $ 44 $ — There were no inventory obsolescence charges for the year ended December 31, 2023. Due to the Company's RIF and decision to discontinue enrollment of patients in its DABRA clinical trial, the Company suspended manufacturing activities of DABRA products in June 2022 and disposed of substantially all DABRA related inventories in July 2022, resulting in a write-down of $1.0 million in its inventories to net realizable value. Such expense is included in restructuring and impairment charges in the consolidated statements of operations for the year ended December 31, 2022. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Property and Equipment | Note 5 . Property and Equipment Property and equipment, net consisted of the following ($ in thousands): December 31, 2023 2022 Machinery and equipment $ 16 $ — Computer hardware and software 17 — VIVO DEMO/Clinical Systems 69 — Property and equipment, gross 102 — Accumulated depreciation (32 ) — Property and equipment, net $ 70 $ — Depreciation expense was $32 thousand and $179 thousand for the years ended December 31, 2023 and 2022, respectively. Due to the Company’s decision to discontinue enrollment of patients in its DABRA clinical trial and the RIF, the Company suspended manufacturing activities of DABRA products in June 2022. The Company’s property and equipment was determined to be impaired as of June 30, 2022, resulting in an impairment charge of $1.5 million which was based on the actual cash proceeds received upon the disposal of the property and equipment in July 2022. The impairment charge of $1.5 million is included in restructuring and impairment charges in the consolidated statements of operations for the year ended December 31, 2022. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Intangible Assets | Note 6. Intangible Assets The following table summarizes the Company’s intangible assets as of December 31, 2023 ($ in thousands): Estimated Useful Life in Years Gross Carrying Amount at January 9, 2023 Accumulated Amortization Net Book Value at December 31, 2023 Developed technology ‐ VIVO 15 $ 8,244 $ (550 ) $ 7,694 Developed technology ‐ LockeT 14 18,770 (1,341 ) 17,429 Customer relationships 6 62 (10 ) 52 Trademarks/trade names ‐ VIVO 9 876 (97 ) 779 Trademarks/trade names ‐ LockeT 9 409 (45 ) 364 $ 28,361 $ (2,043 ) $ 26,318 As of December 31, 2022 the Company did not have any intangible assets. The estimated future amortization expense for the next five years and thereafter is as follows ($ in thousands): Years ending December 31, Future Amortization Expense 2024 $ 2,043 2025 2,043 2026 2,043 2027 2,043 2028 2,043 Thereafter 16,103 Total $ 26,318 The Company uses the straight-line method to determine the amortization expense for its definite lived intangible assets. Amortization expense, included within selling, general and administrative expenses, relating to the purchased intangible assets was $2.0 million and $0 for the years ended December 31, 2023 and 2022, respectively. The weighted average remaining amortization period for the Company’s intangible assets as of December 31, 2023, is 13.06 years. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill | |
Goodwill | Note 7 . Goodwill In connection with the Merger, the excess of the purchase price over the estimated fair value of the net assets assumed of $60.9 million was recognized as goodwill. The Company tests Goodwill for impairment at the reporting unit level annually in the fourth quarter or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. Due to a sustained decrease in the Company’s share price during the quarters ended March 31, 2023 and June 30, 2023, the Company concluded that, in accordance with ASC 350, a triggering event occurred indicating that potential impairment exists and required the Company to assess if impairment exists as of March 31, 2023 and June 30, 2023. In accordance with ASC 350, the Company performed a quantitative goodwill impairment test, which resulted in the carrying amount of the reporting unit exceeding the estimated fair value of the reporting unit, indicating that the goodwill of the reporting unit was impaired. The Company utilized a combination of an income and market approach to assess the fair value of the reporting unit. The income approach considered the discounted cash flow model, considering projected future cash flows (including timing and profitability), discount rate reflecting the risk inherent in future cash flows, perpetual growth rate, and projected future economic and market conditions. The guideline public company market approach considered marketplace earnings multiples from within a peer public company group. As of December 31, 2023, cumulative goodwill impairment charges of $60.9 million were incurred related to the Company’s single reporting unit. The following is a roll forward of goodwill as of December 31, 2023 ($ in thousands): Balance at beginning of year $ — Goodwill recognized in connection with the Merger (Note 3) 60,934 Impairment charge (60,934 ) Balance at end of year $ — |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses | |
Accrued Expenses | Note 8 . Accrued Expenses Accrued expenses consisted of the following ($ in thousands): December 31, 2023 2022 Legal expenses $ 102 $ 195 DOJ settlement — 5,000 Offering costs 1,356 1,356 Compensation and related benefits 43 369 Warranty expenses — 192 Other accrued expenses 232 372 Accrued expenses $ 1,733 $ 7,484 Activity in the product warranty accrual is included in accrued expenses in the consolidated balance sheets and consisted of the following ($ in thousands): Year Ended December 31, 2023 2022 Balance at beginning of year $ 192 $ 195 Claims satisfied — (3 ) Removal of accrued warranty (192 ) — Balance at end of year $ — $ 192 The warranty relates to the voluntary recall of DABRA catheters, which was initiated in September 2019. The recall was closed by the FDA in July 2023 and no claims have been submitted in approximately 2 years. As such, the Company derecognized the warranty liability as of December 31, 2023. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable | |
Notes Payable | Note 9. Notes Payable The Company purchased director and officer liability insurance coverage on October 16, 2023 for $447 thousand. A down payment of $157 thousand was made and the remaining balance of $291 thousand was financed over 8 months through a short-term financing arrangement with its insurance carrier. The interest rate on the loan is 8.990%. Interest expense on this loan for the year ended December 31, 2023 was $6 thousand. The loan balance as of December 31, 2023 was $184 thousand. |
Royalties Payable
Royalties Payable | 12 Months Ended |
Dec. 31, 2023 | |
Royalties Payable | |
Royalties Payable | Note 10. Royalties Payabl e LockeT Royalty On January 9, 2023 Old Catheter entered into an agreement with the Noteholders to forgive all accrued interest and future interest expense in exchange for a future royalty right. Under these agreements, the Company is obligated to pay the Noteholders a total royalty equal to approximately 12% of net sales of its LockeT device, commencing upon the first commercial sale, through December 31, 2035. The remaining accrued interest for the note not converted at closing of the Merger was paid on February 9, 2023. An additional royalty will be paid to the inventor of the LockeT device. In exchange for the assignment and all rights to LockeT, the Company will pay a 5% royalty on net sales up to $1.0 million in royalties, payable annually in arrears, starting with the year ending December 31, 2022. After $1.0 million has been paid, and if, and only if, a US patent is granted by the United States Patent and Trademark Office, the Company will continue to pay a royalty at a rate of 2% of net sales, until total cumulative royalties of $10.0 million have been paid. The royalty payments will apply to revenues through February 29, 2032, then will terminate regardless of whether the full $10.0 million has been paid. AMIGO System Royalty During 2006 and 2007, Old Catheter entered into two investment grant agreements with a non-profit foundation for the purpose of funding the initial development of Old Catheter's AMIGO System, receiving a total of $1.6 million from the foundation. The agreement calls for the payment of the following sales-based royalties, by Old Catheter, to the foundation, upon successful commercialization of the AMIGO System: Royalty Percentage Until Royalty Payment Reaches a Total of 4% $ 1,589,500 2% $ 3,179,000 1% In perpetuity The Company is not actively marketing and selling the AMIGO System. There was no royalty expense recorded for the years ended December 31, 2023 and 2022 in relation to the AMIGO System. The AMIGO System royalty has been earned and payment has been deferred to a future date. The table below represents the change in fair value of level 3 royalties payable for the year ended December 31, 2023. See Note 2, Summary of Significant Accounting Policies, for valuation techniques. Balance at beginning of year $ — AMIGO royalty payable recognized in connection with the Merger 160 LockeT royalty payable recognized in connection with the Merger 14,022 Change in fair value of royalties payable (7,208 ) Balance at end of year $ 6,974 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 11. Leases For the years ended December 31, 2023 and 2022, operating lease expense was $94 thousand and $365 thousand, respectively, and cash paid was $95 thousand and $360 thousand, respectively. Variable costs were insignificant for the years ended December 31, 2023 and 2022. The Company's lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies with similar credit ratings and of comparable quality and derived an imputed rate, which was used in a portfolio approach to discount its real estate lease liabilities. Management used an estimated incremental borrowing rate as detailed below for each lease. Lease Terms and Discount Rate The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases, as of December 31, 2023: Weighted average remaining lease term (in years) - operating leases 2.05 Weighted average discount rate - operating leases 8.56 % California Operating Lease The Company had an operating lease for office and manufacturing space which required it to pay base rent and certain utilities. Monthly rent expense was recognized on a straight-line basis over the term of the lease which was set to expire in 2027. The operating lease was included on the consolidated balance sheets at the present value of the lease payments at a 7% discount rate which approximates the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment, as the lease did not provide an implicit rate. On October 24, 2022, the Company entered into a lease termination agreement (the “Lease Termination Agreement”) with the landlord, pursuant to which it terminated the lease agreement for its office and manufacturing space in Carlsbad, California, effective October 28, 2022. In accordance with the terms of the Lease Termination Agreement, the Company agreed to (i) release its right to the security deposit of approximately $36 thousand previously paid to the landlord and (ii) pay a $0.3 million lease termination fee to the landlord. As a result of the Lease Termination Agreement, the Company wrote off its operating lease right-of-use asset, operating lease liability and security deposit, resulting in a non-cash gain of approximately $0.1 million. The lease termination fee of $0.3 million was paid on October 31, 2022. South Carolina Office Lease Agreement On September 27, 2022, Old Catheter entered into a lease agreement for office space located in Fort Mill, South Carolina. The space is used for office and general use. The term of the lease began on October 1, 2022, is 38 months, and includes two months of free rental from the commencement date of the lease. The lease contains two separate 36 month renewal periods, which require 180 days notice of the Company's intention to exercise. As of the date of these consolidated financial statements, the Company does not intend to exercise either of the two extension options. Total rent is $3,435 per month for the first ten months following the two months of free rent, with annual increases on the anniversary of the effective date. The Company has adopted the practical expedient under Topic 842, which permits the Company to account for each separate lease component of a contract and its associated non-lease components as a single lease payment. As a result, beginning at lease inception on October 1, 2022, the Company will recognize both the lease payments and associated common area maintenance payments as a single lease payment. The Company estimated an incremental borrowing rate of 11.09% for this lease agreement. New Jersey Office Lease Agreement On December 7, 2022, Old Catheter entered into a lease agreement for office space located in Augusta, New Jersey. The space is used for office and general use. The term of the lease is 24 months and began on January 1, 2023. The lease contains one 24 month renewal period, which requires 9 months’ notice if the Company intends to exercise. As of the date of the consolidated financial statements, the Company does not intend to exercise the extension option. Total rent is $1,207 per month throughout the term of the lease agreement. The Company estimated an incremental borrowing rate of 10% for this lease agreement. Park City Office Lease Agreement On March 19, 2023, the Company entered into a lease agreement for office space located in Park City, Utah. The space is used for office and general use. The term of the lease is for 36 months and began on May 1, 2023. The lease contains one 36 month renewal period, which requires 180 days’ notice of the Company's intention to exercise. As of the date of these consolidated financial statements, the Company does not intend to exercise the extension option. Total rent is $3,200 per month for the first year with an annual increase of three percent per year on the anniversary of the effective date. The Company estimated an incremental borrowing rate of 6% for this lease agreement. Future lease payments for all lease obligations for the following five fiscal years and thereafter are as follows ($ in thousands): Years ending December 31: Operating Lease 2024 $ 96 2025 81 2026 14 Total minimum lease payments 191 Less effects of discounting (3 ) Present value of future minimum lease payments $ 188 Lease right-of-use lease assets and lease liabilities for the Company's operating leases were recorded in the consolidated balance sheets as follows ($ in thousands): December 31, 2023 2022 Assets Lease right-of-use assets $ 179 $ — Total lease assets $ 179 $ — Liabilities Current liabilities: Lease liabilities - current portion $ 91 $ — Non-current liabilities: Lease liabilities - net of current portion 97 — Total lease liabilities $ 188 $ — |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss per Share | |
Net Loss per Share | Note 12 . Net Loss per Share The Company’s outstanding warrants to purchase common stock have participation rights to any dividends that may be declared in the future and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, no loss is allocated to the participating securities since the holders have no contractual obligation to share in the losses of the Company. Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at December 31, 2023 consisted of Series A convertible preferred stock of 4,578 shares, Series X Convertible Preferred Stock of 12,656 shares, warrants of 11,042,137, stock options of 214,652, and no restricted stock awards or restricted stock units. Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at December 31, 2022 consisted of warrants of 1,150,658, stock options of 990, restricted stock awards of 948, restricted stock units of 61 and no shares under the Employee Stock Purchase Plan. Net loss attributable to common stockholders consists of net loss, as adjusted for deemed dividends. The Company recorded a deemed dividend for the modification of existing warrants and issuance of the Series E warrants (see Note 13, Equity Offerings) of $0.8 million, during the year ended December 31, 2023. |
Equity Offerings
Equity Offerings | 12 Months Ended |
Dec. 31, 2023 | |
Equity Offerings | |
Equity Offerings | Note 13. Equity Offerings Public Offering On February 8, 2022, the Company completed an offering (the "2022 Offering") in which it issued and sold (i) 190,700 shares of common stock, (ii) 480,052 warrants to purchase one share of common stock at an exercise price of $25.00 that were immediately exercisable and expired one year from the date of issuance, or Series A warrants, and (iii) 480,052 warrants to purchase one share of common stock at an exercise price of $25.00 that were immediately exercisable and expire seven years from the date of issuance, or Series B warrants, and (iv) 289,352 pre-funded warrants to purchase one share of common stock at an exercise price of $0.005 per share that were immediately exercisable and expire twenty years from the date of issuance. In addition, the Company granted the underwriters of the 2022 Offering a 45-day option (the “Overallotment Option”) to purchase up to (i) 72,000 additional shares of common stock, (ii) 72,000 additional Series A warrants and/or (iii) 72,000 additional Series B warrants, solely to cover overallotments. The Series A warrants and Series B warrants were valued at approximately $4.2 million and $7.4 million, respectively, for a total of $11.6 million using the Black-Scholes model based on the following assumptions: Series A Series B Risk-free interest rate 0.91 % 1.93 % Volatility 131.07 % 85.38 % Expected dividend yield 0.00 % 0.00 % Expected life (in years) 1.0 7.0 Pursuant to the exercise of the Overallotment Option in February 2022, the Company issued 24,902 shares of common stock, 72,000 Series A warrants and 72,000 Series B warrants, net of underwriting discounts. On various dates in February 2022 and March 2022, the Company issued 289,352 shares of common stock upon the exercise of all of the pre-funded warrants issued in the 2022 Offering. In addition, in March 2022, the Company issued 1,000 shares of common stock in connection with the exercise of 500 each of Series A warrants and Series B warrants issued in the 2022 Offering. In July 2022, the Company issued 800 shares of common stock in connection with the exercise of 800 Series A warrants issued in the 2022 Offering. Net proceeds received from the 2022 Offering were approximately $11.5 million, after deducting underwriter commissions and fees withheld of approximately $1.1 million. In addition, the Company incurred offering expenses paid or payable of $1.8 million. The Company entered into an agreement with a former placement agent that, subject to satisfaction of the requirements contained therein, called for a cash tail fee payable based on capital raised from certain investors for a definitive time following the expiration of the agreement. The accrued cash tail fee of approximately $0.9 million related to the 2022 Offering is included in accrued expenses in the consolidated balance sheet as of December 31, 2022. Additionally, the agreement called for the issuance of a warrant to purchase approximately 33,000 shares of common stock at an exercise price of $31.25 per share. Such warrant would be immediately exercisable and expire five years from the date issued. This warrant was originally valued at approximately $0.4 million on the date of the 2022 Offering using the Black-Scholes model based on the following assumptions: expected volatility of 93.25%, risk-free interest rate of 1.81%, expected dividend yield of 0% and an expected term of 5 years. On the date of the 2022 Warrant Repricing (as defined below), this warrant was revalued at approximately $0.4 million using the Black-Scholes model based on the following assumptions: expected volatility of 98.9%, risk-free interest rate of 2.87%, expected dividend yield of 0% and an expected term of 4.6 years. This warrant has not been issued by the Company as of the date of this Annual Report. 2022 Warrant Repricing On July 22, 2022, the Company reduced the exercise price of all outstanding warrants, consisting of Series A warrants and Series B warrants, that were issued in the public offering on February 8, 2022 (the "2022 Offering") from $25.00 per share to $14.00 per share (the “2022 Warrant Repricing”). Following the 2022 Warrant Repricing, the Company entered into warrant inducement offer letters (the “2022 Inducement Letters”) with certain investors. In response to the 2022 Inducement Letters, investors exercised approximately 0.4 million Series A warrants and no Series B warrants. Investors who exercised their Series A warrants received Series C warrants to purchase 100% of the shares exercised pursuant to the Series A warrants. The Series C warrants have an exercise price of $14.00, are immediately exercisable and expire in five years. The Company received net proceeds of approximately $4.9 million from the exercises of the Series A warrants, after deducting underwriter commissions and fees withheld of $0.6 million and other offering expenses paid or payable of $0.7 million. The 2022 Warrant Repricing resulted in an immediate and incremental increase of approximately $2.3 million in the estimated fair value of the Series A warrants and Series B warrants issued in the 2022 Offering. The Series A warrants and Series B warrants were valued on the date of the 2022 Warrant Repricing using the Black-Scholes model based on the following assumptions: Series A Series B Risk-free interest rate 2.97 % 2.85 % Volatility 137.87 % 90.44 % Expected dividend yield 0.00 % 0.00 % Expected life (in years) 0.6 6.6 The Series C warrants were valued on the date of the 2022 Warrant Repricing at approximately $2.3 million using the Black-Scholes model based on the following assumptions: Risk-free interest rate 2.87 % Volatility 96.70 % Expected dividend yield 0.00 % Expected life (in years) 5.0 The Company entered into an agreement with a former placement agent that, subject to satisfaction of the requirements contained therein, called for a cash tail fee payable based on capital raised from certain investors for a definitive time following the expiration of the agreement. The accrued cash tail fee of approximately $0.5 million related to the 2022 Warrant Repricing is included in accrued expenses in the consolidated balance sheet as of December 31, 2022. Additionally, the agreement called for the issuance of a warrant to purchase approximately 31,000 shares of common stock with an exercise price of $17.50 per share, expiring five years from the date issued. This warrant was valued at approximately $0.2 million on the 2022 Warrant Repricing date using the Black-Scholes model based on the following assumptions: expected volatility of 96.7%, risk-free interest rate of 2.87%, expected dividend yield of 0% and an expected term of 5.0 years. This warrant has not been issued by the Company as of the date of this Annual Report. At-The-Market Sales Agreement On September 2, 2022, the Company entered into the At-The-Market Sales Agreement (the “ATM Agreement”) under which the Company could sell its common stock from time to time having an aggregate offering price of up to $7.6 million. The Company completed the sale of 1,071,240 shares of common stock under the ATM Agreement on October 7, 2022, at a weighted average price of $7.09 per share, resulting in net proceeds of approximately $7.4 million, after offering fees withheld of approximately $0.2 million. Warrant Inducement Offer On January 9, 2023, the Company reduced the exercise price of certain existing warrants (the "Existing Warrants"), exercisable for 331,608 shares of the Company’s common stock held by a certain investor (the “Investor”), with exercise prices ranging from $14.00 to $526.50 per share to $4.00 per share (the "2023 Warrant Repricing"). In connection with the 2023 Warrant Repricing, the Company entered into a warrant inducement offer letter (the "2023 Inducement Letter") with the Investor pursuant to which it would exercise up to all of the 331,608 Existing Warrants (the "Inducement Offer"). In consideration for exercising the Existing Warrants pursuant to the terms of the 2023 Inducement Letter, the Company received approximately $1.3 million in gross proceeds. The Company paid the placement agent aggregate cash fees of approximately $0.2 million related to the Inducement Offer which represented 8.0% of the gross proceeds received from the Inducement Offer plus other offering costs resulting in net proceeds to the Company of $1.1 million. In consideration for exercising the Existing Warrants pursuant to the terms of the 2023 Inducement Letter, the Company issued the Investor a new Series E common stock purchase warrant, or Series E Warrant (the "Series E Warrant"), to purchase 331,608 shares of common stock at an exercise price of $4.00 per share. The Series E Warrant is exercisable for five years from the date of stockholder approval. Exercise of the Series E Warrant in full was subject to approval of the Company's stockholders other than the Investor, which was obtained at a special meeting of the Company’s stockholders held on March 21, 2023 (the “Stockholders’ Meeting”). The incremental fair value of the repriced warrants amounted to $0.3 million and the fair value of Series E warrant totaled $1.9 million. The relative fair value of such amounts were recorded to additional paid-in capital concurrent with the exercise of the Existing Warrants. As a result of the 2023 Warrant Repricing and Inducement Offer, the Company presents a deemed dividend for the modification of Existing Warrants and issuance of the Series E Warrants of $0.8 million during the year ended December 31, 2023. The deemed dividend was included in net loss attributable to common stockholders in the calculation of net loss per share in the consolidated statements of operations. The warrants, other than the Series E Warrants which are presented in a separate table below, were valued on the date of the 2023 Warrant Repricing using the Black-Scholes model based on the following assumptions: 5/22/2020 Raise 8/3/20 Raise Series B Series C Risk-free interest rate 4.06 % 4.06 % 3.60 % 3.66 % Volatility 135.35 % 132.55 % 115.42 % 127.65 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected life (in years) 2.4 2.6 6.5 4.5 The Series E warrants were also valued on the date of the 2023 Warrant Repricing at approximately $1.9 million using the Black-Scholes model based on the following assumptions: Risk-free interest rate 3.66 % Volatility 124.07 % Expected dividend yield 0.00 % Expected life (in years) 5.0 Private Placement On January 9, 2023, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) for a private placement (“Private Placement”), with the Investor. Pursuant to the Securities Purchase Agreement, the Investor agreed to purchase, for an aggregate purchase price of approximately $8.0 million, (a) Class A units at a price that was the lower of $3.00 per unit and 90% of the 5 day volume weighted average price of the Company’s common stock immediately prior to obtainment of the approval of the Company’s stockholders of conversion of the PIPE Preferred Stock and PIPE Warrants (as each are defined below), each consisting of one share of common stock, one Series F common stock purchase warrant, or Series F Warrant, and one Series G common stock purchase warrant, or Series G Warrant, and together with the Series F Warrants (the “PIPE Warrants”) and (b) Class B units at a price of $1,000 per unit, each consisting of one share of a new series of the Company’s preferred stock, designated as Series A Convertible Preferred Stock (the “PIPE Preferred Stock”), par value $0.0001, and one Series F Warrant and one Series G Warrant for each share of the Company’s common stock underlying the PIPE Preferred Stock (each share of which is convertible into a number of shares of the Company’s common stock equal to $1,000 divided by the lower of $3.00 and 90% of the 5 day volume weighted average closing price of the Company’s common stock immediately prior to the obtainment of the approval of the Company’s stockholders of conversion of the PIPE Preferred Stock and PIPE Warrants, or the Preferred Conversion Rate). The closing under the Securities Purchase Agreement and the sale and issuance of the Class A units and Class B units (and the issuance of any underlying common stock) were approved at the Stockholders’ Meeting. At the closing of the Private Placement, the Company issued 497,908 Class A units for proceeds of approximately $0.9 million and 7,203 Class B units for proceeds of approximately $7.1 million which were convertible into up to 4,501,060 shares of common stock, as well as the issuance of warrants described below. The PIPE Warrants, including Series F warrants and Series G warrants, are exercisable at an exercise price of $3.00 per share, subject to adjustments as provided under the terms of the PIPE Warrants. The PIPE Warrants are exercisable at any time on or after the closing date of the Private Placement until the expiration thereof, except that the PIPE Warrants cannot be exercised if, after giving effect thereto, the purchaser would beneficially own more than 4.99%, or the Maximum Percentage, of the outstanding shares of common stock of the Company, which Maximum Percentage may be increased or decreased by the purchaser with written notice to the Company to any other percentage specified not in excess of 9.99%. The Series F Warrants have a term of two years from the date of stockholder approval, and the Series G Warrants have a term of six years from the date of stockholder approval. The Series F Warrants and Series G Warrants were approved at the Stockholders’ Meeting. The Series F warrants and Series G warrants were valued, in aggregate, at approximately $5.5 million using the Black-Scholes model based on the following assumptions: Series F Series G Risk-free interest rate 3.8 % 3.4 % Volatility 80.0 % 74.0 % Expected dividend yield 0.0 % 0.0 % Expected life (in years) 2.0 6.0 The proceeds from the Securities Purchase Agreement were allocated to the equity instruments issued based on their relative fair values and recorded in additional paid-in capital. Shares of PIPE Preferred Stock, the conversion of which was approved at the Stockholders’ Meeting, convert into common stock at the option of the holder at the Preferred Conversion Rate, subject to certain ownership limitations as described below. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. Subject to limited exceptions, holders of shares of PIPE Preferred Stock will not have the right to convert any portion of their Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. Holders of PIPE Preferred Stock will be entitled to receive dividends on shares of PIPE Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the PIPE Preferred Stock does not have voting rights. The Company also entered into a registration rights agreement with the purchasers requiring the Company to register the resale of the shares of common stock, the shares issuable upon exercise of the Warrants and the shares issuable upon the conversion of the PIPE Preferred Stock. Conversion of Preferred Stock Issued in Private Placement On July 5, 2023 the Company issued 1,093,552 shares of its common stock in connection with the conversion of 1,750 shares of its outstanding Series A Convertible Preferred Stock. The shares were issued in connection with two separate conversions of 875 shares of Series A Convertible Preferred Stock into 546,776 shares of common stock that occurred on July 3, 2023. Each share of Series A Convertible Preferred Stock is convertible into approximately 625 shares of common stock. The common stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”), which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S-1. On July 24, 2023, the Company issued 546,776 shares of its common stock in connection with the conversion of 875 shares of its outstanding Series A Convertible Preferred Stock. The common stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Act, which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S-1. See Note 20, Subsequent Events, for additional conversion. Warrants The following table presents the number of common stock warrants outstanding: Warrants outstanding, December 31, 2021 48,352 Issued 1,548,151 Exercised (445,845 ) Expired — Warrants outstanding, December 31, 2022 1,150,658 Issued 10,329,794 Exercised (331,608 ) Expired (106,707 ) Warrants outstanding, December 31, 2023 11,042,137 The following table presents the number and type of common stock warrants outstanding, their exercise price, and expiration dates as of December 31, 2023: Warrant Type Warrants Outstanding Exercise Price Expiration Date May 2020 Warrants 12,743 $ 562.50 5/20/2025 May 2020 Placement Agent Warrants 1,244 $ 703.13 5/20/2025 August 2020 Warrants 19,407 $ 437.50 8/3/2025 August 2020 Placement Agent Warrants 1,918 $ 546.88 7/30/2025 August 2021 Pharos Banker Warrants 1,484 $ 149.50 8/16/2026 February 2022 Series B Warrants 391,527 $ 14.00 2/4/2029 July 2022 Series C Warrants 284,020 $ 14.00 7/22/2027 January 2023 Series E Warrants 331,608 $ 4.00 3/21/2028 March 2023 Series F Warrants 4,999,093 $ 3.00 3/21/2025 March 2023 Series G Warrants 4,999,093 $ 3.00 3/21/2029 11,042,137 As of December 31, 2023, the warrants issued by the Company had a weighted average exercise price of $5.31. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Preferred Stock | |
Preferred Stock | Note 14 . Preferred Stock Series X Convertible Preferred Stock As described in Note 3, Series X Convertible Preferred Stock has no voting rights prior to the conversion into common stock. While there are generally no voting rights of the Series X Convertible Preferred Stock, there are protective rights regarding the sales of the company, change of control, etc. No currently outstanding share of Series X Preferred may convert into common stock until on or after July 9, 2024, and then, only if the Company’s common stock has been delisted from the NYSE American or has been approved for initial listing on the NYSE American or another stock exchange, at a rate of 1,000 shares of common stock for each share of Series X Convertible Preferred Stock. Upon consummation of the merger, each holder of Old Catheter convertible promissory notes received, in exchange for discharge of the principal of his or its Notes, a number of shares of the Company's Series X Convertible Preferred Stock representing a potential right to convert into the Company's common stock in an amount equal to one common share for each $3.20 of principal amount. On March 21, 2023, the Company held the Stockholders’ Meeting, at which the stockholders approved, among other things, the issuance of 1,993,581 shares of common stock upon the conversion of 1,993.581 of Series X Convertible Preferred Stock which were issued upon the closing of the Merger, see Note 3, Business Combination. On March 23, 2023, the Company issued 1,974,905 shares of common stock upon the conversion of 1,974.905 of Series X Convertible Preferred Stock. On October 24, 2023, the remaining 18,676 shares of common stock were issued upon the conversion of 18.676 shares of Series X Convertible Preferred Stock. The remaining 12,656.011 shares of Series X Convertible Preferred Stock are expected to remain outstanding until at least July 9, 2024, and will convert thereafter up to 12,656,011 shares of common stock, only if the Company meets the initial listing standards of the NYSE American or another national securities exchange or is delisted from the NYSE American. Series A Convertible Preferred Stock As described in Note 13, on January 9, 2023, the Company entered into a Securities Purchase Agreement for a Private Placement, with the Investor. Pursuant to the Securities Purchase Agreement, shares of Series A Convertible Preferred Stock were issued, the conversion of which was approved at the Stockholders’ Meeting. The Series A Convertible Preferred Stock converts into common stock at the option of the holder at the Preferred Conversion Rate, subject to certain ownership limitations as described below. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. Subject to limited exceptions, holders of shares of Series A Convertible Preferred Stock will not have the right to convert any portion of their Series A Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. Holders of Series A Convertible Preferred Stock will be entitled to receive dividends on shares of Series A Convertible Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series A Convertible Preferred Stock does not have voting rights. The Company also entered into a registration rights agreement with the purchasers requiring the Company to register the shares of common stock, issuable upon the conversion of the Series A Convertible Preferred Stock. The shares have been registered for resale on an effective registration statement on Form S-1. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 15 . Stock-Based Compensation 2018 Equity Incentive Plan In September 2018, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”) which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. Stock options granted under the 2018 Plan generally vest one-fourth on the first anniversary of the vesting commencement date with the balance vesting monthly over the remaining three years. Restricted stock units granted under the 2018 Plan generally vest one third on the first anniversary of the vesting commencement date and one sixth every six months thereafter such that the award will be fully vested on the third anniversary of the vesting commencement date. As of December 31, 2023 and December 31, 2022, 0 and 8,552 shares of common stock, respectively, were reserved for future issuance pursuant to the 2018 Plan. In July 2023, the 2018 Plan was replaced by the 2023 Plan, as defined below. As of July 2023, no additional awards could be made under the 2018 Plan. 2020 Inducement Equity Incentive Plan In March 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) for the purpose of attracting, retaining and incentivizing employees in furtherance of the Company’s success. The 2020 Plan was adopted without stockholder approval pursuant to Rule 303A.08 of the New York Stock Exchange. The 2020 Plan is used to offer equity awards as material inducements for new employees to join the Company. Upon adoption of the 2020 Plan, 640 shares of common stock were reserved for the granting of inducement stock options, restricted stock awards, restricted stock units and other forms of equity awards. As of December 31, 2023 and December 31, 2022, 540 shares of common stock and 181 shares of common stock, respectively, were reserved for future issuance under the 2020 Plan. 2023 Equity Incentive Plan In July 2023, the Company’s stockholders approved, the 2023 Equity Incentive Plan (the “2023 Plan”) which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five-year period or as determined by the Board’s Compensation Committee, while grants to non-employee directors generally vest quarterly over a three-year period. As of December 31, 2023, 501,868 shares of common stock were reserved for future issuance pursuant to the 2023 Plan. The number of shares available for issuance under the 2023 Plan also includes a quarterly increase commencing on September 1, 2023 by an amount equal to the lesser of (i) 10% of the number equal to the number of shares of common stock outstanding on the applicable adjustment date less the number of shares of common stock outstanding at the beginning of the fiscal quarter immediately preceding the adjustment date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of shares as may be determined by the Board. As of December 31, 2023, no grants had been made under the 2023 Plan (see Note 20, Subsequent Events). Stock Options Assumed in Merger (See Note 3, Business Combination) At the closing of the Merger, each outstanding option to purchase Old Catheter common stock that had not previously been exercised prior to the closing of the Merger was assumed and converted into options to purchase 753,699 shares of the Company’s common stock (“Replacement Options”). Additionally, no Old Catheter options were amended in connection with the Merger. All the Replacement Options vested in accordance with the original terms of the grants in place at the time of the Merger. As a result, $3.4 million of purchase price consideration, which represented the estimated fair value of Old Catheter’s assumed stock options, and $1.1 million of stock-based compensation expense, which represents the excess of the estimated fair value of the Replacement Options over the assumed Old Catheter stock options, were recognized upon the closing of the Merger. The following is a summary of stock option activity for the year ended December 31, 2023: Stock Options Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 990 $ 11,405.30 Options assumed in Old Catheter Merger 753,699 $ 0.83 — — Options exercised (402,328 ) $ 0.59 — — Canceled/forfeited (137,709 ) $ 74.70 — — Outstanding at December 31, 2023 214,652 $ 6.47 6.38 $ — Vested and expected to vest at December 31, 2023 214,652 $ 6.47 6.38 $ — Exercisable at December 31, 2023 214,652 $ 6.47 6.38 $ — The Company did not grant any stock options during the year ended December 31, 2023. Restricted Stock Units The following is a summary of the restricted stock unit activity for the 2018 Plan for the year ended December 31, 2023: Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 61 $ 450.46 Vested (26 ) $ 333.00 Forfeited (35 ) $ 537.71 Outstanding at December 31, 2023 — $ — Restricted Stock Awards A summary of the restricted stock award activity for the year ended December 31, 2023 is presented below: Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 948 $ 248.48 Vested (503 ) $ 305.54 Forfeited (445 ) $ 183.98 Outstanding at December 31, 2023 — $ — Employee Stock Purchase Plan In September 2018, the Company’s board of directors adopted the 2018 Employee Stock Purchase Plan (the “ESPP”) which permitted eligible employees to purchase the Company’s common stock at a discount through payroll deductions during defined offering periods. Eligible employees could elect to withhold up to 15% of their base earnings to purchase shares of the Company’s common stock at a price equal to 85% of the fair market value on the first day of the offering period or the purchase date, whichever was lower. The number of shares of common stock reserved for issuance under the ESPP automatically increased on January 1 of each fiscal year by the lesser of (1) 237 shares, (2) 1.25% of the total number of shares outstanding on December 31 of the preceding fiscal year, or (3) such other amount as the Company’s board of directors may determine. The Company paused the ESPP in May 2022. For the year ended December 31, 2022, cash received from the exercise of purchase rights under the ESPP was approximately $5 thousand. As of December 31, 2023, the Company had issued 950 shares of common stock since inception of the ESPP, and 26 shares were reserved for future issuance. Stock-based compensation expense recorded in operating expenses was as follows ($ in thousands): For the Year Ended December 31, 2023 2022 Selling, general and administrative $ 1,217 $ 387 Research and development — 60 Stock-based compensation in operating expenses $ 1,217 $ 447 Stock-based compensation of approximately $0 and $5 thousand was capitalized to property and equipment and inventory during the years ended December 31, 2023 and 2022, respectively. There was no unrecognized estimated stock-based compensation expense for stock options, restricted stock awards or restricted stock units at December 31, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 16. Income Taxes A reconciliation of the differences between the U.S. statutory federal income tax rate and the effective tax rate as provided in the consolidated statements of operations is as follows: For the Year Ended December 31, 2023 2022 Tax computed at the federal statutory rate 21.0 % 21.0 % Section 382 NOL limitation — (42.6 )% Nondeductible expenses (0.2 )% (1.3 )% State income taxes, net of federal benefits (2.2 )% 0.2 % Stock-based compensation (6.4 )% — Other — 0.4 % Change in valuation allowance (16.7 )% 22.3 % Purchase accounting 20.5 % — Goodwill impairment (18.1 )% — Royalty mark to market 2.1 % — — — The federal and state income tax provision is summarized as follows (in thousands): For the Year Ended December 31, 2023 2022 Current Federal $ — $ — State — 3 — 3 Deferred Federal — — State — — — — Income tax expense $ — $ 3 Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant components of the Company’s deferred tax assets (liabilities) are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 24,829 $ 518 Stock-based compensation 49 5,162 Capitalized research and development 1,201 1,528 Reserves — 95 Intangible assets 53 35 Accrued legal settlement — 1,355 Operating lease liabilities 44 — Accrued compensation 2 — Other accruals — 1 R&D credits 589 — Total gross deferred tax assets 26,767 8,694 Deferred tax liabilities: Fixed asset basis (1 ) — Operating lease right-of-use assets (42 ) — Intangible assets (6,216 ) — Total gross deferred tax liabilities (6,259 ) — Valuation allowance (20,508 ) (8,694 ) Total deferred taxes $ — $ — At December 31, 2023, and December 31, 2022 the Company had available Federal Net Operating Loss (NOL) carryforwards of $147 million and $54.5 million, respectively. For State purposes, such NOL carryforwards were $111.7 million and $47.8 million, respectively. The net operating losses begin expiring in 2026. Use of these NOL carryforwards may be significantly limited under the tax rules regarding the use of losses following an ownership change under Internal Revenue Code (“IRC”) Section 382. The Company experienced a change in control during 2020, 2021, 2022 and 2023. Accordingly, utilization of its respective consolidated and/or separately computed NOL's is subject to an annual limitation for federal tax purposes under Internal Revenue Code ("IRC") Section 382. Due to this change in control, the Company estimates that $51.9 million of $147 million federal NOL carryforward is effectively eliminated under IRC Section 382. Moreover, $40.8 million of its $111.7 million state NOL carry forward is also eliminated. As a result of these eliminations, the Company's federal and state NOLs were reduced to approximately $95.1 million and $70.9 million, respectively, before valuation allowance. The valuation allowance relates to deferred tax assets for certain items that will be deductible for income tax purposes under very limited circumstances and for which the Company believes it is not more likely than not that it will realize the associated tax benefit. However, in the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment. Based upon the levels of historical taxable income, projections of future taxable income and the reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than-not that the Company will not realize the benefits of these deductible differences, net of the existing valuation allowance. The amount of deferred tax asset considered realizable, however, could change in the near term if estimates which require significant judgment of future taxable income during the carryforward period are increased or decreased. The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense. No amounts were recorded in 2023 and 2022. Effective January 1, 2023, repurchases of Company stock are subject to a nondeductible excise tax under the Inflation Reduction Act of 2022 equal to 1.0% of the fair market value of the shares repurchased, subject to certain limitations. There was no impact to the Company’s financial condition or results of operations in 2023 as a result of the excise tax. The Company files income tax returns as prescribed by tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. The Company has no open income tax audits with any taxing authority as of December 31, 2023. The Company is still subject to income tax examinations by U.S. federal and state tax authorities for the years 2018 through 2022. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the net operating loss carryforward amount. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 17 . Commitments and Contingencies In the normal course of business, the Company is at times subject to pending and threatened legal actions. In management’s opinion, any potential loss resulting from the resolution of these matters will not have a material effect on the results of operations, financial position or cash flows of the Company. As of December 31, 2023, the Company had no outstanding litigation. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plan | |
Employee Benefit Plan | Note 18 . Employee Benefit Plan In January 2019, the Company established a defined contribution plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”). Under the terms of the 401(k) Plan, all full-time employees were eligible to make voluntary contributions as a percentage or defined amount of compensation. The Company made matching contributions based on 100% of each employee’s contribution up to 3% and 50% of contributions between 3% and 5%, with the match-eligible contribution limited to 4% of the employee’s eligible compensation. The Company cancelled the 401(k) Plan effective March 10, 2023 and distributed all assets held by the 401(k) Plan to the participants. The Company had no expenses related to the matching contribution for the year ended December 31, 2023 and approximately $0.2 million for the year ended December 31, 2022. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties | |
Related Parties | Note 19 . Related Parties Prior to the Merger, David A. Jenkins, the Company’s current Executive Chairman of the Board and Chief Executive Officer, and Old Catheter’s then Chairman of the Board of Directors, and his affiliates held approximately $25.1 million of Old Catheter’s Convertible Promissory Notes, or the Notes, that were converted in the Old Catheter merger into 7,856,251 shares of Series X Convertible Preferred Stock (see Note 3, Business Combination, and Note 14, Preferred Stock). In consideration for forgiving the interest accrued but remaining unpaid under the Notes in an aggregate amount of approximately $13.9 million, Mr. Jenkins and his affiliates also received royalty rights equal to approximately 12% of the net sales, if any, of LockeT, commencing upon the first commercial sale and through December 31, 2035 (see Note 10, Royalties Payable). In addition to the shares described above that were issued in connection with the Notes, Mr. Jenkins and his affiliates received 1,325.838 shares of Series X Convertible Preferred Stock in the merger, and Mr. Jenkins’ adult children received 1,284.344 shares of Series X Convertible Preferred Stock in the merger, all in exchange for their equity interests in Old Catheter in accordance with the merger exchange ratio. In connection with the Merger (see Note 3, Business Combination), the Company assumed $1.4 million of accrued expenses and advances, of which $1.1 million was due to Mr. Jenkins and was paid on January 10, 2023. Mr. Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, received options to purchase 144,169 shares of the Company’s common stock upon the closing of the merger in exchange for her options to purchase shares of Old Catheter common stock, converted based on the exchange ratio in the merger. Of the total options to purchase 144,169 shares of the Company’s common stock, 140,816 options have an exercise price of $0.59 per share, and the remaining 3,353 options have an exercise price of $2.02 per share. Following stockholder approval on March 21, 2023, the Company issued 991,828 shares of common stock to Mr. Jenkins and affiliates upon conversion of 991.828 shares of Series X Convertible Preferred Stock, and 235,320 shares of common stock to his adult children upon conversion of 235.320 shares of Series X Convertible Preferred Stock. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 20 . Subsequent Events Issuance of Securities in Private Placement On January 24, 2024, Catheter Precision, Inc. issued 546,776 shares of its common stock in connection with the conversion of 875 shares of its outstanding Series A Convertible Preferred Stock. The conversion occurred on January 23, 2024. Each share of Series A Convertible Preferred Stock is convertible into approximately 625 shares of common stock. The common stock was issued pursuant to the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended (the "Act"), which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S-1. Options Issued Under 2023 Equity Incentive Plan On January 8, 2024, the Board approved the issuance of a total of 285,000 non-qualified stock options under the 2023 Equity Incentive Plan. 75,000 of these non-qualified options were issued to non-employee directors that vest at 8 1/3% per quarter for 3 years with an exercise price of $0.40 and expiration date of January 8, 2034. The remaining 210,000 non-qualified options were issued to employees and consultants and vest at 20% per year for 5 years with an exercise price of $0.40 and expiration date of January 8, 2034. On February 26, 2024, the Board approved the issuance of a total of 150,000 incentive stock options under the 2023 Equity Incentive Plan. All options were issued to employees and vest at 20% per year for 5 years with an exercise price of $0.43 and expiration date of February 26, 2034. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | The consolidated financial statements of the Company include the accounts of the Company and Old Catheter. All intercompany transactions have been eliminated in consolidation. The financial results of Old Catheter are included in the consolidated financial statements from the date of completion of the Merger to December 31, 2023. |
Basis of Presentation | The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification ("ASC"). |
Use of Estimates | The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s consolidated financial statements are based upon a number of estimates including, but not limited to, the accounting for the Old Catheter business combination (see Note 3, Business Combination), allowance for credit losses, evaluation of impairment of long-lived assets and goodwill, valuation of long-lived assets and their associated estimated useful lives, reserves for warranty costs, fair value of royalties payable, evaluation of probable loss contingencies, fair value of preferred stock and warrants issued, and the fair value of equity awards granted. |
Reclassifications | Certain reclassifications have been made to the financial statements for the nine months ended September 30, 2023 to conform to the current period financial statement presentation. Certain regulatory costs of $0.1 million for the nine months ended September 30, 2023, that were previously classified in research and development expenses were reclassified to selling, general and administrative expenses in the consolidated statements of operations. |
Concentrations of Credit Risk | The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash equivalents represent highly liquid investments with maturities of 90 days or less at the date of purchase. Credit risk related to cash and cash equivalents is based on the creditworthiness of the financial institutions at which these funds are held. The Company has cash balances at financial institutions which throughout the year may exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. To reduce its risk associated with the failure of any such financial institution, the Company evaluates the rating of the financial institution in which it holds deposits. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. Currently, the Company is reviewing its bank relationships in order to mitigate its risk to ensure that its exposure is limited or reduced to the Federal Deposit Insurance Corporation protection limits. The Company extends credit to customers in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the consolidated financial statements. The Company does not require collateral from its customers to secure accounts receivable. The Company had three customers that represented more than 10% of the Company’s consolidated revenue as of December 31, 2023. The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other hedging arrangements. |
Segment Reporting | The Company operates in one business segment, which is the marketing, sales and development of medical technologies focused in the field of cardiac electrophysiology. |
Cash and Cash Equivalents | The Company considers all short-term, highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents primarily represent funds invested in readily available checking and money market accounts. The Company maintains deposits in financial institutions in excess of federally insured limits of $250,000, in the amount of $3.1 million at December 31, 2023. |
Fair Value Measurements | Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to identify inputs used in measuring fair value as follows: Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Cash equivalents, prepaid expenses, trade accounts receivable, accounts payable, and accrued expenses are reported on the consolidated balance sheets at carrying value which approximates fair value due to the short-term maturities of these instruments. The following table details the fair value measurements within the fair value hierarchy of the Company’s financial instruments: Fair value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Mutual Fund $ 3,397 $ 3,397 $ — $ — Money Market fund 10 10 — — Total assets $ 3,407 $ 3,407 $ — $ — Liabilities Royalties payable $ 6,974 $ — $ — $ 6,974 Total liabilities $ 6,974 $ — $ — $ 6,974 The royalties payable have unobservable inputs that are not supported by any market data. As such the Company developed its own assumptions and identified the inputs as level 3. The revenue adjusted discount rate (“RADR”) was calculated using a weighted average cost of capital (“WACC”) approach for the level 3 measurement. The RADR considers the WACC from the Company’s impairment analysis and adjusts certain inputs to represent the risk profile of the revenue. Under the cost of equity section, the risk-free rate has changed to be commensurate with the royalties payable term. Additionally, the Beta and Company Specific Risk Premium have been adjusted to Revenue Beta and Revenue Specific Risk Premium, respectively. This adjustment was calculated by multiplying the respective metric by the quotient of equity volatility over revenue volatility. The remaining inputs from the Impairment WACC have remained unchanged. Fair value at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Certificate of Deposit $ 300 $ 300 $ — $ — Money Market fund 1,436 1,436 — — Total assets $ 1,736 $ 1,736 $ — $ — |
Financial Instruments - Credit Losses (ASU 2016-13) | In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses There was no impact of applying the CECL methodology upon adoption effective on January 1, 2020. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on three portfolio segments: Hospitals – United States, Hospitals – Europe, and Distributors. The determination of portfolio segments is based primarily on the customers’ industry and geographical location. Our quantitative allowance for credit loss estimates under CECL was determined using the method that uses an aging schedule. The Company also considers qualitative adjustments that may relate to unique risks, changes in current economic conditions that may not be reflected in quantitatively derived results, or other relevant factors to further inform our estimate of the allowance for credit losses. |
Accounts Receivable and Allowances for Doubtful Accounts | Trade accounts receivable are recorded at invoiced amounts, net of allowance for credit losses, if applicable, and are unsecured and do not bear interest. The allowance for doubtful accounts is based on the probability of future collection under the current expected credited loss impairment model under CECL, which was adopted by the Company on January 1, 2020. Under the CECL impairment model, the Company determines its allowance by applying the method based on an aging schedule. The Company also considers reasonable and supportable current information in determining its estimated loss rates, such as external forecasts, macroeconomic trends or other factors including customers’ credit risk and historical loss experience. The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to bad debt expense in the period incurred. Accounts receivable consists of the following: December 31, 2023 December 31, 2022 Trade accounts receivable $ 137 $ 152 Less: Reserve for expected credit losses — (152 ) Accounts receivable, net - balance at end of period $ 137 $ — |
Inventories | Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventories. The Company reduced the carrying value of inventories for those items that were potentially excess, obsolete or slow-moving based on changes in customer demand, technological developments or other economic factors. |
Property and Equipment | Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2-5 years Computer hardware and software 2-5 years VIVO DEMO/Clinical Systems 2 years Furniture and fixtures 5 years Leasehold improvements are depreciated over the shorter of the useful life of the leasehold improvement or the term of the underlying property’s lease. The Company periodically reviews the residual values and estimated useful lives of each class of its property and equipment for ongoing reasonableness, considering long-term views on its intended use of each class of property and equipment and the planned level of improvements to maintain and enhance assets within those classes. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the account balances and any resulting gain or loss is recognized in income for the period. The cost of repairs and maintenance is expensed as incurred, whereas significant betterments are capitalized. |
Impairment of Long-lived Assets | In accordance with ASC 360, Impairment and Disposals of Long-lived Assets, As a result of the sustained decline of the Company's stock price from the date of the Merger, the Company assesses its long-lived assets for impairment. To determine whether the carrying amount of the long-lived asset group is recoverable, the Company determined the estimated future cash flows of the group for a period consistent with that of the primary assets of the group. The sum of the undiscounted cash flows was then compared to the carrying amount of the long-lived assets, as of December 31, 2023. The Company concluded there was no impairment as of December 31, 2023. Due to the Company’s RIF and the decision to discontinue enrollment of patients in its DABRA related of DABRA |
Goodwill | In accordance with ASC 350, Intangibles – Goodwill and Other To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs a multi-step impairment test. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting units using a combination of an income and market approach. To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions require significant judgment. Pursuant to ASU 2017-04, Simplifying the Test for Goodwill Impairment |
Royalties Payable | The Company is obligated to pay royalties under various royalty agreements Old Cather had entered into. On January 9, 2023, prior to the consummation of the Merger, Old Catheter entered in an agreement with its Convertible Promissory Noteholders (“Noteholders”), which substantially consisted of amounts due to David A. Jenkins, previously Old Catheter's Chairman of the Board of Directors prior to the Merger, and, currently, the Company’s Executive Chairman of the Board of Directors and Chief Executive Officer, to forgive all accrued interest and future interest expense in exchange for a future royalty right. The Company will pay to the Noteholders a total royalty equal to approximately 12% of net sales of LockeT, commencing upon the first commercial sale, through December 31, 2035. In addition, Old Catheter had entered into an agreement with the inventor of LockeT in exchange for the assignment and all rights to LockeT, Pursuant to the agreement, the Company will pay a 5% royalty on net sales up to $1 million in royalties. After $1 million has been paid, and if, and only if, a U.S. patent is granted by the United States Patent and Trademark Office, then the Company will continue to pay a royalty at a rate of 2% of LockeT net sales, until total cumulative royalties of $10 million have been paid (see Note 10, Royalties Payable). During 2006 and 2007, Old Catheter entered into two investment grant agreements with a non-profit foundation for the purpose of funding the initial development of Old Catheter's AMIGO System. The agreement calls for the payment to the foundation, upon successful commercialization of the AMIGO System (see Note 10, Royalties Payable). As of the date of the Merger, the royalties payable had an estimated fair value of approximately $14.2 million. As of December 31, 2023, the royalties payable had an estimated fair value of $7.0 million. At each reporting period, the fair value is calculated using a discounted cash flow method utilizing a RADR which was 24.1% as of January 9, 2023 and 28.0% as of December 31, 2023. |
Product Warranty | The Company’s current products are warrantied against defects in material and workmanship when properly used for their intended purpose and properly maintained. Similarly, the DABRA products were warrantied against defects in material and workmanship when properly used for their intended purpose and appropriately maintained. Accordingly, the Company generally replaced catheters that kinked or failed to calibrate. The product warranty liability was determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor. The product warranty liability also includes the estimated costs of a product recall. The warranty accrual is included in accrued expenses in the accompanying consolidated balance sheets. Warranty expenses are included in cost of revenues in the accompanying consolidated statements of operations. Changes in estimates to previously established warranty accruals resulted from current period updates to assumptions regarding repair and product recall costs and are included in current period warranty expense. |
Distinguishing Liabilities from Equity | The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet. The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. |
Revenue Recognition | The Company applies the provisions of FASB ASC Topic 606, Revenue from Contracts with Customers The Company measures revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised goods. To achieve this core principal, the Company applies the following five steps: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation The Company’s primary product in 2023 was the VIVO System. The VIVO System offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies. In addition to the VIVO System, customers are provided with VIVO Positioning Patch Sets, which are custom patches, that are used in conjunction with the VIVO System to complete the intended output of the VIVO System. The delivery of the VIVO System, including the VIVO Positioning Patch Sets represents the Company’s primary performance obligation. The Company recognizes revenue upon the delivery of the VIVO system. The Company also provides customers with the option to pay for software upgrades in advance at the time of the contract's inception. Software upgrades are stand-ready services, whereby the Company will provide software upgrade services to the customer when and as upgrades are available. Terms of the period covered by the payment of software upgrades in advance can range from one year to multiple years. Customers have the option to renew terms covered by software upgrades at the end of each term. The stand-ready software upgrades represent the Company's second separate performance obligation and revenue is recognized over the term of the period. The Company invoices the customers after physical possession and control of the VIVO System is transferred to the customer and recognizes revenue upon delivery. The timing of payment for the corresponding invoices is dependent upon the credit terms identified in each contract. The Company invoices customers who pay for software upgrades in advance in conjunction with the invoice for the delivery of the VIVO System, and subsequent renewals of software upgrades are invoiced at the inception of the term. Revenue for these stand-ready services is recognized evenly over the term of the upgrade period, consistently with similar stand-ready services under ASC 606. Similar to the delivery of the VIVO System, the timing of payment for the corresponding invoices is dependent upon the credit terms identified in each contract. The Company has elected the practical expedient to expense costs to obtain a contract, as incurred, as opposed to recognizing the cost as an asset upon occurrence. Disaggregation of Revenue The following table summarizes disaggregated product sales by geographic area ($ in thousands): Year Ended December 31, 2023 2022 Product Sales US $ 331 $ 14 Europe 111 — $ 442 $ 14 |
Shipping and Handling Costs | Shipping and handling costs charged to customers are included in net product sales, while all other shipping and handling costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. |
Advertising and Marketing | Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Advertising costs were $95 thousand during the year ended December 31, 2023. Advertising costs were immaterial during the year ended December 31, 2022. |
Patents | The Company expenses patent costs, including related legal costs, as incurred and records such costs as selling, general and administrative expenses in the accompanying consolidated statements of operations. |
Research and Development | Major components of research and development costs include personnel expenses, consulting, supplies and clinical trial expenses. Research and development expenses are charged to operations in the period incurred. |
Stock-based Compensation | The Company records stock-based compensation expense associated with stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued to employees, members of the Company’s board of directors and consultants in accordance with the authoritative guidance for stock-based compensation. The Company evaluates whether an award should be classified and accounted for as a liability award or equity award for all stock-based compensation awards granted. The cost of an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing valuation model (“Black-Scholes model”) which incorporates various assumptions including expected term, volatility and risk-free interest rate, and is recognized as expense on a straight-line basis over the requisite service period of the award, which is generally the vesting period of the respective award. Share-based compensation for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized, and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. As a result of the Merger, all unvested Old Catheter stock options were subject to accelerated vesting and therefore became fully vested, as of the closing date of the business combination. The Company recognized the fair value of the replacement options as included in consideration transferred to the extent they do not exceed the fair value of the equivalent Old Catheter options. Any incremental fair value was recognized in compensation expense in the post-combination period, with this recognized as a Day 1 expense due to the Old Catheter options becoming fully vested concurrent with the closing of the business combination. |
Income Taxes | The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other expense, respectively. |
Basic and Diluted Net Loss per Share of Common Stock | The Company calculates basic net loss per share by dividing net loss by the weighted average number of common shares outstanding during the reporting period. A net loss cannot be diluted so when the Company is in a net loss position, basic and diluted loss per common share are the same. If in the future the Company achieves profitability, the denominator of a diluted earnings per common share calculation will include both the weighted average number of shares outstanding and the number of common stock equivalents, if the inclusion of such common stock equivalents would be dilutive. Anti-dilutive common stock equivalents excluded from the computation of diluted net loss per share include warrants, stock options, non-vested restricted stock awards, restricted stock units, Series A Convertible Preferred Stock, and Series X Convertible Preferred (see Note 12, Net loss per Share). Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed dividends declared. The Company recorded a deemed dividend for the modification of existing warrants and issuance of new warrants during the year ended December 31, 2023 of $0.8 million. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. |
Recently Announced Accounting Pronouncements | In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of the fair value measurements within the fair value hierarchy of the Company's financial instruments | Fair value at December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Mutual Fund $ 3,397 $ 3,397 $ — $ — Money Market fund 10 10 — — Total assets $ 3,407 $ 3,407 $ — $ — Liabilities Royalties payable $ 6,974 $ — $ — $ 6,974 Total liabilities $ 6,974 $ — $ — $ 6,974 Fair value at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Certificate of Deposit $ 300 $ 300 $ — $ — Money Market fund 1,436 1,436 — — Total assets $ 1,736 $ 1,736 $ — $ — |
Schedule of activity in the accounts receivable | December 31, 2023 December 31, 2022 Trade accounts receivable $ 137 $ 152 Less: Reserve for expected credit losses — (152 ) Accounts receivable, net - balance at end of period $ 137 $ — |
Schedule of Property and Equipment Estimated Useful Lives | Machinery and equipment 2-5 years Computer hardware and software 2-5 years VIVO DEMO/Clinical Systems 2 years Furniture and fixtures 5 years |
Schedule of disaggregated product sales by geographic area | Year Ended December 31, 2023 2022 Product Sales US $ 331 $ 14 Europe 111 — $ 442 $ 14 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination | |
summary the preliminary estimated fair value | Description Fair Value as of January 9, 2023 Fair value of 14,649.592 Series X convertible preferred stock issued $ 69,140 Fair value of Old Catheter’s fully vested stock options 3,404 Total Purchase Price $ 72,544 |
summary Of preliminary purchase price allocations | Description Fair Value Assets acquired: Cash and cash equivalents $ 15 Accounts receivable 71 Inventories 52 Prepaid expenses and other current assets 23 Property and equipment, net 26 Lease right-of-use assets 119 Other assets 8 Developed technology 27,014 Customer relationships 62 Trademarks 1,285 Goodwill 60,934 Total assets acquired $ 89,609 Liabilities assumed: Accounts payable $ 922 Accrued expenses 1,389 Lease liability 124 Interest payable 198 Convertible promissory notes 250 Royalties payable 14,182 Total liabilities assumed 17,065 Total purchase price $ 72,544 |
Schedule of acquisition date fair values and estimated useful lives | Intangible Assets Estimated Fair Value Estimated Useful Life Developed technology- VIVO $ 8,244 15 Developed technology- LockeT 18,770 14 Customer relationships 62 6 Trademark- VIVO 876 9 Trademark- LockeT 409 9 $ 28,361 |
Schedule of Basic and diluted net loss per share - on a pro forma basis | For the Years Ended December 31, 2023 2022 Revenues $ 445 $ 355 Net loss $ (70,742 ) $ (40,652 ) Net loss attributable to common stockholders $ (71,542 ) $ (41,559 ) Basic and diluted net loss per share – on a pro forma basis $ (11.83 ) $ (22.30 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Schedule of Inventories | December 31, 2023 2022 Raw materials $ 27 $ — Finished goods 17 — Inventories $ 44 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Schedule of Property and Equipment, Net | December 31, 2023 2022 Machinery and equipment $ 16 $ — Computer hardware and software 17 — VIVO DEMO/Clinical Systems 69 — Property and equipment, gross 102 — Accumulated depreciation (32 ) — Property and equipment, net $ 70 $ — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Schedule of Intangible Assets | Estimated Useful Life in Years Gross Carrying Amount at January 9, 2023 Accumulated Amortization Net Book Value at December 31, 2023 Developed technology ‐ VIVO 15 $ 8,244 $ (550 ) $ 7,694 Developed technology ‐ LockeT 14 18,770 (1,341 ) 17,429 Customer relationships 6 62 (10 ) 52 Trademarks/trade names ‐ VIVO 9 876 (97 ) 779 Trademarks/trade names ‐ LockeT 9 409 (45 ) 364 $ 28,361 $ (2,043 ) $ 26,318 |
Schedule of estimated future amortization expense | Years ending December 31, Future Amortization Expense 2024 $ 2,043 2025 2,043 2026 2,043 2027 2,043 2028 2,043 Thereafter 16,103 Total $ 26,318 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill | |
Schedule of Goodwill | Balance at beginning of year $ — Goodwill recognized in connection with the Merger (Note 3) 60,934 Impairment charge (60,934 ) Balance at end of year $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses | |
Schedule of Accrued Expenses | December 31, 2023 2022 Legal expenses $ 102 $ 195 DOJ settlement — 5,000 Offering costs 1,356 1,356 Compensation and related benefits 43 369 Warranty expenses — 192 Other accrued expenses 232 372 Accrued expenses $ 1,733 $ 7,484 |
Schedule of Activity in the product warranty accrual is included in accrued expenses | Year Ended December 31, 2023 2022 Balance at beginning of year $ 192 $ 195 Claims satisfied — (3 ) Removal of accrued warranty (192 ) — Balance at end of year $ — $ 192 |
Royalties Payable (Tables)
Royalties Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Royalties Payable | |
summary of sales-based royalties | Royalty Percentage Until Royalty Payment Reaches a Total of 4% $ 1,589,500 2% $ 3,179,000 1% In perpetuity |
summary Of roll forward of the royalty payable | Balance at beginning of year $ — AMIGO royalty payable recognized in connection with the Merger 160 LockeT royalty payable recognized in connection with the Merger 14,022 Change in fair value of royalties payable (7,208 ) Balance at end of year $ 6,974 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of weighted average discount rate | Weighted average remaining lease term (in years) - operating leases 2.05 Weighted average discount rate - operating leases 8.56 % |
Schedule of Future lease payments for all lease | Years ending December 31: Operating Lease 2024 $ 96 2025 81 2026 14 Total minimum lease payments 191 Less effects of discounting (3 ) Present value of future minimum lease payments $ 188 |
Schedule of Right of use lease assets and lease liabilities | December 31, 2023 2022 Assets Lease right-of-use assets $ 179 $ — Total lease assets $ 179 $ — Liabilities Current liabilities: Lease liabilities - current portion $ 91 $ — Non-current liabilities: Lease liabilities - net of current portion 97 — Total lease liabilities $ 188 $ — |
Equity Offerings (Tables)
Equity Offerings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Offerings | |
Schedule of Black-Scholes Model Based on Assumptions | Series A Series B Risk-free interest rate 0.91 % 1.93 % Volatility 131.07 % 85.38 % Expected dividend yield 0.00 % 0.00 % Expected life (in years) 1.0 7.0 Series A Series B Risk-free interest rate 2.97 % 2.85 % Volatility 137.87 % 90.44 % Expected dividend yield 0.00 % 0.00 % Expected life (in years) 0.6 6.6 Risk-free interest rate 2.87 % Volatility 96.70 % Expected dividend yield 0.00 % Expected life (in years) 5.0 5/22/2020 Raise 8/3/20 Raise Series B Series C Risk-free interest rate 4.06 % 4.06 % 3.60 % 3.66 % Volatility 135.35 % 132.55 % 115.42 % 127.65 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected life (in years) 2.4 2.6 6.5 4.5 Risk-free interest rate 3.66 % Volatility 124.07 % Expected dividend yield 0.00 % Expected life (in years) 5.0 Series F Series G Risk-free interest rate 3.8 % 3.4 % Volatility 80.0 % 74.0 % Expected dividend yield 0.0 % 0.0 % Expected life (in years) 2.0 6.0 |
Schedule of Warrants | Warrants outstanding, December 31, 2021 48,352 Issued 1,548,151 Exercised (445,845 ) Expired — Warrants outstanding, December 31, 2022 1,150,658 Issued 10,329,794 Exercised (331,608 ) Expired (106,707 ) Warrants outstanding, December 31, 2023 11,042,137 |
Schedule of common stock warrants outstanding | Warrant Type Warrants Outstanding Exercise Price Expiration Date May 2020 Warrants 12,743 $ 562.50 5/20/2025 May 2020 Placement Agent Warrants 1,244 $ 703.13 5/20/2025 August 2020 Warrants 19,407 $ 437.50 8/3/2025 August 2020 Placement Agent Warrants 1,918 $ 546.88 7/30/2025 August 2021 Pharos Banker Warrants 1,484 $ 149.50 8/16/2026 February 2022 Series B Warrants 391,527 $ 14.00 2/4/2029 July 2022 Series C Warrants 284,020 $ 14.00 7/22/2027 January 2023 Series E Warrants 331,608 $ 4.00 3/21/2028 March 2023 Series F Warrants 4,999,093 $ 3.00 3/21/2025 March 2023 Series G Warrants 4,999,093 $ 3.00 3/21/2029 11,042,137 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation | |
Schedule of Options Activity | Stock Options Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 990 $ 11,405.30 Options assumed in Old Catheter Merger 753,699 $ 0.83 — — Options exercised (402,328 ) $ 0.59 — — Canceled/forfeited (137,709 ) $ 74.70 — — Outstanding at December 31, 2023 214,652 $ 6.47 6.38 $ — Vested and expected to vest at December 31, 2023 214,652 $ 6.47 6.38 $ — Exercisable at December 31, 2023 214,652 $ 6.47 6.38 $ — |
Schedule of Restricted Stock Units Activity | Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 61 $ 450.46 Vested (26 ) $ 333.00 Forfeited (35 ) $ 537.71 Outstanding at December 31, 2023 — $ — |
Schedule of Restricted Stock Awards Activity | Restricted Stock Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 948 $ 248.48 Vested (503 ) $ 305.54 Forfeited (445 ) $ 183.98 Outstanding at December 31, 2023 — $ — |
Schedule of Stock-based Compensation Expense Recorded in Operating Expenses | For the Year Ended December 31, 2023 2022 Selling, general and administrative $ 1,217 $ 387 Research and development — 60 Stock-based compensation in operating expenses $ 1,217 $ 447 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Reconciliation of Differences between United States Statutory Federal Income Tax Rate and Effective Tax Rate | For the Year Ended December 31, 2023 2022 Tax computed at the federal statutory rate 21.0 % 21.0 % Section 382 NOL limitation — (42.6 )% Nondeductible expenses (0.2 )% (1.3 )% State income taxes, net of federal benefits (2.2 )% 0.2 % Stock-based compensation (6.4 )% — Other — 0.4 % Change in valuation allowance (16.7 )% 22.3 % Purchase accounting 20.5 % — Goodwill impairment (18.1 )% — Royalty mark to market 2.1 % — — — |
Summary of fedral and state income tax provision | For the Year Ended December 31, 2023 2022 Current Federal $ — $ — State — 3 — 3 Deferred Federal — — State — — — — Income tax expense $ — $ 3 |
Schedule of deferred tax assets (liabilities) | December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 24,829 $ 518 Stock-based compensation 49 5,162 Capitalized research and development 1,201 1,528 Reserves — 95 Intangible assets 53 35 Accrued legal settlement — 1,355 Operating lease liabilities 44 — Accrued compensation 2 — Other accruals — 1 R&D credits 589 — Total gross deferred tax assets 26,767 8,694 Deferred tax liabilities: Fixed asset basis (1 ) — Operating lease right-of-use assets (42 ) — Intangible assets (6,216 ) — Total gross deferred tax liabilities (6,259 ) — Valuation allowance (20,508 ) (8,694 ) Total deferred taxes $ — $ — |
Organization and Nature of Op_2
Organization and Nature of Operations Additional Information (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated deficit | $ 275,700 | |
Cash flows used in operating activities | 20,600 | $ 2,060 |
Cash and cash equivalents | 3,600 | |
Accued settlement costs | $ 5,000 | |
Warrant Repricing [Member] | ||
Gross proceeds | 1,300 | |
Private Placement [Member] | ||
Gross proceeds | $ 8,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Total assets | $ 3,407 | $ 1,736 |
Royalties payable | 6,974 | |
Total liabilities | 6,974 | |
Mutual fund | 3,397 | |
Certificate of Deposit | 300 | |
Money market fund | 10 | 1,436 |
Level 1 [Member] | ||
Total assets | 3,407 | 1,736 |
Royalties payable | 0 | |
Total liabilities | 0 | |
Mutual fund | 3,397 | |
Certificate of Deposit | 300 | |
Money market fund | 10 | 1,436 |
Level 2 [Member] | ||
Total assets | 0 | 0 |
Royalties payable | 0 | |
Total liabilities | 0 | |
Mutual fund | 0 | |
Certificate of Deposit | 0 | |
Money market fund | 0 | 0 |
Level 3 [Member] | ||
Total assets | 0 | 0 |
Royalties payable | 6,974 | |
Total liabilities | 6,974 | |
Mutual fund | 0 | |
Certificate of Deposit | 0 | |
Money market fund | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Trade accounts receivable | $ 137,000 | $ 152,000 |
Less: Reserve for expected credit losses | 0 | (152,000) |
Accounts receivable, net - balance at end of period | $ 137,000 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2023 | |
VIVO DEMO/Clinical Systems[Member] | |
Estimated useful lives | 2 years |
Machinery And Equipment [Member] | Minimum [Member] | |
Estimated useful lives | 2 years |
Machinery And Equipment [Member] | Maximum [Member] | |
Estimated useful lives | 5 years |
Computer Hardware And Software [Member] | Minimum [Member] | |
Estimated useful lives | 2 years |
Computer Hardware And Software [Member] | Maximum [Member] | |
Estimated useful lives | 5 years |
Furniture And Fixtures [Member] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product sales | $ 442 | $ 14 |
United States Area [Member] | ||
Product sales | 331 | 14 |
Europe [Member] | ||
Product sales | $ 111 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 09, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||||
Assets impairment charges | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |
Regulatory costs | 100,000 | |||
Deemed dividend amount for existing warrants and issuance of new warrants | 800,000 | |||
Excess of federally insured limits of $250,000 | $ 3,100,000 | |||
Royalty liability description | The Company will pay to the Noteholders a total royalty equal to approximately 12% of net sales of LockeT, commencing upon the first commercial sale, through December 31, 2035 | |||
Royalty liability description addition | Old Catheter had entered into an agreement with the inventor of LockeT in exchange for the assignment and all rights to LockeT, Pursuant to the agreement, the Company will pay a 5% royalty on net sales up to $1 million in royalties. After $1 million has been paid, and if, and only if, a U.S. patent is granted by the United States Patent and Trademark Office, then the Company will continue to pay a royalty at a rate of 2% of LockeT net sales, until total cumulative royalties of $10 million have been paid | |||
Royalty liability fair value | $ 7,000,000 | |||
Discount rate | 24.10% | 28% | ||
Advertising and marketing | $ 95,000 | |||
Royalties | $ 14,200,000 |
Business Combination (Details)
Business Combination (Details) $ in Thousands | Jan. 09, 2023 USD ($) |
Total Purchase Price | $ 72,544 |
Catheter's [Member] | |
Fair value | 3,404 |
Convertible Series X Preferred Stock [Member] | |
Fair value | $ 69,140 |
Business Combination (Details 1
Business Combination (Details 1) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts payable | $ 464,000 | $ 92,000 | |
Accrued expenses | 1,733,000 | 7,484,000 | |
Convertible promissory note | 25,100,000 | ||
Lease liability | 91,000 | 0 | |
Total liabilities assumed | 9,543,000 | 7,576,000 | |
Accounts receivable | 137,000 | 0 | |
Inventories | 44,000 | 0 | |
Prepaid expenses and other current assets | 415,000 | 977,000 | |
Property and equipment, net | 70,000 | 0 | |
Lease right of use assets | 179,000 | 0 | |
Goodwill | 0 | $ 0 | $ 0 |
Liabilities assumed [Member] | |||
Accounts payable | 922,000 | ||
Accrued expenses | 1,389,000 | ||
Interest payable | 198,000 | ||
Convertible promissory note | 250,000 | ||
Lease liability | 124,000 | ||
Royalties payable | 14,182,000 | ||
Total liabilities assumed | 17,065,000 | ||
Total purchase price | 72,544,000 | ||
Assets Acquired [Member] | |||
Cash and cash equivalents | 15,000 | ||
Accounts receivable | 71,000 | ||
Inventories | 52,000 | ||
Prepaid expenses and other current assets | 23,000 | ||
Property and equipment, net | 26,000 | ||
Lease right of use assets | 119,000 | ||
Other assets | 8,000 | ||
Developed technology | 27,014,000 | ||
Customer relationships | 62,000 | ||
Trademarks | 1,285,000 | ||
Goodwill | 60,934,000 | ||
Total assets acquired | $ 89,609,000 |
Business Combination (Details 2
Business Combination (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Intangible assets acquired | $ 28,361 |
Customer Relationships [Member] | |
Intangible assets acquired | $ 62 |
Estimated Useful Life | 6 years |
Developed Technology - VIVO [Member] | |
Intangible assets acquired | $ 8,244 |
Estimated Useful Life | 15 years |
Developed technology- LockeT [Member] | |
Intangible assets acquired | $ 18,770 |
Estimated Useful Life | 14 years |
Trademark- LockeT [Member] | |
Intangible assets acquired | $ 409 |
Estimated Useful Life | 9 years |
Trademark- VIVO [Member] | |
Intangible assets acquired | $ 876 |
Estimated Useful Life | 9 years |
Business Combination (Details 3
Business Combination (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | $ 442 | $ 14 |
Net loss | (70,572) | (26,865) |
Pro Forma Financial Information [Member] | ||
Revenues | 445 | 355 |
Net loss | (70,742) | (40,652) |
Net loss attributable to common stockholders | $ (71,542) | $ (41,559) |
Basic and diluted net loss per share - on a pro forma basis | $ (11.83) | $ (22.30) |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | |
Merger Agreement [Member] | |||
Transaction costs | $ 1,700 | ||
Trademarks | $ 1,300 | 1,700 | |
Customer relationships | 62 | 220 | |
Goodwill | 60,900 | 56,000 | |
Royalties payable | 14,200 | 7,600 | |
Impairment charge intangible | 60,900 | ||
Developed technology | $ 27,000 | $ 35,100 | |
Merger Agreement One [Member] | |||
Aggregate principal Amount | $ 25,200 | ||
Right to receive the convertible shares | 14,649,592 | ||
Converted into options to purchase of common shares | 753,699,000 | ||
Total purchase consideration | $ 72,500 | ||
Estimated fair value of the Convertible Preferred Stock issued | 14,649,000 | ||
Estimated fair value | $ 3,400 | ||
Closing stock price | $ 6.09 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventories | ||
Raw materials | $ 27 | $ 0 |
Finished goods | 17 | 0 |
Inventories | $ 44 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and equipment, gross | $ 102 | $ 0 |
Accumulated depreciation | (32) | 0 |
Property and equipment, net | 70 | 0 |
VIVO DEMO/Clinical Systems[Member] | ||
Property and equipment, gross | 69 | 0 |
Machinery And Equipment [Member] | ||
Property and equipment, gross | 16 | 0 |
Computer Hardware And Software [Member] | ||
Property and equipment, gross | $ 17 | $ 0 |
Property and Equipment (Detai_2
Property and Equipment (Details narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation expense | $ 32,000 | $ 179,000 | |
Assets impairment charges | $ 1,500,000 | 1,500,000 | $ 1,500,000 |
Property And Equipment [Member] | |||
Assets impairment charges | $ 1,500,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Gross Carrying Amount at January 9, 2023 | $ 28,361 | |
Accumulated Amortization | (2,043) | |
Net Book Value | 26,318 | $ 0 |
Customer Relationships [Member] | ||
Gross Carrying Amount at January 9, 2023 | 62 | |
Accumulated Amortization | (10) | |
Net Book Value | $ 52 | |
Estimated Useful Life in Years | 6 years | |
Trademarks/trade Names - VIVO [Member] | ||
Gross Carrying Amount at January 9, 2023 | $ 876 | |
Accumulated Amortization | (97) | |
Net Book Value | $ 779 | |
Estimated Useful Life in Years | 9 years | |
Trademarks/trade Names - LockeT [Member] | ||
Gross Carrying Amount at January 9, 2023 | $ 409 | |
Accumulated Amortization | (45) | |
Net Book Value | $ 364 | |
Estimated Useful Life in Years | 9 years | |
Developed Technology - VIVO [Member] | ||
Gross Carrying Amount at January 9, 2023 | $ 8,244 | |
Accumulated Amortization | (550) | |
Net Book Value | $ 7,694 | |
Estimated Useful Life in Years | 15 years | |
Developed technology- LockeT [Member] | ||
Gross Carrying Amount at January 9, 2023 | $ 18,770 | |
Accumulated Amortization | (1,341) | |
Net Book Value | $ 17,429 | |
Estimated Useful Life in Years | 14 years |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible Assets | ||
2024 | $ 2,043 | |
2025 | 2,043 | |
2026 | 2,043 | |
2027 | 2,043 | |
2028 | 2,043 | |
Thereafter | 16,103 | |
Total | $ 26,318 | $ 0 |
Intangible Assets (Details narr
Intangible Assets (Details narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets | ||
Amortization expense | $ 2 | $ 0 |
Weighted average remaining amortization period | 13 years 21 days |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill | |
Balance at beginning of period | $ 0 |
Goodwill recognized in connection with the Merger | 60,934 |
Impairment charge | (60,934) |
Balance at end of period | $ 0 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill | |
Recognized as goodwill | $ 60.9 |
Cumulative goodwill impairment charges | $ 60.9 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | |||
Legal expenses | $ 102 | $ 195 | |
DOJ settlement | 0 | 5,000 | |
Offering costs | 1,356 | 1,356 | |
Compensation and related benefits | 43 | 369 | |
Warranty expenses (Note 8) | 0 | 192 | $ 195 |
Other accrued expenses | 232 | 372 | |
Accrued expenses | $ 1,733 | $ 7,484 |
Accrued Expenses (Details 1)
Accrued Expenses (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accrued Expenses | ||
Balance at beginning of period, Accrued warranty | $ 192,000 | $ 195,000 |
Claims satisfied | 0 | (3,000) |
Removal of accrued warranty | 192 | 0 |
Balance at end of period, Accrued warranty | $ 0 | $ 192,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Notes Payable Director And Officer [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Down payment against purchase of director and officer liability insurance coverage | $ 157 |
Due amount against purchase of director and officer liability insurance coverage | 291 |
Purchase of director and officer liability insurance coverage | $ 447 |
Interest rate of loan | 8.99% |
Interest loan amount during period | $ 6 |
Loan amount due | $ 184 |
Royalties Payable (Details)
Royalties Payable (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Royalty Payment | $ 10,000 |
Royalty Two [Member] | |
Royalty Percentage | 2% |
Royalty Payment | $ 3,179,000 |
Royalty One [Member] | |
Royalty Percentage | 4% |
Royalty Payment | $ 1,589,500 |
Royalty Three [Member] | |
Royalty Percentage | 1% |
Royalty Payment | In perpetuity |
Royalties Payable (Details 1)
Royalties Payable (Details 1) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Royalties Payable | |
Balance at beginning of period | $ 0 |
AMIGO royalty payable recognized in connection with the Merger | 160,000 |
LockeT royalty payable recognized in connection with the Merger | 14,022,000 |
Change in fair value of royalties payable | (7,208,000) |
Balance at end of period | $ 6,974 |
Royalties Payable (Details Narr
Royalties Payable (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Royalty payments | $ 10 |
Estimated fair value royalty payable | $ 10 |
Royalty payments description | The royalty payments will apply to revenues through February 29, 2032 |
LockeT Royalty [Member] | |
Royalty payable | 12% |
Description of lockeT device inventor | inventor of the LockeT device. In exchange for the assignment and all rights to LockeT, the Company will pay a 5% royalty on net sales |
AMIGO System Royalty [Member] | |
Investment amount received | $ 1.6 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Weighted average discount rate - operating leases | 8.56% |
Weighted average remaining lease term (in years) - operating leases | 2 years 18 days |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 96 |
2025 | 81 |
2026 | 14 |
Total minimum lease payments | 191 |
Less effects of discounting | (3) |
Present value of future minimum lease payments | $ 188 |
Leases (Details 2)
Leases (Details 2) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Lease right-of-use assets | $ 179,000 | $ 0 |
Total lease assets | 179,000 | 0 |
Lease liability - current portion | 91,000 | 0 |
Lease liability - net of current portion | 97,000 | 0 |
Total lease liability | $ 188,000 | $ 0 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash payment related to leases | $ 95 | $ 360 | |
Operating lease expenses | 94 | $ 365 | |
South Carolina Office Lease Agreement [Member] | |||
Total rent expense per month | $ 3,435 | ||
Lease agreement term | 36 months | ||
Estimated incremental borrowing rate | 11.09% | ||
California Operating Lease [Member] | |||
Lease expiry and term | Monthly rent expense was recognized on a straight-line basis over the term of the lease which was set to expire in 2027 | ||
Lease security deposit | $ 36 | ||
Termination fee to landloard | $ 30 | 30 | |
Wrote-off its right-of-use asset, right-of-use liability and security deposit | 10 | ||
New Jersey Office Lease Agreement [Member] | |||
Total rent expense per month | $ 1,207 | ||
Lease agreement term | 24 months | ||
Estimated incremental borrowing rate | 10% | ||
Park City Office Lease Agreement [Member] | |||
Total rent expense per month | $ 3,200 | ||
Lease agreement term | 36 months | ||
Estimated incremental borrowing rate | 6% |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deemed dividend amount | $ 0 | $ 800,000 | |
Warrants [Member] | |||
Anti-dilutive common share equivalents excluded from computation of diluted net loss per share | 11,042,137 | 1,150,658 | |
Stock Options [Member] | |||
Anti-dilutive common share equivalents excluded from computation of diluted net loss per share | 214,652 | 990 | |
Restricted Stock Awards [Member] | |||
Anti-dilutive common share equivalents excluded from computation of diluted net loss per share | 0 | 948 | |
Restricted Stock Units (RSUs) [Member] | |||
Anti-dilutive common share equivalents excluded from computation of diluted net loss per share | 61 | ||
Series A convertible preferred stock [Member] | |||
Convertible preferred stock | 4,578 | ||
Series x convertible preferred stocks [Member] | |||
Convertible preferred stock | 12,656 |
Equity Offerings (Details)
Equity Offerings (Details) - Offering [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Series A Warrants [Member] | |
Risk-free interest rate | 0.91% |
Volatility | 131.07% |
Expected dividend yield | 0% |
Expected life (in years) | 1 month |
Series B Warrants [Member] | |
Risk-free interest rate | 1.93% |
Volatility | 85.38% |
Expected dividend yield | 0% |
Expected life (in years) | 7 months |
Equity Offerings (Details 1)
Equity Offerings (Details 1) - 2022 Warrant Repricing [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Series C Warrants [Member] | |
Risk-free interest rate | 2.87% |
Volatility | 96.70% |
Expected dividend yield | 0% |
Expected life (in years) | 5 months |
Series A Warrants [Member] | |
Risk-free interest rate | 2.97% |
Volatility | 137.87% |
Expected dividend yield | 0% |
Expected life (in years) | 7 months 6 days |
Series B Warrants [Member] | |
Risk-free interest rate | 2.85% |
Volatility | 90.44% |
Expected dividend yield | 0% |
Expected life (in years) | 6 years 7 months 6 days |
Equity Offerings (Details 2)
Equity Offerings (Details 2) - 2023 Warrant Repricing [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Series B Warrants [Member] | |
Risk-free interest rate | 3.60% |
Volatility | 115.42% |
Expected dividend yield | 0% |
Expected life (in years) | 6 years 6 months |
Series C Warrants [Member] | |
Risk-free interest rate | 3.66% |
Volatility | 127.65% |
Expected dividend yield | 0% |
Expected life (in years) | 4 years 6 months |
Series E Warrants [Member] | |
Risk-free interest rate | 3.66% |
Volatility | 124.07% |
Expected dividend yield | 0% |
Expected life (in years) | 5 years |
5/22/2020 Raise [Member] | |
Risk-free interest rate | 4.06% |
Volatility | 135.35% |
Expected dividend yield | 0% |
Expected life (in years) | 2 years 4 months 24 days |
8/3/20 Raise [Member] | |
Risk-free interest rate | 4.06% |
Volatility | 132.55% |
Expected dividend yield | 0% |
Expected life (in years) | 2 years 7 months 6 days |
Equity Offerings (Details 3)
Equity Offerings (Details 3) - Private Placement [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Series F Warrants [Member] | |
Risk-free interest rate | 3.80% |
Volatility | 80% |
Expected dividend yield | 0% |
Expected life (in years) | 2 years |
Series G Warrants [Member] | |
Risk-free interest rate | 3.40% |
Volatility | 74% |
Expected dividend yield | 0% |
Expected life (in years) | 6 years |
Equity Offerings (Details 4)
Equity Offerings (Details 4) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants outstanding, Ending balance | 11,042,137 | |
Warrant [Member] | ||
Warrants outstanding, Beginning balance | 1,150,658 | 48,352 |
Issued | 10,329,794 | 1,548,151 |
Exercised | (331,608) | (445,845) |
Expired | (106,707) | 0 |
Warrants outstanding, Ending balance | 11,042,137 | 1,150,658 |
Equity Offerings (Details 5)
Equity Offerings (Details 5) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Warrants outstanding | 11,042,137 |
May 2020 Warrants | |
Warrants outstanding | 12,743 |
Exercise Price | $ / shares | $ 562.50 |
Expiration Date | 5/20/2025 |
May 2020 Placement Agent Warrants | |
Warrants outstanding | 1,244 |
Exercise Price | $ / shares | $ 703.13 |
Expiration Date | 5/20/2025 |
August 2020 Warrants | |
Warrants outstanding | 19,407 |
Exercise Price | $ / shares | $ 437.50 |
Expiration Date | 8/3/2025 |
August 2020 Placement Agent Warrants | |
Warrants outstanding | 1,918 |
Exercise Price | $ / shares | $ 546.88 |
Expiration Date | 7/30/2025 |
August 2021 Pharos Banker Warrants | |
Warrants outstanding | 1,484 |
Exercise Price | $ / shares | $ 149.50 |
Expiration Date | 8/16/2026 |
February 2022 Series B Warrants | |
Warrants outstanding | 391,527 |
Exercise Price | $ / shares | $ 14 |
Expiration Date | 2/4/2029 |
July 2022 Series C Warrants | |
Warrants outstanding | 284,020 |
Exercise Price | $ / shares | $ 14 |
Expiration Date | 7/22/2027 |
January 2023 Series E Warrants | |
Warrants outstanding | 331,608 |
Exercise Price | $ / shares | $ 4 |
Expiration Date | 3/21/2028 |
March 2023 Series F Warrants | |
Warrants outstanding | 4,999,093 |
Exercise Price | $ / shares | $ 3 |
Expiration Date | 3/21/2025 |
March 2023 Series G Warrants | |
Warrants outstanding | 4,999,093 |
Exercise Price | $ / shares | $ 3 |
Expiration Date | 3/21/2029 |
Equity Offerings (Details Narra
Equity Offerings (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jul. 05, 2023 | Jan. 09, 2023 | Oct. 07, 2022 | Feb. 08, 2022 | Jul. 24, 2023 | Jul. 31, 2022 | Jul. 22, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 03, 2023 | Sep. 02, 2022 | |
Common stock, weighted average exercise price | $ 3 | ||||||||||||
Fair value of Series E warrant | $ 1,900,000 | ||||||||||||
Proceeds From Issuance Of Common Stock | $ 238,000 | $ 18,906,000 | |||||||||||
Weighted average exercise price | $ 5.31 | ||||||||||||
Deemed dividend amount | $ 0 | $ 800,000 | |||||||||||
Series E Warrants [Member] | |||||||||||||
Repriced warrants | $ 1,900,000 | ||||||||||||
Warrant Repricing [Member] | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 4 | $ 17.50 | |||||||||||
Proceeds From Issuance Of Common Stock | $ 130,000 | ||||||||||||
Expected term (In Years) | 5 years | 4 years 7 months 6 days | |||||||||||
Expected dividend yield | 0% | 0% | |||||||||||
Risk-free interest rate | 2.87% | 2.87% | |||||||||||
Expected Volatility | 98.90% | 96.70% | |||||||||||
Valuation of warrants | $ 400,000 | $ 200,000 | |||||||||||
Fee withheld | $ 200,000 | ||||||||||||
Stock issued during period, warrants exercised | 331,608,000 | ||||||||||||
Placement Agent Warrants Issued | 31,000,000 | ||||||||||||
Warrants Expire Period | five years | ||||||||||||
Maximum [Member] | Existing warrants. | Warrant inducement offer. | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 526.50 | ||||||||||||
Minimum [Member] | Existing warrants. | Warrant inducement offer. | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | 14 | ||||||||||||
Private Placement [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 1,093,552,000 | 546,776,000 | |||||||||||
Overallotment Option [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 24,902,000 | ||||||||||||
Overallotment option period | 45 years | ||||||||||||
Overallotment Option [Member] | Maximum [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 72,000,000 | ||||||||||||
Offering [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 190,700,000 | ||||||||||||
Proceeds From Issuance Of Common Stock | 11,500,000 | ||||||||||||
Payments Of Stock Issuance Costs | $ 180,000 | ||||||||||||
Expected term (In Years) | 5 years | ||||||||||||
Expected dividend yield | 0% | ||||||||||||
Risk-free interest rate | 1.81% | ||||||||||||
Expected Volatility | 93.25% | ||||||||||||
Valuation of warrants | $ 400,000 | ||||||||||||
Fee withheld | 110,000 | ||||||||||||
Stock issued during period, warrants exercised | 800,000 | ||||||||||||
Offering [Member] | Accrued Expenses [Member] | |||||||||||||
Cash fee for placement agent | $ 90,000 | ||||||||||||
At The Market Offerings. | |||||||||||||
Common Stock Aggregate Offering Maximum Amount | $ 7,600 | ||||||||||||
Proceeds From Issuance Of Common Stock | $ 7,400,000 | ||||||||||||
Payments Of Stock Issuance Costs | $ 200 | ||||||||||||
Warrant Repricing [Member] | Accrued Expenses [Member] | |||||||||||||
Placement Agent Fees | $ 500,000 | ||||||||||||
Series A convertible preferred stock [Member] | Private Placement [Member] | |||||||||||||
Convertible preferred stock | 1,750,000 | 546,776,000 | |||||||||||
Approximately Common Stock | 625,000 | ||||||||||||
Conversion of outstanding common stock | 875,000 | ||||||||||||
Series A Warrants [Member] | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 3 | ||||||||||||
Proceeds From Issuance Of Common Stock | $ 900,000 | $ 4,900,000 | |||||||||||
Payments Of Stock Issuance Costs | $ 1,000,000 | ||||||||||||
Fee withheld | $ 600,000 | ||||||||||||
Percentage of shares exercised | 9.99% | 100% | |||||||||||
Stock issued during period, warrants exercised | 497,908,000 | 400,000 | |||||||||||
Par value | $ 0.0001 | ||||||||||||
Series A Warrants [Member] | Overallotment Option [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 72,000,000 | ||||||||||||
Series A Warrants [Member] | Overallotment Option [Member] | Maximum [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 72,000,000 | ||||||||||||
Series A Warrants [Member] | Offering [Member] | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 25 | ||||||||||||
Stock Issued During Period Shares New Issues | 480,052,000 | ||||||||||||
Equity offering description | warrants to purchase one share of common stock | ||||||||||||
Stock issued during period, warrants exercised | 800,000 | ||||||||||||
Series B Warrants [Member] | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 3 | ||||||||||||
Proceeds From Issuance Of Common Stock | $ 7,100,000 | ||||||||||||
Payments Of Stock Issuance Costs | $ 1,000,000 | ||||||||||||
Stock issued during period, warrants exercised | 7,203,000 | ||||||||||||
Series B Warrants [Member] | Overallotment Option [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 72,000,000 | ||||||||||||
Series B Warrants [Member] | Overallotment Option [Member] | Maximum [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 72,000,000 | ||||||||||||
Series B Warrants [Member] | Offering [Member] | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 25 | ||||||||||||
Stock Issued During Period Shares New Issues | 480,052,000 | ||||||||||||
Equity offering description | warrants to purchase one share of common stock | ||||||||||||
Pre-funded Warrants. | Offering [Member] | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 0.005 | ||||||||||||
Stock Issued During Period Shares New Issues | 289,352,000 | ||||||||||||
Equity offering description | warrants to purchase one share of common stock | ||||||||||||
Stock issued during period, warrants exercised | 289,352,000 | ||||||||||||
Common Stocks | At The Market Offerings. | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 4 | ||||||||||||
Stock Issued During Period Shares New Issues | 331,608,000 | ||||||||||||
Net proceeds | $ 110,000 | ||||||||||||
Series A Warrants And Series B Warrants [Member] | Offering [Member] | |||||||||||||
Stock issued during period, warrants exercised | 500,000 | ||||||||||||
Series A Warrants And Series B Warrants [Member] | February2022 Public Offering [Member] | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 25 | $ 14 | |||||||||||
Fair Value Adjustment Of Warrants | $ 230,000 | ||||||||||||
Series A and Series B Warrants. | Offering [Member] | |||||||||||||
Valuation of warrants | $ 11,600,000 | ||||||||||||
Series F and Series G Warrants. | Private Placement [Member] | |||||||||||||
Valuation of warrants | $ 550,000 | ||||||||||||
Series C Warrants [Member] | |||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 14 | ||||||||||||
Warrants Exercise Period | five years | ||||||||||||
Series C Warrants [Member] | Offering [Member] | |||||||||||||
Fair Value Adjustment Of Warrants | $ 230,000 | ||||||||||||
Common Stock [Member] | At The Market Offerings. | |||||||||||||
Stock Issued During Period Shares New Issues | 107,124,000,000 | ||||||||||||
Share Price | $ 7.09 | ||||||||||||
Securities Purchase AgreeMent Class B [Member] | Series A convertible preferred stock [Member] | Private Placement [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 4,501,060,000 | ||||||||||||
Securities Purchase AgreeMent [Member] | Series A convertible preferred stock [Member] | Private Placement [Member] | |||||||||||||
Stock Issued During Period Shares New Issues | 497,908,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jan. 09, 2023 | Dec. 31, 2023 | Mar. 23, 2023 | Mar. 21, 2023 | Dec. 31, 2022 | |
Common stock share issued | 7,026,627 | 2,161,288 | |||
Conversion of preferred stock | 7,856,251 | ||||
Series A convertible preferred stock [Member] | |||||
Description of private investment in public equity | Series A Convertible Preferred Stock will not have the right to convert any portion of their Series A Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion | ||||
Series x convertible preferred stocks [Member] | |||||
Convertible promissory notes, representing an aggregate principal | $ 2,520 | ||||
Description of convertible Preferred Stock | were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock | ||||
Initial rate of share listing price | $ 1,000 | ||||
Description related to conversion of preferred stock to common stock rate | Company's Series X Convertible Preferred Stock representing a potential right to convert into the Company's common stock in an amount equal to one common share for each $3.20 of principal amount | ||||
Common stock share issued | 1,974,905 | 1,993,581 | |||
Conversion of preferred stock | 1,974 | 1,993 | |||
Common stock share outstanding description | remaining 18,676 shares of common stock were issued upon the conversion of 18.676 shares of Series X Convertible Preferred Stock. The remaining 12,656.011 shares of Series X Convertible Preferred Stock are expected to remain outstanding until at least July 9, 2024, and will convert thereafter up to 12,656,011 shares of common stock |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Stock-Based Compensation | |
Stock option outstanding | shares | 990 |
Stock option options assumed in old catheter merger | shares | 753,699,000 |
Stock option options exercised | shares | (402,328) |
Stock option canceled/forfeited | shares | (137,709) |
Stock option outstanding end of the period | shares | 214,652 |
Vested and expected to vest at December 31, 2023 | shares | 214,652 |
Exercisable at December 31, 2023 | shares | 214,652 |
Weighted average exercised price outstanding beg of period | $ / shares | $ 11,405.30 |
Weighted average exercised price options assumed in old catheter merger | $ / shares | 0.83 |
Weighted average exercised price Options exercised | $ / shares | 0.59 |
Weighted average exercised price canceled/forfeited | $ / shares | 74.70 |
Weighted average exercised price outstanding end of period | $ / shares | 6.47 |
Weighted average exercised price vested and expected to vest end of the period | $ / shares | 6.47 |
Weighted average exercised price exercisable at December 31, 2023 | $ / shares | $ 6.47 |
Weighted Average Remaining Life end of period exercisable | 6 years 4 months 17 days |
Weighted Average Remaining Life Vested and expected to vest end of period | 6 years 4 months 17 days |
Weighted Average Remaining Life end of period | 6 years 4 months 17 days |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Stock-Based Compensation | |
Beginning balance | shares | 61 |
Vested RSU | shares | (26) |
Canceled/forfeited | shares | (35) |
Ending balance | shares | 0 |
Beginning balance | $ / shares | $ 450.46 |
Vested | $ / shares | 333 |
Canceled/forfeited RSU | $ / shares | 537.71 |
Ending balance | $ / shares | $ 0 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Vested RSU | (26) |
Restricted Stock Awards [Member] | |
Restricted Stock Awards, Beginning balance | 948 |
Vested RSU | (503,000) |
Restricted Stock Awards, Forfeited | (445) |
Restricted Stock Awards, Ending balance | 0 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 248.48 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 305.54 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 183.98 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 0 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-based compensation in operating expenses | $ 1,217 | $ 447 |
Selling, General And Administrative [Member] | ||
Stock-based compensation in operating expenses | 1,217 | 387 |
Research And Development [Member] | ||
Stock-based compensation in operating expenses | $ 0 | $ 60 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-based compensation | $ 1,217 | $ 447 | |
2018 Equity Stock Purchase Plan [Member] | |||
Cash received from the exercise of purchase rights | $ 5 | ||
Shares issued under employee stock purchase plan | 950 | ||
Percentage of fair market value of share of common stock to purchase | 85% | ||
Eligible employees withhold percentage of earnings to purchase shares of common stock | 15% | ||
Maximum annual increase of outstanding stock reserved for future issuance, Percentage | 1.25% | ||
2018 Stock Compensation Plan [Member] | |||
Stock-based compensation | $ 0 | $ 5 | |
Common stock reserve for issuance | 0 | 8,552 | |
2020 Stock Option Plan [Member] | |||
Common stock reserve for issuance | 640 | ||
2023 Stock Option Plan [Member] | |||
Maximum annual increase of outstanding stock reserved for future issuance, Percentage | 10% | ||
Common stock reserve for issuance | 501,868 | ||
Stock Options Assumed in Merger [Member] | |||
Stock-based compensation | $ 1,100 | ||
Options to purchase | 753,699 | ||
Purchase price consideration | $ 3,400 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Tax computed at the federal statutory rate | 21% | 21% |
Section 382 NOL limitation | 0% | (42.60%) |
Nondeductible expenses | (0.20%) | (1.30%) |
State income taxes, net of federal benefits | (2.20%) | 0.20% |
Stock-based compensation | (6.40%) | 0% |
Other | 0% | 0.40% |
Change in valuation allowance | (16.70%) | 22.30% |
Purchase accounting | 20.50% | 0% |
Goodwill impairment | (18.10%) | 0% |
Royalty mark to market | 2.10% | 0% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Current federal income tax provision | $ 0 | $ 0 |
Current state income tax provision | 0 | 3 |
Total current state and federal income tax provision | 0 | 3 |
Deferred federal income tax provision | 0 | 0 |
Deferred state income tax provision | 0 | 0 |
Total deferred federal state income tax provision | 0 | 0 |
Income tax expense | $ 0 | $ 3 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes | ||
Net operating loss carryforwards | $ 24,829 | $ 518 |
Stock-based compensation | 49 | 5,162 |
Capitalized research and development | 1,201 | 1,528 |
Reserves | 0 | 95 |
Intangible assets | 53 | 35 |
Accrued legal settlement | 0 | 1,355 |
Operating lease liabilities | 44 | 0 |
Accrued compensation | 2 | 0 |
Other accruals | 0 | 1 |
R&D credits | 589 | 0 |
Total gross deferred tax assets | 26,767 | 8,694 |
Fixed asset basis | (1) | 0 |
Operating lease right-of-use assets | (42) | 0 |
Intangible assets deferred tax liabilities | (6,216) | 0 |
Total gross deferred tax liabilities | (6,259) | 0 |
Valuation allowance | (20,508) | (8,694) |
Total deferred taxes | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Federal net operating loss (NOL) carryforwards | $ 147 | $ 54.5 |
Net operating loss (NOL) expiry year | net operating losses begin expiring in 2026 | |
State net operating loss (NOL) carryforwards | $ 111.7 | 47.8 |
Net operating loss (NOL) carryforward description | Due to this change in control, the Company estimates that $51.9 million of $147 million federal NOL carryforward is effectively eliminated under IRC Section 382. Moreover, $40.8 million of its $111.7 million state NOL carry forward is also eliminated | |
Federal and state NOLs reduced amount | $ 95.1 | $ 70.9 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined benefit contribution plan expense | $ 0 | $ 200,000 |
First Contribution [Member] | ||
Maximum contribution per employee (percentage) | 3% | |
Employer matching contribution, maximum (percentage) | 100% | |
Second Contribution [Member] | ||
Employer matching contribution, maximum (percentage) | 5% | |
Second Contribution [Member] | Maximum [Member] | ||
Maximum contribution per employee (percentage) | 50% | |
Second Contribution [Member] | Minimum [Member] | ||
Maximum contribution per employee (percentage) | 3% | |
Third Contribution [Member] | ||
Maximum contribution per employee (percentage) | 4% |
Related Parties (Details narrat
Related Parties (Details narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 21, 2023 | Dec. 31, 2022 | |
Common stock shares issued | 7,026,627 | 2,161,288 | |
Convertible Promissory Notes | $ 25,100,000 | ||
Shareholder payment | $ 55,000 | ||
Convertible Notes | 7,856,251 | ||
Interest accrued | $ 13,900,000 | ||
Business Combination, Description | Mr. Jenkins and his affiliates received 1,325.838 shares of Series X Convertible Preferred Stock in the merger, and Mr. Jenkins’ adult children received 1,284.344 shares of Series X Convertible Preferred Stock in the merger, all in exchange for their equity interests in Old Catheter in accordance with the merger exchange ratio | ||
Accrued expenses | $ 1,400,000 | ||
Mr. Jenkins [Member] | |||
Common stock shares issued | 991,828,000 | ||
Accrued expenses | $ 1,100,000 | ||
Options to purchase | 144,169,000 | ||
Number of options | 140,816,000 | ||
Remaining number of options | 3,353,000 | ||
Conversion of stock description | conversion of 991.828 shares of Series X Convertible Preferred Stock, and 235,320 shares of common stock to his adult children upon conversion of 235.320 shares of Series X Convertible Preferred Stock | ||
Exercise price | $ 0.59 | ||
Remaining number of options exercise price | $ 2.02 |
Subsequent Events (Details narr
Subsequent Events (Details narrative) - $ / shares | 1 Months Ended | ||||
Jan. 08, 2024 | Feb. 26, 2024 | Jan. 24, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock shares issued | 7,026,627 | 2,161,288 | |||
Conversion of stock | 7,856,251 | ||||
Subsequent Event [Member] | 2023 Equity Incentive Plan [Member] | |||||
Issuance of stock | 285,000 | ||||
Subsequent Event [Member] | 2023 Equity Incentive Plan [Member] | Director [Member] | |||||
Equity Incentive Plan description | vest at 8 1/3% per quarter for 3 years with an exercise price of $0.40 and expiration date of January 8, 2034 | ||||
Issuance of stock | 75,000 | ||||
Exercise price | $ 0.40 | ||||
Subsequent Event [Member] | 2023 Equity Incentive Plan [Member] | Employees And Consultants [Member] | |||||
Equity Incentive Plan description | vest at 20% per year for 5 years with an exercise price of $0.40 and expiration date of January 8, 2034 | ||||
Issuance of stock | 210,000 | ||||
Exercise price | $ 0.40 | ||||
Subsequent Event [Member] | 2023 Equity Incentive Plan [Member] | Employees [Member] | |||||
Equity Incentive Plan description | vest at 20% per year for 5 years with an exercise price of $0.43 and expiration date of February 26, 2034 | ||||
Issuance of stock | 150,000 | ||||
Exercise price | $ 0.43 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Common stock shares issued | 546,776 | ||||
Conversion of stock | 875 | ||||
Preferred Stock convertible into common stock | 625 |