Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 23, 2022 | Nov. 11, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-41060 | ||
Entity Registrant Name | HEARTBEAM, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-4881450 | ||
Entity Address, Address Line One | 2118 Walsh Avenue | ||
Entity Address, Address Line Two | Suite 210 | ||
Entity Address, City or Town | Santa Clara | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95050 | ||
City Area Code | 408 | ||
Local Phone Number | 899-4443 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 26,617,634 | ||
Entity Common Stock, Shares Outstanding | 7,958,888 | ||
Entity Central Index Key | 0001779372 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of HeartBeam, Inc.’s Proxy Statement in connection with its Annual Meeting of Stockholders to be held on June 15, 2022 are incorporated by reference into Part III of this report. | ||
Class A common Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | BEAT | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | BEATW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 711 |
Auditor Name | Friedman LLP |
Auditor Location | East Hanover, New Jersey |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 13,192 | $ 24 |
Prepaid expenses and other assets | 806 | 27 |
Total Assets | 13,998 | 51 |
Current Liabilities: | ||
Accounts payable and accrued expenses (includes related party $1 and $15, respectively) | 588 | 489 |
Convertible notes, net | 0 | 4,295 |
Other - current liabilities | 0 | 52 |
Total Liabilities | 588 | 4,836 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Equity (Deficit) | ||
Common stock - $0.0001 par value; 20,000,000 shares authorized; 7,809,912 and 3,527,850 shares issued and outstanding at December 31, 2021 and 2020 | 1 | 0 |
Additional paid in capital | 22,633 | 11 |
Accumulated deficit | (9,224) | (4,796) |
Total Stockholders’ Equity (Deficit) | 13,410 | (4,785) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 13,998 | $ 51 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Due to related party | $ 1 | $ 15 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 7,809,912 | 3,527,850 |
Common stock, shares outstanding (in shares) | 7,809,912 | 3,527,850 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses: | ||
General and administrative | $ 2,030,000 | $ 655,000 |
Research and development | 255,000 | 133,000 |
Total operating expenses | 2,285,000 | 788,000 |
Loss from operations | (2,285,000) | (788,000) |
Interest expense | (2,165,000) | (280,000) |
Other Income | 22,000 | 0 |
Total other income (expense) | (2,143,000) | (280,000) |
Loss before provision for income taxes | (4,428,000) | (1,068,000) |
Income tax provision | 0 | 0 |
Net Loss | $ (4,428,000) | $ (1,068,000) |
Net loss per share, basic (in dollars per share) | $ (1.03) | $ (0.29) |
Net loss per share, diluted (in dollars per share) | $ (1.03) | $ (0.29) |
Weighted average common shares outstanding, basic (in shares) | 4,284,714 | 3,645,944 |
Weighted average common shares outstanding, diluted (in shares) | 4,284,714 | 3,645,944 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 3,482,850 | |||
Beginning balance at Dec. 31, 2019 | $ (3,727) | $ 0 | $ 1 | $ (3,728) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock based compensation, expense | $ 10 | 10 | ||
Common stock issuance upon vesting and exercise of stock options (in shares) | 45,000 | 45,000 | ||
Net loss | $ (1,068) | (1,068) | ||
Ending balance (in shares) at Dec. 31, 2020 | 3,527,850 | |||
Ending balance at Dec. 31, 2020 | (4,785) | $ 0 | 11 | (4,796) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock based compensation, expense | $ 192 | 192 | ||
Common stock issuance upon vesting and exercise of stock options (in shares) | 34,846 | 34,846 | ||
Shares issued in conversion of notes (in shares) | 2,750,000 | |||
Sale of Common Stock & Warrants, net of fees | $ 14,257 | $ 1 | 14,256 | |
Common stock issuance upon conversion of 2015 Notes (in shares) | 1,497,216 | |||
Common stock issuance upon conversion of 2015 Notes | 8,174 | 8,174 | ||
Net loss | (4,428) | (4,428) | ||
Ending balance (in shares) at Dec. 31, 2021 | 7,809,912 | |||
Ending balance at Dec. 31, 2021 | $ 13,410 | $ 1 | $ 22,633 | $ (9,224) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (4,428) | $ (1,068) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Accretion expense, convertible notes | 1,886 | 0 |
Non-cash interest expense | 278 | 248 |
Stock-based compensation expense | 192 | 10 |
Amortization of debt issuance cost | 0 | 28 |
PPP loan forgiveness | (22) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (779) | (25) |
Accounts payable, accrued expenses and other current liabilities | (357) | 207 |
Net cash used in operating activities | (3,230) | (600) |
Cash Flows From Financing Activities | ||
Proceeds from sale of equity in IPO, net | 14,713 | 0 |
Proceeds from issuance of convertible notes | 1,715 | 617 |
Proceeds from PPP & EIDL Loans | 0 | 22 |
Repayment and interest paid on short-term loans | (30) | (20) |
Net cash provided by financing activities | 16,398 | 619 |
Net increase in cash | 13,168 | 19 |
Cash – Beginning of the year | 24 | 5 |
Cash – End of the year | 13,192 | 24 |
Supplemental Disclosures of Cash Flow Information: | ||
Taxes paid | 0 | 0 |
Interest paid | 0 | 4 |
Conversion of debt to equity | 6,288 | 0 |
Debt discount | 1,886 | 0 |
Common stock and awards accrued but not issued | 456 | 0 |
Non-cash - accounts payable converted to short term debt | 0 | 30 |
Conversion of short-term notes to convertible notes | $ 0 | $ 22 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | ORGANIZATION AND OPERATIONS HeartBeam, Inc. (“HeartBeam” or the “Company”) is a development-stage company specializing in cardiovascular diagnostic technology. The Company was incorporated in 2015 as a Delaware corporation. The Company’s operations are based in Santa Clara, California and it operates in one segment . HeartBeam’s initial focus is on timely diagnosis of a heart attack. The Company’s technology provides physicians with complete cardiac diagnostic information for a patient that is outside of a medical institution. The Electrocardiogram (“ECG”) collection device is the size of a credit card. The device sends ECG signals to the patient's smartphone and on to a cloud-based software expert system. Results of the cloud-based analysis are presented to a qualified health care professional for immediate action including, if necessary, a telehealth visit. The Company has validated this novel technology in three clinical studies and is preparing to seek U.S. Food and Drug Administration (“FDA”) clearance of its initial product during the second quarter of 2022. Clearance for the ED product is expected Q3 2022, submission of the telehealth product is during the latter part of 2022 with clearance expected early 2023. On September 27, 2021, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-2.75 reverse stock split of its outstanding shares of common stock. As a result of the reverse stock split, every 2.75 shares of the Company’s outstanding pre-reverse split common stock were combined and reclassified into one share of common stock. Unless otherwise noted, all share and per share data included in these financial statements retroactively reflect the 1-for-2.75 reverse stock split. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Liquidity | LIQUIDITY The Company is subject to a number of risks similar to those of early stage companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the potential need to obtain additional capital, competition from larger companies, other technology companies and other technologies. The Company has incurred losses each year since inception and has experienced negative cash flows from operations in each year since inception. As of December 31, 2021 and December 31, 2020, the Company had an accumulated deficit of approximately $9,224,000 and $4,796,000, respectively. In November 2021, the Company raised approximately $14,713,000 from the completion of the initial public offering (the “IPO”) (see Note 5) and in February 2022, the Company raised an additional $348,000 from the issuance of stock through a stock purchase agreement (see Note 10). Based on its current business plan assumptions and expected cash burn rate, the Company believes that the existing cash is sufficient to fund operations for the next twelve months following the issuance of these financial statements. The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, or strategic relationships. Management can provide no assurance that such financing or strategic relationships will be available on acceptable terms, or at all, which would likely have a material adverse effect on the Company and its financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared in conformity with US Generally Accepted Accounting Principles ("US GAAP") and have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP, 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and 2020 there were no cash equivalents. The Company maintains cash balances in accounts which exceed the federally insured limits during the year ended December 31, 2021, management does not believe this results in any significant credit risk. As of December 31, 2020 there were no deposits at banks in excess of FDIC insured limits. RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional services costs associated with the development of cardiovascular technologies and products. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist primarily of cash, accounts payable, accrued liabilities and debt instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset transaction between market participants on the measurement date. Where available, fair value is based on observable market prices or is derived from such prices. The Company uses the market approach valuation technique to value its investments. The market approach uses prices and other pertinent information generated from market transactions involving identical or comparable assets or liabilities. The types of factors that the Company may consider in fair value pricing the investments include available current market data, including relevant and applicable market quotes. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: • Level 1 - Observable inputs such as quoted prices in active markets. • Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. • Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company accounts for its currently issued warrant instruments in conjunction with the Company’s common stock in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. STOCK-BASED COMPENSATION The Company periodically issues stock options and restricted stock awards to employees and non-employees for services. The Company has adopted ASU 2018-07 which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The Company accounts for such grants issued and vesting to employees and non-employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense over the vesting period. The Company grants certain option holders the right to early exercise, as of December 31, 2021, 24,623 have been early exercised and remain unvested. These early exercised grants are not included in either shares outstanding or weighted average shares outstanding until vested. The fair value of stock options on the date of grant is calculated using the Black-Scholes option pricing model, based on key assumptions such as the fair value of common stock, expected volatility and expected term. These estimates require the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. These assumptions are primarily based on third-party valuations, historical data, peer company data and the judgment of management regarding future trends and other factors. The Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the US Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid and does not expect to pay dividends in the foreseeable future. The Company accounts for forfeitures when they occur. Stock-based compensation expense recognized in the financial statements is reduced by the actual awards forfeited. Compensation cost for restricted stock awards issued to employees and non-employees is measured using the grant date fair value of the award, and expense is recognized over the service period, adjusted to reflect actual forfeitures. INCOME TAXES The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Changes in recognition and measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are included in income tax expense. NET LOSS PER COMMON SHARE Basic net loss per share excludes the effect of dilution and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options and warrants to the extent dilutive. Basic net loss per share was the same as diluted net loss per share for the year ended December 31, 2021 and 2020 as the inclusion of all potential common shares outstanding would have an anti-dilutive effect. As of December 31, 2021 and 2020, th e penny warrants issued during 2019 have been excluded from the net loss per common share calculation following ASC 260-1-25-12A (Treatment of Contingently Issuable Shares in Weighted-Average Shares Outstanding), there are circumstances under which these shares would not be issued and therefore not exercisable, (see NOTE 5). In accordance with ASC 260-10-45-13, exercisable penny options were included in the calculation of weighted average basic and diluted earnings per share. The following is a summary of awards outstanding as of December 31, 2021 and 2020, which are not included in the computation of basic and diluted weighted average shares: Year ended December 31, 2021 2020 Stock options (excluding exercisable penny stock options) 936,996 318,034 Warrants 3,777,549 422,549 Total 4,714,545 740,583 RECENTLY ISSUED ACCOUNTING STANDARDS Adopted: In December 2019, the FASB issued ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company adopted this guidance on January 1, 2021. The impact to the financial statements following this guidance is deemed immaterial. In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 as of January 1, 2021. The impact to the financial statements following this guidance is deemed immaterial. Not Yet Adopted as of December 31, 2021: In June 2016, the FASB issued ASU 2016-13 “Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments”. This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance applies to loans, accounts receivable, trade receivables and other financial assets measured at amortized cost, loan commitments, debt securities and beneficial interests in securitized financial assets, but the effect on the Company is projected to be limited to accounts receivable. In May 2019, the FASB issued ASU 2019-05 “Financial Instruments-Credit Losses (Topic 326)” which provides transition relief for companies adopting ASU 2016-13. This guidance amends ASU 2016-13 to allow companies to elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that were previously recorded at amortized cost under certain circumstances. Companies are required to make this election on an instrument by instrument basis. The guidance will be effective for the fiscal year beginning January 1, 2023, including interim periods within that year. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT CONVERTIBLE NOTES On August 21, 2015, the Board of Directors approved the 2015 Note Subscription Agreement (the “2015 Notes”) authorizing financing through the sale and issuance of 2015 convertible promissory notes (the “Financing”) for an aggregate amount not to exceed $1,000,000, with a maturity date of August, 25, 2017, which was derived from the issuance of the first 2015 Note. The Company entered into a series of amendments over the years, of which the most recent during 2021 include the sixth amendment on March 22, 2021, expanding the definition of a Qualified Financing of at least $2,000,000 as defined in the 2015 Notes to include either preferred stock or common stock, followed by the seventh and final amendment o n October 7, 2021, increasing the aggregate amount for issuance to $5,500,000. A ll amendments were updated in accordance with the 2015 Note Subscription Agreements and approved by the Board of Directors. The Company has accounted for the last amendment to the 2015 Notes in accordance with ASC 470-50-40-6, (modifications and exchanges), under modification accounting and there was no impact to the financial statements as a result of the amendment to the 2015 Notes. The sale and purchase of the 2015 Notes take place at closing on the date of the agreements. At closing, the Company will deliver to the investor the 2015 Note to be purchased by such investor, against receipt by the Company of the corresponding purchase price. The 2015 Notes will be registered in each investor’s name in the Company’s records. The 2015 Notes accrue interest payable at the rate of eight percent (8%) and the conversion price is equal to seventy percent (70%) of the per share price at which shares of preferred stock or common stock is to be sold. On November 10, 2021, as a result of the completion of the IPO (see Note 5) and as required under the terms of the 2015 Notes, the Company converted the entirety of the outstanding principal of $5,084,000 and interest accrued of $1,204,404 to 1,497,216 shares of common stock at the Conversion Price of $4.20 per share and issued the shares to the 2015 Note holders, fully satisfying the Company’s obligations. The Company assessed the probability of a Qualified Financing occurring before maturity of the 2015 Notes to be greater than 50% (more likely than not). In accordance with the guidance ASC 480, the Company recorded the amount of the 2015 Notes’ 30% conversion discount of the sum of principal and accrued interest to the earliest of conversion date (if known) or maturity. As of December 31, 2021, the Company recorded approximately $1,886,000 as debt discount. As all of the debt converted at the IPO, the Company fully accreted the debt discount as interest expense as of December 31, 2021. As of December 31, 2020, the Company had $3,369,000 in 2015 Notes, and $926,000 in accrued interest. In 2019, the Company incurred financing fees of approximately $64,000. Under guidance ASC 835-30-35, these costs have been amortized and recognized as interest expense over the life of the 2015 Notes. During the year ended December 31, 2020, the Company amortized approximately $28,000 of the remaining balance as interest expense. There was no such expense during the year ended December 31, 2021. SHORT TERM LOANS During 2020, the Company settled its short term notes liability of $42,000. As settlement, the Company converted $22,000 into the 2015 Notes and the remaining $20,000, which included the amended $10,000 promissory note, a $6,000 advance and $4,000 in accrued interest, was repaid to the investors. During 2020, the Company issued a 3% interest promissory note of approximately $30,000 due on December 31, 2021 or earlier under certain events as defined in the promissory note in exchange for a vendor balance in accounts payable. The promissory note plus interest was settled during the year ended December 31, 2021. On April 21, 2020, the Company received loan proceeds in the amount of approximately $22,000 under the Paycheck Protection Program (“PPP”), which was included in other current liabilities as of December 31, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provided for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. Following the PPP guidelines, the Company filed for loan forgiveness in February 2021 and on March 4, 2021 the Small Business Administration approved the filing and forgave the loan. The Company recognized the gain on forgiveness in other income on the statements of operations during the year ended December 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY COMMON STOCK On November 10, 2021, the Company concluded its IPO of 2,750,000 units, (the “Units”), with each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”) and one warrant (the “Warrants”) to purchase Common Stock at a combined public offering price of $6.00 per Unit. The Common Stock and the Warrants were immediately separable and issued separately but were purchased together in the IPO. The Warrants will have a per share exercise price of $6.00 and are exercisable immediately. The Warrants will expire five years from the date of issuance. The Company received approximately $14,713,000 in net proceeds from the IPO after deducting the underwriting discount and commission and other IPO expenses payable by the Company of approximately $1,800,000. On November 10, 2021, as a result of the completion of the IPO and as required under the terms of the 2015 Notes, the Company converted the entirety of the outstanding principal of $5,084,000 and interest accrued of $1,204,404 to 1,497,216 shares of common stock at the Conversion Price of $4.20 per share and issued the shares to the 2015 Note holders, fully satisfying the Company’s obligations. Upon consummation of the above mentioned IPO, the company was required to issue 78,025 shares of Common Stock to a consulting firm for services provided that were related to the IPO. The Company calculated the value of the common stock using closing stock price on November 11, 2022, resulting in a fair value of approximately $365,000. Additionally, the Company was required to issue 72,727 warrants based on performance metrics achieved in 2021, the warrants have an exercise price of $5.50 with an expiration of five years from the date of issuance. The Company calculated the fair value of $1.25 each for these warrants using the Black-Scholes option pricing model on the date the consulting firm achieved the milestone, using the following assumptions: (a) fair value of $2.28 per share, (b) expected volatility of 90.81%, (c) dividend yield of 0%, (d) risk-free interest rate of 0.87%, and (e) expected life of 5 years, resulting in the fair value of approximately $91,000. During the years ended December 31, 2021 and 2020 the Company issued 34,846 and 45,000 shares of common stock upon exercise of vested stock options. WARRANTS In connection with the short term notes issued in 2019, the Board of Directors approved the issuance of warrants . The Company issued 15,277 fully vested warrants as an incentive to investors with the rights to convert into a fixed number of shares of the Company’s common stock for an above market fixed price of $2.75 per share, exercisable, in whole or in part, for a period of 4 years from the date of issuance. During 2019, milestone warrants were issued to certain executives of the Company totaling 407,272 units (“Penny Warrants”), these were valued on the date of grant at $0.0003 and will vest upon meeting certain milestones. The warrant may be exercised, in whole or in part upon the earliest to occur of: (i) following the Company’s initial public offering, the date on which the Company has a market capitalization of at least $50,000,000 for five Since these Penny Warrants have performance obligations to be met by the Company to become exercisable which are not met under any circumstance as of December 31, 2021, they are excluded from weighted-average shares outstanding in the net loss per share calculation. In accordance with ASC Topic 480, Distinguishing Liabilities from Equity , as no derivative feature exists, the warrants issued to executives were classified as equity and the Company determined that as of December 31, 2021 and December 31, 2020 it is not likely that these warrants would vest and as such the value of the warrants would be deemed immaterial with no impact on the accompanying financial statements. In connection with the IPO, the Company issued 2,750,000 Warrants, with a per share exercise price of $6.00 and exercisable immediately. The Warrants expire five years from the date of issuance. Pursuant to the Underwriting Agreement dated November 10, 2021 between the Company and The Benchmark Company, LLC (the “Underwriter”) the Company granted the Underwriter a 30-day option to purchase up to an additional 412,500 shares of our Common Stock and/or Warrants to cover over-allotments. On consummation of the IPO, the Underwriter exercised the over-allotment option to purchase 412,500 Offering Warrants. The Company also issued warrants to purchase Common Stock (7% of the number of Common Stock sold in IPO) to be issued to the Underwriter, as a portion of the underwriting compensation payable in connection with IPO. The Company issued 192,500 warrants, exercisable at a per share exercise price equal to $7.50 per share. The warrants will expire five years from the date of issuance and are subject to a 180-day lock-up period. A summary of the outstanding warrants as of December 31, 2021 and 2020 is as follows: Number of Weighted Weighted Outstanding and exercisable - December 31, 2020 and 2019 422,549 $ 0.11 2.12 years Exercised — — Warrants issued 3,355,000 $ 6.09 Outstanding and exercisable – December 31, 2021 3,777,549 $ 5.42 4.45 years |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION In 2015, the Company’s Board of Directors approved the HeartBeam, Inc. 2015 Equity Incentive Plan ("2015 Plan"), to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors, and consultants, and to promote the success of the Company’s business. The 2015 Plan provides for the grant of stock options and restricted stock awards (“RSUs”) to purchase common stock. The Board of Directors approved 363,636 shares of common stock issuance under the 2015 Plan. On January 31, 2018, the Board of Directors added an additional 545,454 shares of common stock for issuance under the 2015 Plan. On June 15, 2021, the Board of Directors added an additional 727,272 shares of common stock for issuance under the 2015 Plan. As of December 31, 2021, there were 234,439 shares available for issuance under the 2015 Plan. STOCK OPTIONS The following is a summary of stock option activity during the years ended December 31, 2021 and 2020: Number of Weighted Average Aggregate Outstanding – December 31, 2019 297,560 $ — 7.6 $ 81 Options granted 214,182 0.28 Options exercised (45,000) — Outstanding – December 31, 2020 466,742 $ 0.14 8.2 $ 81 Options granted 679,495 3.22 Forfeitures (5,453) 0.07 Options exercised (34,846) — Outstanding – December 31, 2021 1,105,938 2.03 8.8 1,535 Exercisable – December 31, 2021 346,096 $ 0.57 7.3 $ 878 (*) $ - Indicates exercise price less than $0.01 per share (**) Intrinsic value is based on the fair market value of the Company's common stock. The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. For the years ended December 31, 2021 and 2020, the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: Year ended December 31, 2021 2020 Weighted-average Black-Scholes option pricing model assumptions: Volatility 90.01% - 106.22% 74.61% - 74.89% Expected term (in years) 5.69 - 5.93 5.55 - 5.87 Risk-free rate 0.69% - 1.08% 0.25% - 0.39% Expected dividend yield $ — $ — Weighted average grant date fair value per share $2.07 - 3.44 $0.16 - 0.18 The following is a summary of stock-based compensation expense: Year ended December 31, 2021 2020 General and administration $ 164,933 $ 5,846 Research and development 27,376 3,850 $ 192,309 $ 9,696 RESTRICTED STOCK UNITS On December 14, 2021, the Company issued 30,000 shares of restricted stock awards to a consultant to provide services over the next two years. The total fair value of the issuances is $96,000. During the year ended December 31, 2021, the compensation expense for the RSUs was de minimis. The following is a summary of non-vested RSUs award activity for the year ended December 31, 2021, we had no such activity in 2020: Number of Shares Weighted Average Grant Date Fair Value Non-vested 30,000 $ 3.20 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS During the course of business, the Company obtains accounting services from CTRLCFO, a firm in which the Company’s Chief Financial Officer has significant influence, as well as Hardesty, where he is a non-managing partner. The Company incurred accounting fees from these firms of approximately $88,000 and $82,000 during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company had balances due to these firms amounting to approximately $1,000 and $15,000, respectively. The Company’s Directors and Officers invested in the 2015 Notes of the Company, as did several consultants who provide services. On November 10, 2021, on completion of the IPO and as required under the terms of the 2015 Notes, the Company converted the entirety of the outstanding principal and interest accrued to the 2015 Notes to common stock, which included 586,256 shares issued to Directors and Officers, representing a principal amount of $1,927,000 and interest of $535,296 and 258,420 shares issued to consultants representing a principal amount of $923,000 and interest $162,363. As of December 31, 2020, investments in the 2015 Notes from Directors and Officers was approximately $1,797,000, and investments from consultants was approximately $661,000. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES On May 1, 2019, the Company entered into a month to month lease agreement for our headquarters. The agreement is for an undefined term and can be cancelled at any time, given one month’s notice by either party. The Company’s monthly rent expense associated with this agreement is approximately $1,440. The Company’s month to month headquarters lease is in the name of the Company’s Chief Executive Officer, and the cost is reimbursed monthly. For the years ended December 31, 2021 and 2020, rent expense was approximately $17,000, for each year . |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | INCOME TAX Income tax expense attributable to pretax loss from continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax loss from continuing operations as a result of the following: For the Years ended December 31, 2021 2020 Computed “expected” tax benefit (930,000) 21.00 % (224,100) 21.00 % Increase (reduction) in income taxes resulting from): State tax, net of federal benefit (178,800) 4.04 % (72,700) 6.77 % Permanent items 393,400 (8.88) % 1,700 (0.16) % State research and development credits (6,200) 0.14 % (2,500) 0.23 % Change in valuation allowance 726,800 (16.41) % 297,600 (27.84) % Other (5,200) 0.11 % — — % Total — — % — — % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below as of December 31: For the Years ended December 31, 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 1,982,000 $ 1,317,000 Research and development credits 33,200 27,000 Other 59,500 3,900 Total deferred tax assets 2,074,700 1,347,900 Valuation Allowance (2,074,700) (1,347,900) Net Deferred Tax Assets — — Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $726,800 for the period ended December 31, 2021. As of December 31, 2021, the Company had net operating loss carryforwards for federal and state income tax purposes; each are approximately $7,100,000. If not utilized, these net federal and state operating loss carryforwards will expire beginning in 2035. The 20-year limitation was eliminated for losses generated after January 1, 2018, giving the taxpayer the ability to carry forward losses indefinitely. However, net operating losses will now be limited to 80 percent of taxable income. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential and tax planning strategies in making these assessments. As of December 31, 2021, the Company has federal and state tax credit carryforwards of $7,882 and $50,042, respectively. The state tax credit carryforwards do not expire. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company's ability to utilize NOLs or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an "ownership change." A Section 382 "ownership change" generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company's stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Company may in the future experience, one or more Section 382 "ownership changes." If so, the Company may not be able to utilize a material portion of its NOLs and tax credits, even if the Company achieves profitability. The Company’s policy to recognize interest and penalties associated with unrecognized tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s balance sheet. To date, the Company has not recognized any interest and penalties in its statements of operations, nor has it accrued for or made payments for interest and penalties associated with unrecognized tax benefits. The Company files federal and state income tax returns with varying statutes of limitations. The tax years from inception through 2021 remain open to examination due to the carryover of unused net operating losses and tax credits. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On January 31, 2022, the Company entered into a partnership agreement (the “Partnership Agreement”) with LIVMOR, Inc. (“LIVMOR”), a digital health solutions company, to build a Company-branded version of the LIVMOR’s Halo+ FDA cleared turnkey solution for RPM to connect physicians and patients. The Company-branded version (“HeartBeam Platform”) of LIVMOR’s cloud-based remote monitoring portal will be an FDA registered Class 1 system and fully compliant with FDA standards for cybersecurity, software engineering and human factors and includes the prerequisite infrastructure for industry-leading solutions for telehealth. The Partnership Agreement also outlines rights and responsibilities for the customization of the HeartBeam Platform by LIVMOR with senior executives of both companies supervising the project. The Company’s Partnership Agreement with LIVMOR further support’s the Company’s project schedule for the FDA submission of its first product, an easy-to-use heart attack detection software solution, in an Emergency Department setting. In addition, the Partnership Agreement provides a statement of work for development of the Company’s product, project management supervised by senior executives of the Company and LIVMOR, and regulatory support assistance for HeartBeam Platform by LIVMOR to obtain FDA clearance. Per the Partnership Agreement, the Company and LIVMOR have the right to enter into additional agreements as needed in order to further the Company’s development of its products. On February 18, 2022, the Company entered into a stock purchase agreement pursuant to which the Company agreed to issue and sell (“Private Placement”) to OpenSky Opportunities Fund Ltd. (“Purchaser”) an aggregate of 58,000 units (“Units”), with each Unit consisting of one share of common stock, par value $0.0001 per share (“Common Stock”) and one warrant (the “Warrants”) to purchase one share of Common Stock at a combined price of $6 per Unit. The Common Stock and the Warrants were immediately separable and issued separately but were purchased together in the Private Placement. The Units, the Common Stock and the Warrants issued pursuant to the stock purchase agreement shall be referred to as the “Securities”. We received $348,000 in proceeds from the Private Placement. The Warrants issued with the Private Placement will have a per share exercise price of $6.00 and are exercisable immediately subject to a 180-Day lock up. The Warrants will expire five years from the date of issuance. The Stock Purchase Agreement contains customary representations and warranties of the parties. On March 7, 2022 the Company entered into a professional services agreement (the “Triple Ring Agreement”) with Triple Ring Technologies, Inc. (“Triple Ring”), a co-development company, to assist in the design and development of our telehealth complete solution 3D vector ECG collection device for remote heart attack or MI monitoring. The Triple Ring Agreement is a five-phase expedited device development project scheduled to be completed in the fourth quarter of 2022 for a 510k submission to the FDA. Under the terms of the Triple Ring Agreement, the joint project will include our telehealth 3D vector ECG collection device builds for design verification and validation, device packaging, and a manufacturing technology transfer to a contract manufacturer to be named later. The agreements with LIVMOR and Triple Ring include commitments in 2022 of approximately $3.0 million, of which approximately $1.4 million have been made to date. In addition, there will be license fees on the future commercial use of the platform. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying financial statements have been prepared in conformity with US Generally Accepted Accounting Principles ("US GAAP") and have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. |
Use of Estimates | USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP, 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates. |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTSThe Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and 2020 there were no cash equivalents. The Company maintains cash balances in accounts which exceed the federally insured limits during the year ended December 31, 2021, management does not believe this results in any significant credit risk. As of December 31, 2020 there were no deposits at banks in excess of FDIC insured limits. |
Research and Development Expense | RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional services costs associated with the development of cardiovascular technologies and products. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist primarily of cash, accounts payable, accrued liabilities and debt instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset transaction between market participants on the measurement date. Where available, fair value is based on observable market prices or is derived from such prices. The Company uses the market approach valuation technique to value its investments. The market approach uses prices and other pertinent information generated from market transactions involving identical or comparable assets or liabilities. The types of factors that the Company may consider in fair value pricing the investments include available current market data, including relevant and applicable market quotes. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: • Level 1 - Observable inputs such as quoted prices in active markets. • Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. • Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. |
Accounting For Warrants | ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company accounts for its currently issued warrant instruments in conjunction with the Company’s common stock in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company periodically issues stock options and restricted stock awards to employees and non-employees for services. The Company has adopted ASU 2018-07 which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The Company accounts for such grants issued and vesting to employees and non-employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense over the vesting period. The Company grants certain option holders the right to early exercise, as of December 31, 2021, 24,623 have been early exercised and remain unvested. These early exercised grants are not included in either shares outstanding or weighted average shares outstanding until vested. The fair value of stock options on the date of grant is calculated using the Black-Scholes option pricing model, based on key assumptions such as the fair value of common stock, expected volatility and expected term. These estimates require the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. These assumptions are primarily based on third-party valuations, historical data, peer company data and the judgment of management regarding future trends and other factors. The Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the US Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid and does not expect to pay dividends in the foreseeable future. The Company accounts for forfeitures when they occur. Stock-based compensation expense recognized in the financial statements is reduced by the actual awards forfeited. Compensation cost for restricted stock awards issued to employees and non-employees is measured using the grant date fair value of the award, and expense is recognized over the service period, adjusted to reflect actual forfeitures. |
Income Taxes | INCOME TAXES The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Changes in recognition and measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are included in income tax expense. |
Net Loss Per Common Share | NET LOSS PER COMMON SHARE Basic net loss per share excludes the effect of dilution and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding. |
Recent Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS Adopted: In December 2019, the FASB issued ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company adopted this guidance on January 1, 2021. The impact to the financial statements following this guidance is deemed immaterial. In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 as of January 1, 2021. The impact to the financial statements following this guidance is deemed immaterial. Not Yet Adopted as of December 31, 2021: In June 2016, the FASB issued ASU 2016-13 “Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments”. This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance applies to loans, accounts receivable, trade receivables and other financial assets measured at amortized cost, loan commitments, debt securities and beneficial interests in securitized financial assets, but the effect on the Company is projected to be limited to accounts receivable. In May 2019, the FASB issued ASU 2019-05 “Financial Instruments-Credit Losses (Topic 326)” which provides transition relief for companies adopting ASU 2016-13. This guidance amends ASU 2016-13 to allow companies to elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that were previously recorded at amortized cost under certain circumstances. Companies are required to make this election on an instrument by instrument basis. The guidance will be effective for the fiscal year beginning January 1, 2023, including interim periods within that year. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following is a summary of awards outstanding as of December 31, 2021 and 2020, which are not included in the computation of basic and diluted weighted average shares: Year ended December 31, 2021 2020 Stock options (excluding exercisable penny stock options) 936,996 318,034 Warrants 3,777,549 422,549 Total 4,714,545 740,583 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | A summary of the outstanding warrants as of December 31, 2021 and 2020 is as follows: Number of Weighted Weighted Outstanding and exercisable - December 31, 2020 and 2019 422,549 $ 0.11 2.12 years Exercised — — Warrants issued 3,355,000 $ 6.09 Outstanding and exercisable – December 31, 2021 3,777,549 $ 5.42 4.45 years |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following is a summary of stock option activity during the years ended December 31, 2021 and 2020: Number of Weighted Average Aggregate Outstanding – December 31, 2019 297,560 $ — 7.6 $ 81 Options granted 214,182 0.28 Options exercised (45,000) — Outstanding – December 31, 2020 466,742 $ 0.14 8.2 $ 81 Options granted 679,495 3.22 Forfeitures (5,453) 0.07 Options exercised (34,846) — Outstanding – December 31, 2021 1,105,938 2.03 8.8 1,535 Exercisable – December 31, 2021 346,096 $ 0.57 7.3 $ 878 (*) $ - Indicates exercise price less than $0.01 per share (**) Intrinsic value is based on the fair market value of the Company's common stock. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | For the years ended December 31, 2021 and 2020, the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: Year ended December 31, 2021 2020 Weighted-average Black-Scholes option pricing model assumptions: Volatility 90.01% - 106.22% 74.61% - 74.89% Expected term (in years) 5.69 - 5.93 5.55 - 5.87 Risk-free rate 0.69% - 1.08% 0.25% - 0.39% Expected dividend yield $ — $ — Weighted average grant date fair value per share $2.07 - 3.44 $0.16 - 0.18 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following is a summary of stock-based compensation expense: Year ended December 31, 2021 2020 General and administration $ 164,933 $ 5,846 Research and development 27,376 3,850 $ 192,309 $ 9,696 |
Schedule of Nonvested Restricted Stock Units Activity | The following is a summary of non-vested RSUs award activity for the year ended December 31, 2021, we had no such activity in 2020: Number of Shares Weighted Average Grant Date Fair Value Non-vested 30,000 $ 3.20 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense attributable to pretax loss from continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax loss from continuing operations as a result of the following: For the Years ended December 31, 2021 2020 Computed “expected” tax benefit (930,000) 21.00 % (224,100) 21.00 % Increase (reduction) in income taxes resulting from): State tax, net of federal benefit (178,800) 4.04 % (72,700) 6.77 % Permanent items 393,400 (8.88) % 1,700 (0.16) % State research and development credits (6,200) 0.14 % (2,500) 0.23 % Change in valuation allowance 726,800 (16.41) % 297,600 (27.84) % Other (5,200) 0.11 % — — % Total — — % — — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below as of December 31: For the Years ended December 31, 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 1,982,000 $ 1,317,000 Research and development credits 33,200 27,000 Other 59,500 3,900 Total deferred tax assets 2,074,700 1,347,900 Valuation Allowance (2,074,700) (1,347,900) Net Deferred Tax Assets — — |
Organization and Operations (De
Organization and Operations (Details) | Sep. 27, 2021shares | Dec. 31, 2021segment |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating segments | segment | 1 | |
Reverse stock split ratio, common stock | 0.3636 | |
Reverse stock split, number of shares before split (in shares) | 2.75 | |
Reverse stock split, number of shares after split (in shares) | 1 |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Feb. 28, 2022 | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||||
Accumulated deficit | $ 9,224 | $ 4,796 | ||
Proceeds from Initial Public Offering | $ 14,713 | |||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from issuance of stock through a stock purchase agreement | $ 348 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Accounting Policies [Abstract] | |
Early option exercises (in shares) | 24,623 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,714,545 | 740,583 |
Stock options (excluding exercisable penny stock options) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 936,996 | 318,034 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,777,549 | 422,549 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) - USD ($) | Nov. 10, 2021 | Apr. 21, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 07, 2021 | Mar. 22, 2021 | Dec. 31, 2019 | Aug. 21, 2015 |
Debt Instrument [Line Items] | ||||||||||
Conversion of debt to equity | $ 6,288,000 | $ 0 | ||||||||
Financing fees incurred | $ 64,000 | |||||||||
Interest expense | $ 28,000 | |||||||||
Loan received under Paycheck Protection Program | $ 22,000 | |||||||||
Convertible debt | 2015 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 1,000,000 | |||||||||
Interest rate | 8.00% | |||||||||
Conversion price, percent of per share price | 70.00% | |||||||||
Conversion of debt to equity | $ 5,084,000 | |||||||||
Conversion of debt to equity, accrued interest | $ 1,204,404 | |||||||||
Number of units issued in debt conversion (in shares) | 1,497,216 | |||||||||
Conversion price (in dollars per share) | $ 4.20 | |||||||||
Long-term debt | 3,369,000 | 3,369,000 | ||||||||
Accrued interest | $ 926,000 | $ 926,000 | ||||||||
Convertible debt | 2015 Notes | Amendment Number Seven | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 5,500,000 | |||||||||
Convertible debt | Qualified Financing | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Event occurrence more than likely probability, percent | 50.00% | |||||||||
Share-settled debt discount | 30.00% | |||||||||
Debt discount | $ 1,886,000 | |||||||||
Convertible debt | Qualified Financing | Amendment Number Six | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 2,000,000 |
Debt - Short Term Loans (Detail
Debt - Short Term Loans (Details) - USD ($) | Apr. 21, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Conversion of debt to equity | $ 6,288,000 | $ 0 | |
Repayments of short-term debt | $ 30,000 | $ 20,000 | |
Loan received under Paycheck Protection Program | $ 22,000 | ||
3% Promissory Note | |||
Short-term Debt [Line Items] | |||
Interest rate | 3.00% | ||
Face amount | $ 30,000 | ||
Convertible debt | |||
Short-term Debt [Line Items] | |||
Repayments of short-term debt | 20,000 | ||
Convertible debt | 2015 Notes | |||
Short-term Debt [Line Items] | |||
Conversion of debt to equity | 22,000 | ||
Convertible debt | Short Term Notes Payable | |||
Short-term Debt [Line Items] | |||
Original debt settled | 42,000 | ||
Convertible debt | Promissory Note | |||
Short-term Debt [Line Items] | |||
Repayments of short-term debt | 10,000 | ||
Convertible debt | Advance | |||
Short-term Debt [Line Items] | |||
Repayments of short-term debt | 6,000 | ||
Convertible debt | Accrued Interest | |||
Short-term Debt [Line Items] | |||
Repayments of short-term debt | $ 4,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) | Nov. 15, 2021 | Nov. 10, 2021 | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ 7.50 | $ 5.42 | $ 0.11 | $ 2.75 | ||
Period which warrants are exercisable | 5 years | 4 years | ||||
Proceeds from Initial Public Offering | $ 14,713,000 | |||||
Conversion of debt to equity | $ 6,288,000 | $ 0 | ||||
Common stock issuance upon vesting and exercise of stock options (in shares) | 34,846 | 45,000 | ||||
2015 Notes | Convertible debt | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Conversion of debt to equity | $ 5,084,000 | |||||
Conversion of debt to equity, accrued interest | $ 1,204,404 | |||||
Number of units issued in debt conversion (in shares) | 1,497,216 | |||||
Conversion price (in dollars per share) | $ 4.20 | |||||
Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock issuance upon vesting and exercise of stock options (in shares) | 34,846 | 45,000 | ||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in IPO (in shares) | 2,750,000 | |||||
Exercise price of warrants (in dollars per share) | $ 6 | |||||
Period which warrants are exercisable | 5 years | |||||
Proceeds from Initial Public Offering | $ 14,713,000 | |||||
Underwriting discount and commissions and other expenses | $ 1,800,000 | |||||
IPO | Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued per each unit (in shares) | 1 | |||||
Shares issued in IPO, price per share (in dollars per share) | $ 0.0001 | |||||
IPO | Common Stock | Consultants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ 5.50 | |||||
Stock issued for service (in shares) | 78,025 | |||||
Stock issued for service | $ 365,000 | |||||
Warrant expiration period | 5 years | |||||
Warrant fair value (in dollars per warrant) | $ 1.25 | |||||
Fair value assumptions, fair value per share (in dollars per share) | $ 2.28 | |||||
Expected volatility rate | 90.81% | |||||
Expected dividend rate | 0.00% | |||||
Risk-free rate | 0.87% | |||||
Expected term (in years) | 5 years | |||||
Fair value of warrants issued for service | 91,000 | |||||
IPO | Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued per each unit (in shares) | 1 | |||||
Shares issued in IPO, price per share (in dollars per share) | $ 6 | |||||
Exercise price of warrants (in dollars per share) | $ 6 | |||||
Period which warrants are exercisable | 5 years | |||||
IPO | Warrants | Consultants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued for service (in shares) | 72,727 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) | Nov. 15, 2021 | Nov. 10, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 192,500 | 15,277 | 3,777,549 | 422,549 | |
Exercise price of warrants (in dollars per share) | $ 7.50 | $ 2.75 | $ 5.42 | $ 0.11 | |
Period which warrants are exercisable | 5 years | 4 years | |||
Warrant lock-up period | 180 days | ||||
IPO | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 2,750,000 | ||||
Exercise price of warrants (in dollars per share) | $ 6 | ||||
Period which warrants are exercisable | 5 years | ||||
Percent of common stock sold in IPO to be issued to underwriter | 7.00% | ||||
Over-Allotment Option | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 412,500 | ||||
Option to purchase additional shares or warrants, period | 30 days | ||||
Penny Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 407,272 | ||||
Grant date fair value (in dollars per share) | $ 0.0003 | ||||
Warrant exercise, market capitalization threshold | $ 50,000,000 | ||||
Warrant exercise, market capitalization threshold period | 5 days | ||||
Warrant exercise, change of control transaction proceeds threshold | $ 50,000,000 | ||||
Warrant exercise, pre-money third party investor valuation threshold | $ 50,000,000 | ||||
Warrant exercise, change of control, service provider status by Company, termination period | 12 months | ||||
Warrant exercise, change of control, service provider status by Holder, termination period | 12 months |
Stockholders' Equity - Warran_2
Stockholders' Equity - Warrants Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants, beginning of period (in shares) | 422,549 | 422,549 |
Exercised (in shares) | 0 | |
Warrants issued (in shares) | 3,355,000 | |
Warrants, end of period (in shares) | 3,777,549 | |
Warrants, beginning of period, weighted average exercise price (in dollars per share) | $ 0.11 | $ 0.11 |
Exercised (in dollars per share) | 0 | |
Warrants issued (in dollars per share) | 6.09 | |
Warrants, end of period, weighted average exercise price (in dollars per share) | $ 5.42 | |
Weighted average remaining life (years) | 2 years 1 month 13 days | 4 years 5 months 12 days |
Stock-Based Compensation - Equi
Stock-Based Compensation - Equity Incentive Plan (Details) - 2015 Equity Incentive Plan - shares | Jun. 15, 2021 | Jan. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance (in shares) | 234,439 | 363,636 | ||
Number of additional shares authorized for issuance (in shares) | 727,272 | 545,454 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 466,742 | 297,560 | |
Options granted (in shares) | 679,495 | 214,182 | |
Forfeitures (in shares) | (5,453) | ||
Options exercised (in shares) | (34,846) | (45,000) | |
Ending balance (in shares) | 1,105,938 | 466,742 | 297,560 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Beginning balance, Weighted average exercise price (in dollars per share) | $ 0.14 | $ 0 | |
Options granted, Weighted average exercise price (in dollars per share) | 3.22 | 0.28 | |
Forfeitures, Weighted average exercise price (in dollars per share) | 0.07 | ||
Options exercised, Weighted average exercise price (in dollars per share) | 0 | 0 | |
Ending balance, Weighted average exercise price (in dollars per share) | $ 2.03 | $ 0.14 | $ 0 |
Average remaining contractual life | 8 years 9 months 18 days | 8 years 2 months 12 days | 7 years 7 months 6 days |
Aggregate intrinsic value, outstanding | $ 1,535 | $ 81 | $ 81 |
Exercisable (in shares) | 346,096 | ||
Exercisable, Weighted average exercise price (in dollars per share) | $ 0.57 | ||
Exercisable, Average remaining contractual life) | 7 years 3 months 18 days | ||
Exercisable, Aggregate intrinsic value | $ 878 | ||
Exercise price per share (in dollars per share) | $ 0.01 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | $ 0 | $ 0 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 90.01% | 74.61% |
Expected term (in years) | 5 years 8 months 8 days | 5 years 6 months 18 days |
Risk-free rate | 0.69% | 0.25% |
Weighted average grant date fair value per share (in dollars per share) | $ 2.07 | $ 0.16 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 106.22% | 74.89% |
Expected term (in years) | 5 years 11 months 4 days | 5 years 10 months 13 days |
Risk-free rate | 1.08% | 0.39% |
Weighted average grant date fair value per share (in dollars per share) | $ 3.44 | $ 0.18 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 192,309 | $ 9,696 |
Research and Development Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 27,376 | 3,850 |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 164,933 | $ 5,846 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2021 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards issued (in shares) | 30,000 | |
Period services are provided by consultant | 2 years | |
Fair value of the issuances | $ 96 | |
Awards outstanding (in shares) | 30,000 | |
Weighted Average Grant Date Fair Value (in dollars per share) | $ 3.20 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Monthly rent expense | $ 1,440 | ||
Conversion of debt to equity | 6,288,000 | $ 0 | |
Affiliated Entity | Accounting Services | CTRLCFO And Hardesty | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related parties | 88,000 | 82,000 | |
Balance due to related parties | $ 1,000 | 15,000 | |
Management | 2015 Notes Investments | Directors And Officers | |||
Related Party Transaction [Line Items] | |||
Shares issued in conversion of notes (in shares) | 586,256 | ||
Investments from related parties | 1,797,000 | ||
Management | 2015 Notes Investments | Directors And Officers | 2015 Notes | |||
Related Party Transaction [Line Items] | |||
Conversion of debt to equity | $ 1,927,000 | ||
Conversion of debt to equity, accrued interest | $ 535,296 | ||
Consultants | 2015 Notes Investments | |||
Related Party Transaction [Line Items] | |||
Shares issued in conversion of notes (in shares) | 258,420 | ||
Conversion of debt to equity | $ 923,000 | ||
Conversion of debt to equity, accrued interest | $ 162,363 | ||
Investments from related parties | $ 661,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Monthly rent expense | $ 1,440 | |
Rent expense | $ 17,000 | $ 17,000 |
Income Tax - Effective Income T
Income Tax - Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Computed “expected” tax benefit | $ (930,000) | $ (224,100) |
State tax, net of federal benefit | (178,800) | (72,700) |
Permanent items | 393,400 | 1,700 |
State research and development credits | (6,200) | (2,500) |
Change in valuation allowance | 726,800 | 297,600 |
Other | (5,200) | 0 |
Income tax provision | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Computed “expected” tax benefit | 21.00% | 21.00% |
State tax, net of federal benefit | 4.04% | 6.77% |
Permanent items | (8.88%) | (0.16%) |
State research and development credits | 0.14% | 0.23% |
Change in valuation allowance | (16.41%) | (27.84%) |
Other | 0.11% | 0.00% |
Total | 0.00% | 0.00% |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,982,000 | $ 1,317,000 |
Research and development credits | 33,200 | 27,000 |
Other | 59,500 | 3,900 |
Total deferred tax assets | 2,074,700 | 1,347,900 |
Valuation Allowance | (2,074,700) | (1,347,900) |
Net Deferred Tax Assets | $ 0 | $ 0 |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Tax Credit Carryforward [Line Items] | |
Increase in valuation allowance | $ 726,800 |
Net operating loss carryforwards | 7,100,000 |
Domestic Tax Authority | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | 7,882 |
State and Local Jurisdiction | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | $ 50,042 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 18, 2022 | Nov. 15, 2021 | Mar. 07, 2022 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ 7.50 | $ 2.75 | $ 5.42 | $ 0.11 | ||
Warrant lock-up period | 180 days | |||||
Period which warrants are exercisable | 5 years | 4 years | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Purchase commitments | $ 3,000 | |||||
Subsequent Event | LIVMOR And Triple Ring | ||||||
Subsequent Event [Line Items] | ||||||
Payments for purchase obligations | $ 1,400 | |||||
Subsequent Event | Private Placement | OpenSky Opportunities Fund Ltd. | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued (in shares) | 58,000 | |||||
Shares issued, price per share (in dollars per share) | $ 6 | |||||
Proceeds from issuance of private placement | $ 348 | |||||
Subsequent Event | Private Placement | Common Stock | OpenSky Opportunities Fund Ltd. | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued per each unit (in shares) | 1 | |||||
Shares issued, price per share (in dollars per share) | $ 0.0001 | |||||
Number of shares purchased per each unit (in shares) | 1 | |||||
Subsequent Event | Private Placement | Warrants | OpenSky Opportunities Fund Ltd. | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued per each unit (in shares) | 1 | |||||
Exercise price of warrants (in dollars per share) | $ 6 | |||||
Warrant lock-up period | 180 days | |||||
Period which warrants are exercisable | 5 years |