Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document and Entity Information [Abstract] | |
Document Type | S-1/A |
Entity Registrant Name | Assure Holdings Corp. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001798270 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 905 | $ 4,020 |
Accounts receivable, net | 15,143 | 27,810 |
Income tax receivable | 140 | 136 |
Other current assets | 200 | 151 |
Due from MSAs | 5,006 | 5,886 |
Total current assets | 21,394 | 38,003 |
Equity method investments | 310 | 525 |
Fixed assets | 76 | 85 |
Operating lease right of use asset, net | 672 | 956 |
Finance lease right of use asset, net | 382 | 743 |
Intangibles, net | 390 | 3,649 |
Goodwill | 1,025 | 4,448 |
Total assets | 24,249 | 48,409 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,919 | 2,194 |
Current portion of debt | 965 | 515 |
Current portion of lease liability | 550 | 702 |
Current portion of acquisition liability | 306 | 306 |
Other current liabilities | 231 | |
Total current liabilities | 4,971 | 3,717 |
Lease liability, net of current portion | 964 | 1,482 |
Debt, net of current portion | 11,874 | 13,169 |
Acquisition liability | 179 | 459 |
Fair value of stock option liability | 25 | |
Deferred tax liability, net | 796 | 601 |
Total liabilities | 18,784 | 19,453 |
Commitments and contingencies (Note 16) | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value; 9,000,000 shares authorized; 1,051,098 and 645,943 shares issued and outstanding, as of December 31, 2022 and 2021, respectively | 21 | 13 |
Additional paid-in capital | 50,000 | 43,387 |
Accumulated deficit | (44,556) | (14,444) |
Total shareholders' equity | 5,465 | 28,956 |
Total liabilities and shareholders' equity | $ 24,249 | $ 48,409 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Oct. 11, 2022 | Mar. 03, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 9,000,000 | 9,000,000 | ||
Common stock, shares issued | 1,051,098 | 22,021,952 | 645,943 | |
Common stock, shares outstanding | 1,051,098 | 22,021,952 | 645,943 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Total revenue | $ 10,976 | $ 29,192 |
Cost of revenues, excluding depreciation and amortization | 15,190 | 14,318 |
Gross (loss) margin | (4,214) | 14,874 |
Operating expenses | ||
General and administrative | 15,065 | 14,805 |
Sales and marketing | 945 | 1,082 |
Depreciation and amortization | 4,060 | 1,114 |
Impairment charge | 3,540 | |
Total operating expenses | 23,610 | 17,001 |
Loss from operations | (27,824) | (2,127) |
Other income (expenses) | ||
Income from equity method investments | 39 | 225 |
Gain on Paycheck Protection Program loan forgiveness | 1,665 | |
Other expense, net | (1,370) | (46) |
Accretion expense | (681) | (556) |
Interest expense, net | (1,739) | (1,081) |
Total other expense | (2,086) | (1,458) |
Loss before income taxes | (29,910) | (3,585) |
Income tax benefit (expense) | (202) | 829 |
Net loss | $ (30,112) | $ (2,756) |
Loss per share | ||
Basic | $ (40.06) | $ (4.70) |
Diluted | $ (40.06) | $ (4.70) |
Weighted average number of shares used in per share calculation - basic | 751,659 | 586,271 |
Weighted average number of shares used in per share calculation - diluted | 751,659 | 586,271 |
Technical services | ||
Revenue | ||
Total revenue | $ 825 | $ 13,527 |
Professional services | ||
Revenue | ||
Total revenue | 7,498 | 12,330 |
Product and Service, Other [Member] | ||
Revenue | ||
Total revenue | $ 2,653 | $ 3,335 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (30,112) | $ (2,756) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Income from equity method investments | (39) | (225) |
Stock-based compensation | 1,029 | 1,913 |
Depreciation and amortization | 4,060 | 1,114 |
Amortization of debt issuance costs | 161 | 93 |
Provision for stock option fair value | (25) | 9 |
Impairment charge | 3,540 | |
Gain on Paycheck Protection Program loan | (1,665) | |
Accretion expense | 681 | 556 |
Tax impact of equity transactions | 2 | |
Change in operating assets and liabilities | ||
Accounts receivable, net | 12,667 | (10,845) |
Prepaid expenses | (49) | 133 |
Right of use assets | 280 | 48 |
Accounts payable and accrued liabilities | 724 | (920) |
Due from MSAs | 1,054 | (1,071) |
Lease liability | (750) | (500) |
Income taxes | 191 | (846) |
Other assets and liabilities | 217 | (76) |
Net cash used in operating activities | (8,034) | (13,373) |
Cash flows from investing activities | ||
Purchase of fixed assets | (80) | |
Net cash paid for acquisitions | (280) | (307) |
Distributions received from equity method investments | 80 | 308 |
Net cash (used in) provided by investing activities | (280) | 1 |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 4 | 19 |
Proceeds from share issuance, net | 5,195 | 5,062 |
Proceeds from Paycheck Protection Program loan | 1,665 | |
Proceeds from debenture | 10,360 | |
Repayment of short-term debt | (4,100) | |
Net cash provided by financing activities | 5,199 | 13,006 |
Decrease in cash | (3,115) | (366) |
Cash at beginning of period | 4,020 | 4,386 |
Cash at end of period | 905 | 4,020 |
Supplemental cash flow information | ||
Interest paid | 1,451 | 850 |
Income taxes paid | 16 | |
Supplemental non-cash flow information | ||
Purchase of equipment with finance leases | 79 | 431 |
Settlement of performance share issuance liability | 2,668 | |
Settlement of acquisition share issuance liability | 540 | |
Convertible debt exercised for common shares | $ 60 | |
Intangible assets acquired in exchange for common shares issued | $ 390 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Beginning Balances at Dec. 31, 2020 | $ 11 | $ 30,886 | $ (11,688) | $ 19,209 |
Beginning Balances (in shares) at Dec. 31, 2020 | 563,789 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 150 | |||
Share issuance, net | $ 1 | 5,061 | 5,062 | |
Share issuance, net (in shares) | 57,530 | |||
Stock-based compensation | 1,913 | 1,913 | ||
Tax impact of equity transactions | (862) | (862) | ||
Net loss | (2,756) | (2,756) | ||
Share issuance, acquisition related | $ 1 | 2,814 | 2,815 | |
Share issuance, acquisition related (in shares) | 21,606 | |||
Convertible debt converted into common shares | 60 | 60 | ||
Convertible debt converted into common shares (in shares) | 669 | |||
Equity component of debenture issuance | 1,203 | 1,203 | ||
Settlement of performance share liability | 2,293 | 2,293 | ||
Settlement of performance share liability (in shares) | 2,198 | |||
Other (in shares) | 1 | |||
Ending Balance at Dec. 31, 2021 | $ 13 | 43,387 | (14,444) | 28,956 |
Ending Balance (in shares) at Dec. 31, 2021 | 645,943 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 4 | 4 | ||
Exercise of stock options (in shares) | 40 | |||
Share issuance, net | $ 6 | 5,189 | 5,195 | |
Share issuance, net (in shares) | 278,804 | |||
Stock-based compensation | $ 2 | 1,418 | 1,420 | |
Stock-based compensation (in shares) | 126,311 | |||
Tax impact of equity transactions | 2 | 2 | ||
Net loss | (30,112) | (30,112) | ||
Ending Balance at Dec. 31, 2022 | $ 21 | $ 50,000 | $ (44,556) | $ 5,465 |
Ending Balance (in shares) at Dec. 31, 2022 | 1,051,098 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Assure Holdings Corp. (“Assure” or the “Company”), through its two indirect wholly-owned subsidiaries, Assure Neuromonitoring, LLC (“Neuromonitoring”) and Assure Networks, LLC (“Networks”), provides technical and professional intraoperative neuromonitoring (“IONM”) surgical support services for neurosurgery, spine, cardiovascular, orthopedic, ear, nose, and throat, and other surgical procedures that place the nervous system at risk. interoperative neurophysiologists (“INP”) electroencephalographic ( electromyography (“ The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger, the Company was redomiciled in Nevada on May 16, 2017. Neuromonitoring was formed on August 25, 2015 in Colorado and currently has multiple wholly-owned subsidiaries. The Company’s services are sold in the United States, directly through the Company. Networks was formed on November 7, 2016 in Colorado and holds varying ownerships interests in numerous Provider Network Entities (“PEs”), which are professional IONM entities. These entities are accounted for under the equity method of accounting. Additionally, Networks manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and majority-owned entities. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s current cash balance and estimated cash from operations for the next 12 months is not sufficient to meet the Company’s working capital needs for the next 12 months. The Company intends to seek equity or debt financing and have implemented significant cost cutting measures to mitigate our going concern. Such financings may include the issuance of shares of common stock, warrants to purchase common stock, convertible debt or other instruments that may dilute our current stockholders. Financing may not be available to us on acceptable terms depending on market conditions at the time we seek financing. however, there is no guarantee when, or if, these funds will be received during 2023. For entities in which management has determined the Company does not have a controlling financial interest but has varying degrees of influence regarding operating policies of that entity, the Company’s investment is accounted for using the equity method of accounting. The Company’s fiscal year ends on December 31 and the Company employs a calendar month-end reporting period for its quarterly reporting. Common Stock Reverse Split During March 2023, the Company effectuated a twenty Reclassifications Certain amounts for the year ended December 31, 2021 have been reclassified to conform to the 2022 presentation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, difficult, and subjective judgment include the recognition and measurement of patient service fees, net, hospital, management and other revenue, the collectability of accounts receivable, the fair value measurements of goodwill and intangible assets, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, the valuation and recognition of stock-based compensation expense, among others. Actual results experienced by the Company may differ from management’s estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant assumptions, judgments, and estimates that management has made at the end of the reporting period that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: patient service fees, net; hospital, management, and other revenue; accounts receivable; and due to/from related parties. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. The Company did not have any cash equivalents as of December 31, 2022 or 2021. Financial Instruments Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, bank debt, trade and other receivables, trade and other payables, acquisition indebtedness, convertible debentures, and finance leases. The carrying amounts of the Company’s cash, receivables, and payables, as reflected in the consolidated financial statements approximate fair value due to the short-term maturity of these items. The other long-term instruments approximate their carrying amounts as assessed by management. The Company’s financial instruments are exposed to certain financial risks, including concentration risk, liquidity risk, and market risk. Concentration risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash and trade receivables. The carrying amount of the financial assets represents the maximum credit exposure. The Company limits its exposure to concentration risk on cash by placing these financial instruments with high-credit, quality financial institutions and only investing in liquid, investment grade securities. The Company has a number of individual third party payors and no individual third party insurers that represent a concentration risk. Net patient service fee revenue is recognized in the period in which IONM services are rendered, at net realizable amounts from third party payors when collection is reasonably assured and can be estimated. The Company bills national, regional and local third party insurers which pose a low risk of insolvency because they are regulated by state insurance commissions which require appropriate reserves to be maintained to reimburse healthcare providers for submitted claims. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party insurers. Since allowable charges for services rendered out-of-network are not contractually based, the Company establishes net realized value by evaluating the payor mix, historical settlement and payment data for a given payor type, and current economic conditions to calculate an appropriate net realizable value for net patient service revenue and accounts receivables. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its net patient service revenue estimates as necessary in subsequent periods. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due and arises from the Company’s management of working capital. The Company ensures that there is sufficient liquidity to meet its short-term business requirements, considering its anticipated cash flows from operations and its holdings of cash. A significant portion of the trade and other payables balance is related to amounts owed to third-parties for professional fees and the accrual of billing and collection fees to be paid to the Company’s third party billing and collection vendors. The billing and collection fees are accrued in the same period as services are rendered and revenue is recognized by the Company. The accrued billing and collection fees are calculated based on a percentage of the estimated net realized value of the of the revenue recognized. The accrued fees to be paid to the third party billing and collection vendors are contingent on cash collections and are typically paid the following month after collections are achieved. Additional billing and collection fees are accrued when the cash collected exceeds the revenue recognized by the Company at the time of services rendered. Market risk is the risk that changes in the market prices, such as interest rates, will affect the Company’s income or the value of the financial instruments held. The Company’s policy is to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for the Company. Fluctuations in the interest rates impact the value of cash but such fluctuations will have no significant impact to the Company’s financial instruments. Goodwill and Identified Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using a Level 1 input which estimates the fair value of the Company’s equity by utilizing the Company’s trading price as of the end of the reporting period. The Company then compares the derived fair value of a reporting unit with the carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During the fourth quarter 2022, the Company determined there to be an indicator of goodwill impairment based upon the Company’s market capitalization exceeding book capital. The Company its analysis and recorded an impairment charge $3.4 million for the year ended December 31, 2022. There was no impairment charge for the year ended December 31, 2021. Identified intangible assets Identified finite-lived intangible assets consist of trade names and other agreements. The tradename has an indefinite life and is not being amortized, while the agreements are being amortized on a straight-line bases over their estimated useful lives: Doctor agreements 1 year Noncompete agreements 2 years The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. During the year ended December 31, 2022, the Company’s estimated useful life for doctor agreements decreased to one year from 10 years since the Company believes this useful life better reflects the assessment surgeons make when evaluating service providers. As a result, the Company recorded additional amortization of $3.1 million related to this change in estimate. Additionally, the Company recorded impairment charges related to trade names that are no longer in use during the years ended December 31, 2022 and 2021 of $117 thousand and nil, respectively. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the related assets’ estimated useful lives: Medical equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred. Debt Issuance Costs Debt issuance costs are presented in the consolidated balance sheets as a deduction from the carrying amount of the long-term debt and are amortized over the term of the associated debt to interest expense using the effective interest method. In addition, the Company elects to continue to defer the unamortized debt issuance costs when it pays down a portion of the debt as the prepayment is factored into the terms agreed to on the debt. Share Issuance Costs Costs attributable to the raising of capital are applied against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of shares to which the costs relate. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities, and noncurrent lease liabilities in the Company’s consolidated balance sheets. The ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components from lease components and instead to account for each separate lease component and its associated non-lease components as a single lease component. Revenue Recognition and Collection Cycle The Company recognizes revenue primarily from fees for IONM services provided. Revenue is recognized at a point in time upon satisfaction of the Company’s performance obligation to a customer, which is at the time of service. Revenue is based on the Company’s best estimate of the transaction price the Company expects to receive in exchange for the services rendered. Our estimate of the transaction price includes estimates of price concessions for such items as contractual allowances from third-party payors, potential adjustments that may arise from payment, and uncollectible amounts. The Company performs a collection analysis for out-of-network billings to private insurance companies and adjusts its estimated transaction price if the collection rate is different from the amount recorded in previous periods. Historically, this analysis is performed monthly. The cash collection cycles of the Company may be protracted due to the majority of its revenue being billed to third-party commercial insurance payors on an out-of-network basis. The collection cycle for IONM to out-of-network payors may require an extended period to maximize reimbursement on claims, which results in accounts receivable growth tied to the Company’s overall growth in technical and professional service revenues. The collection cycle may consist of multiple payments from out-of-network private insurance payors, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Based on the Company’s historical experience, claims generally become uncollectible once they are aged greater than 24 months; as such, included in the Company’s allowance for implicit price concessions is an estimate of the likelihood that a portion of the Company’s accounts receivable may become uncollectible due to age. The Company continues collection efforts on claims aged over 24 months. Collections on claims are recorded as revenue in the period received as such collections represent a subsequent change to the initial estimation of the transaction price. Technical and professional service revenue Technical and professional service revenue is recognized at a point in time in which performance obligations are satisfied at the amount that reflects the consideration to which the Company expects to be entitled. Performance obligations are satisfied when IONM services are rendered. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party commercial insurers. Since allowable charges for services rendered out-of-network are not explicitly identified in the contract, the Company determines the transaction price based on standard charges for services provided, reduced by an estimate of contractual adjustments and implicit price concessions based on evaluating the payor mix, historical settlements and payment data for payor types and current economic conditions to calculate an appropriate net realizable value for revenue and accounts receivable. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its revenue estimates as necessary in subsequent periods. Other revenue The Company recognizes revenue from managed service arrangements on a contractual basis. Revenue is recorded when the Company has completed its performance obligations, which is the time of service. Stock-based Compensation Expense The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on stock-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of a stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the event the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company may grant performance share units (“PSUs”) to employees or consultants. PSU awards will vest if certain employee-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each PSU award will convert into common stock at a defined ratio depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSUs’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. Other income (expense), net The Company records transactions to other income (expense), net that are not related to the normal course of business. During the year ended December 31, 2022, the Company recorded other expense of $1.3 million primarily related to the settlement of amounts due from MSAs and PEs due to the termination of those agreements. The Company expects to incur similar settlement charges during the first half of 2023 related to the termination of MSA and/or PE agreements during 2023. Segment and Geographic Information The Company operates in one segment and its services are sold nationally in the United States directly through the Company. Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was determined using the asset and liability method prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. If and when it is determined that a deferred tax asset will not be realized for its full amount, the Company will recognize and record a valuation allowance with a corresponding charge to earnings. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recent Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update No, 2016-13, and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period. The adoption of this standard will not have a material impact to the Company’s 2023 financial statements. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE | |
REVENUE | 4. REVENUE The Company disaggregates revenue from contracts with customers by revenue stream as this depicts the nature, amount, timing and uncertainty of its revenue and cash flows as affected by economic factors. Commercial insurance consists of all Neuromonitoring cases whereby a patient has healthcare insurance. Facility billing consists of services related to uninsured or government patients whereby the Company has an agreement with the facility for services for the patient and other contracted agreements with facilities. The Company’s revenue disaggregated by payor is as follows (stated in thousands): Year Ended December 31, 2022 2021 Commercial insurance $ 3,597 $ 21,978 Facility billing 4,726 3,879 Managed service agreements and other 2,653 3,335 Total $ 10,976 $ 29,192 Accounts Receivable A summary of the accounts receivable by revenue stream is as follows (stated in thousands): December 31, December 31, 2022 2021 Technical service $ 3,072 $ 18,904 Professional service 11,829 8,209 Other 242 697 Total accounts receivable, net $ 15,143 $ 27,810 The concentration of accounts receivable by payor as a percentage of total accounts receivable is as follows: As of December 31, As of December 31, 2022 2021 Commercial insurance 84 % 91 % Facility billing 9 % 2 % Other 7 % 7 % Total 100 % 100 % |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consisted of the following (stated in thousands): December 31, 2022 2021 Medical equipment $ 401 $ 347 Computer equipment 43 43 Furniture and fixtures 84 69 Gross property, plant and equipment 528 459 Less: Accumulated depreciation and amortization (452) (374) Property, plant and equipment, net $ 76 $ 85 Depreciation expense related to equipment and furniture and fixtures was $78 thousand and $102 thousand for the years ended December 31, 2022 and 2021, respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | 6. LEASES Under ASC 842, Leases Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As a practical expedient, the Company elected not to separate non-lease components for the corporate office facility (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. Operating leases During November 2021, the Company entered into a new lease for corporate office facilities commencing December 1, 2021 which expires on October 31, 2025. The incremental borrowing rate for this lease was 10%. Finance leases The Company leases medical equipment under financing leases with stated interest rates ranging from 5.2% — 13.4% per annum which expire at various dates through 2026. The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2022 and 2021 (stated in thousands): December 31, December 31, 2022 2021 Operating $ 672 $ 956 Finance 382 743 Total $ 1,054 $ 1,699 Finance lease assets are reported net of accumulated amortization of $2.4 million and $2.0 million as of December 31, 2022 and 2021, respectively. The following are the components of lease cost for operating and finance leases (stated in thousands): Year Ended December 31, 2022 2021 Lease cost: Operating leases: Amortization of ROU assets $ 309 $ 124 Interest on lease liabilities 89 — Total operating lease cost 398 124 Finance leases: Amortization of ROU assets 449 381 Interest on lease liabilities 81 67 Total finance lease cost 530 448 Total lease cost $ 928 $ 572 The Company incurred rent expense of $210 thousand from July through December 2021 related to the month-to-month office lease agreement prior to entering into the lease agreement discussed above. The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of December 31, 2022 December 31, 2021 Weighted average remaining lease term (years): Operating leases 1.0 3.8 Finance leases 1.4 2.9 Weighted average discount rate (%): Operating leases 10.0 10.0 Finance leases 7.6 8.0 The Company obtained ROU assets in exchange for lease liabilities of $79 thousand and $1.4 million upon commencement of finance leases during the year ended December 31, 2022 and 2021, respectively. Future minimum lease payments and related lease liabilities as of December 31, 2022 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2023 $ 303 $ 360 $ 663 2024 328 268 596 2025 279 153 432 2026 — 23 23 Total lease payments 910 804 1,714 Less: imputed interest (123) (77) (200) Present value of lease liabilities 787 727 1,514 Less: current portion of lease liabilities 234 316 550 Noncurrent lease liabilities $ 553 $ 411 $ 964 Note: Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes. |
ACQUISITIONS AND INTANGIBLES
ACQUISITIONS AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS AND INTANGIBLES | |
ACQUISITIONS AND INTANGIBLES | 7. ACQUISITIONS AND INTANGIBLES Sentry Neuromonitoring Effective on April 30, 2021 (the “Closing Date”), Assure Networks Texas Holdings II, LLC, a Colorado limited liability company and wholly-owned subsidiary of Assure Holdings (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sentry Neuromonitoring, LLC (the “Seller”), and certain owners (collectively “Principals”). Under the terms of the Purchase Agreement, Assure Texas Holdings agreed to purchase certain assets (“Acquired Assets”) related to the Seller’s interoperative neuromonitoring business (the “Business”) and assumed certain liabilities of the Seller. The Acquired Assets included, among other items, all assets used in the Business, certain tangible personal property, inventory, Seller’s records related to the Business, deposits and prepaid expenses, certain contracts related to the Business, licenses, intellectual property, goodwill and accounts receivables. The purchase qualified as a business combination for accounting purposes. The purchase price for the assets consisted of cash and stock, payable as follows: Cash Payment Cash consideration of $1,125,000 in installment payments, payable (a) $153,125 at closing, (b) $153,125 within 30 days of Closing Date and (c) $818,750, together with interest at the applicable federal rate, shall be paid in cash in thirty-six equal monthly installments, with the first installment being due on or before the first business day of the first month following the sixtieth day from the Closing Date and the remaining installments being due on the first business day of each month thereafter. Stock Payment The Company issued 11,861 shares of common stock issued to the Seller or the Principals, as elected by Seller, with a value of $1,625,000, determined on the Closing Date, as quoted on the TSX Venture Exchange, on or about the Closing Date and 4,745 shares of common stock were placed in escrow with a value of $650,000 and are being held by the Escrow Agent pursuant to terms set forth in an escrow agreement to be mutually agreed to by Purchaser and Seller. The common stock is subject to regulatory restrictions and requirements and a 12 month lock up from the date of delivery, in addition to any additional lock up period imposed on the common stock under applicable law and/or regulation, Reimbursements Reimbursement to Seller for operational capital injected by Seller or its Principals since December 31, 2020, for verifiable and reasonable expenses, consistent with past business practices up to a cap of $50 thousand. Receivable Bonus Purchaser agreed to pay Seller or the Principals, as elected by Seller, a bonus in an amount equal to $250,000 (“Receivable Bonus”) upon collecting $3,000,001 in accounts receivable acquired by Purchaser for accounts receivable that was generated by Seller prior to the Closing. The Receivable Bonus, if earned, will be paid to Seller or the Principals, as elected by Seller, in three payments: (i) the first payment being in the amount of $100 thousand, payable on the thirtieth (30th) day following the date the Receivable Bonus is earned, (ii) the second payment being in the amount of $100 thousand, payable on the sixtieth (60th) day following the date the Receivable Bonus is earned, and (iii) the third payment in the amount of $50 thousand, payable on the ninetieth (90th) day following the date the Receivable Bonus is earned. Founders’ Bonus The Company agreed to pay a $50 thousand bonus (“Founders’ Bonus”) payment to certain owners in installments: (i) $25 thousand at Closing and (ii) $25 thousand within twelve (12) months of Closing. The Founders’ Bonus is additional consideration, which is independent, separate and apart from other consideration to be paid by Purchaser. Under the Purchase Agreement, Purchaser agreed to enter into employment agreements with certain key personnel of Seller, as determined by Purchaser. The employment agreements, in standard form of employment agreement of Purchaser, include: (i) a minimum annual base salary of $175 thousand with full benefits and (ii) up to $50 thousand in annual variable compensation bonus to be memorialized in a mutually agreeable form of agreement that details the scope of services and compensation. The following table summarizes the allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (stated in thousands): The table below presents the fair value that was allocated to assets and liabilities based upon fair values as determined by the Company (stated in thousands). Purchase price consideration: Cash $ 1,125 Common stock, at fair value 2,275 Total consideration $ 3,400 Assets acquired: Cash $ 51 Accounts receivable 2,000 Right of use assets 131 Total assets acquired 2,182 Liabilities assumed: Accounts payable and accrued liabilities 242 Lease liability 131 Total liabilities assumed 373 Goodwill 1,591 Total $ 3,400 |
INTANGIBLES AND GOODWILL
INTANGIBLES AND GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLES AND GOODWILL | |
INTANGIBLES AND GOODWILL | 8. INTANGIBLES AND GOODWILL Goodwill As of December 31, 2022 and 2021, the Company had goodwill of $1.0 million and $4.4 million, respectively. As of December 31, 2022, the Company utilized the market capitalization, a level one input, to estimate the Company’s single reporting unit. Based on the analysis the estimated fair value of the reporting unit was $5.5 million, compared to the carrying value of $8.9 million. As such, the fair value of the Company’s single reporting unit was deemed to be below its carrying value as of December 31, 2022, resulting in a goodwill impairment charge of $3.4 million, which is reflected in the consolidated statement of operations for the year ended December 31, 2022. Intangibles Nerve Pro On December 31, 2022, the Company completed the acquisition of substantially all of the assets of Neuroprotect Neuromonitoring, LLC, and certain of its affiliated entities (collectively, “NervePro”), a Colorado-based IONM service provider. Assure determined that the transaction should be accounted for as an asset purchase. As consideration, Assure issued to NervePro 75,000 shares of common stock of the Company at a deemed price of $5.20 per share based on closing price on December 30, 2022. The Company recorded an intangible asset of $390 thousand related to this agreement which will be amortized over one year . Identified intangible assets consisted of the following (stated in thousands): December 31, 2022 2021 Finite-lived intangible assets Doctor agreements $ 390 $ 4,509 Non-compete agreements — 36 Total finite-lived intangible assets 390 4,545 Less accumulated amortization — (1,013) Finite-lived intangible assets, net 390 3,532 Indefinite-lived intangible assets Tradenames — 117 Total intangible assets $ 390 $ 3,649 Amortization expense was $3.5 million and $466 thousand for the years ended December 31, 2022 and 2021, respectively. The increase in amortization for the year ended December 31, 2022 compared to the year ended December 31, 2021 was a result of the change in estimated useful life of Doctor agreements (see Note 3 for the change in estimate). Additionally, during the year ended December 31, 2022, the Company recorded an impairment charge of $117 million as the intangible did not have a future economic benefit. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following (stated in thousands): December 31, 2022 2021 Accounts payable $ 2,296 $ 1,236 Payroll liabilities 86 552 Other accrued liabilities 537 406 Accounts payable and accrued liabilities $ 2,919 $ 2,194 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
DEBT | 10. DEBT As of December 31, 2022 and 2021, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, December 31, 2022 2021 Paycheck Protection Program loan $ — $ 1,687 Total — 1,687 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) (60) Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 1,086 705 Total convertible debt 2,953 2,572 Face value of Centurion debenture 11,000 11,000 Less: deemed fair value ascribed to warrants (1,204) (1,204) Plus: accretion of implied interest 476 176 Less: net debt issuance costs (386) (547) Total Centurion debt 9,886 9,425 Total debt 12,839 13,684 Less: current portion of debt (965) (515) Long-term debt $ 11,874 $ 13,169 As of December 31, 2022, future minimum principal payments are summarized as follows (stated in thousands): Convertible Debt Debenture 2023 $ 965 $ — 2024 2,425 — 2025 — 11,000 Total 3,390 11,000 Less: fair value ascribed to conversion feature and warrants (1,523) (1,204) Plus: accretion and implied interest 1,086 476 Less: net debt issuance costs — (386) $ 2,953 $ 9,886 The following table depicts accretion expense, debt issuance cost amortization and interest expense related to the Company’s debt obligations for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Accretion expense Convertible debenture $ 381 $ 381 Centurion debenture 300 175 $ 681 $ 556 Debt issuance cost amortization Centurion debenture $ 161 $ 93 Interest paid Convertible debenture $ 221 $ 304 Centurion debenture 1,230 456 $ 1,451 $ 760 Paycheck Protection Program During March 2021, the Company received an unsecured loan under the United States Small Business Administration Paycheck Protection Program (“PPP”) in the amount of $1.7 million. Assure executed a PPP promissory note, which was to mature on February 25, 2026. The PPP Loan carried an interest rate of 1.0% per annum, with principal and interest payments due on the first day of each month, with payments commencing on the earlier of: (i) the day the amount of loan forgiveness granted to Assure is remitted by the Small Business Administration to the Bank of Oklahoma; or (ii) 10 months after the end of the 24-week period following the grant of the Loan. All or a portion of the Loan may be forgiven if the Company maintains its employment and compensation within certain parameters during the 24-week period following the loan origination date and the proceeds of the Loan are spent on payroll costs, rent or lease agreements dated before February 15, 2020 and utility payments arising under service agreements dated before February 15, 2020. The Company submitted its application for forgiveness of the PPP promissory note during the fourth quarter of 2021. During January 2022, the Company received forgiveness of the $1.7 million PPP promissory note. Convertible Debt On November 22, 2019, the Company launched a non-brokered private placement of convertible debenture units (“CD Unit”) for gross proceeds of up to $4 million, with an option to increase the offering by an additional $2 million (the “Offering”). On December 13, 2019, the Company closed on Tranche 1 of the Offering for gross proceeds of $965 thousand and the issuance of 3,445 warrants. These proceeds will be used for working capital and growth capital purposes. Each CD Unit was offered at a price of $1. Each CD Unit included, among other things, 3 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $190.00 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock at a conversion price of $140.00 per share for a period of four years. The CD Units carry a 9% coupon rate. The fair value of the debt was determined to be $401 thousand, the conversion feature $376 thousand and the warrants $188 thousand. The difference between the fair value of the debt of $401 thousand and the face value of debt of the $965 thousand will be accreted as interest expense over the four-year life of the CD Units. The finders’ received $67 thousand and 9,650 warrants to purchase shares of the Company’s common stock at a price of $9.50 per share for three years. From January 2020 to April 2020, the Company closed on three separate tranches of the Offering for total proceeds of $1.7 million. The net proceeds from these tranches of the Offering are being utilized for working capital purposes. Each CD Unit was offered at a price of $1. Each CD Unit includes, among other things, 72 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $190.00 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock as a conversion price of $140.00 per share for a period of four years. The CD Units carry a 9% coupon rate. In conjunction with these Offerings, finders’ received $79 thousand and 563 warrants to purchase shares of the Company’s common stock at a price of $190.00 per share for three years. The fair value of the second tranche of debt was determined to be $259 thousand, the conversion feature $152 thousand and the warrants $58 thousand. The difference between the fair value of the debt of $259 thousand and the face value of debt of $469 thousand will be accreted as interest expense over the four-year life of the CD Units. The fair value of the third tranche of debt was determined to be $483 thousand, the conversion feature $291 thousand and the warrants $112 thousand. The difference between the fair value of the debt of $483 thousand and the face value of debt of $886 thousand will be accreted as interest expense over the four-year life of the CD Units. The fair value of the fourth tranche of debt was determined to be $159 thousand, the conversion feature $96 thousand and the warrants $45 thousand. The difference between the fair value of the debt of $159 thousand and the face value of debt of $300 thousand will be accreted as interest expense over the four-year life of the CD Units. The value of the conversion feature and the warrants is recorded to additional paid-in capital as the equity component of convertible debt issuance. At the end of April 2020, the Company launched a separate non-brokered private placement of convertible debenture units (“April CD Unit”) for gross proceeds of up to $500 thousand, with an option to increase the offering by an additional $500 thousand (the “April Offering”). The $830 thousand proceeds from the April Offering were used for working capital and to retire part of the $800 thousand obligation due on May 15, 2020 to the Sellers of Neuro-Pro Monitoring. Each April CD Unit was offered at a price of $1. Each April CD Unit included, among other things, 100 common share purchase warrants that allow the holder to purchase shares of the Company’s common stock at a price of $100.00 per share for a period of three years and the right to convert the CD Unit into shares of the Company’s common stock as a conversion price of $3.35 for a period of four years. The CD Units carry a 9% coupon rate. On May 21, 2020, the Company closed the April Offering. In conjunction with the April Offering, finders’ received $23 thousand and 345 warrants to purchase shares of the Company’s common stock at a price of $67.00 per share for four years. The fair value of the April Offering of debt was determined to be $364 thousand, the conversion feature $279 thousand and the warrants $187 thousand. The difference between the fair value of the debt of $364 thousand and the face value of debt of $830 thousand will be accreted as interest expense over the four-year life of the CD Units. The value of the conversion feature and the warrants is recorded to additional paid-in capital as the equity component of convertible debt issuance. Debenture On June 10, 2021, the Company entered into definitive agreements to secure a credit facility under the terms of a commitment letter dated March 8, 2021 (the “Commitment Letter”) with Centurion Financial Trust, an investment trust formed by Centurion Asset Management Inc. (“Centurion”). Under the terms of the Commitment Letter, Assure issued a debenture to Centurion, dated June 9, 2021 (the “Debenture”), with a maturity date of June 9, 2025 (the “Maturity Date”), in the principal amount of $11 million related to a credit facility comprised of a $6 million senior term loan (the “Senior Term Loan”), a $2 million senior revolving loan (the “Senior Revolving Loan”) and a $3 million senior term acquisition line (the “Senior Term Acquisition Line” and together with the Senior Term Loan and the Senior Revolving Loan, the “Credit Facility”). The Senior Term Acquisition Line will be made available to the Company to fund future acquisitions, subject to certain conditions and approvals of Centurion. The Credit Facility matures in June 2025. During November 2021, the Company and Centurion entered into an amended to allow the Senior Short Term Acquisition Line to be utilized for organic growth and general working capital purposes. The principal amount of the Debenture drawn and outstanding from time to time shall bear interest both before and after maturity, default and judgment from the date hereof to the date of repayment in full at the rate of the greater of 9.50% or the Royal Bank of Canada Prime Rate plus 7.05% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any obligations are outstanding, the first of such payments being due July 2, 2021 for the period from the Advance to the date of payment, and thereafter monthly. The difference between the commitment and the amount of the Loan outstanding from time to time shall bear a standby charge, for the period between June 2021 and the end of the availability period, in the amount of 1.50% per annum calculated and compounded monthly in arrears and payable on the first business day of each month during which any amount of the commitment remains available and undrawn, the first of such payments being due July 2, 2021. Interest on overdue interest shall be calculated and payable at the same rate plus 3% per annum. With respect to the Senior Revolving Loan, Assure may prepay advances outstanding thereunder from time to time, with not less than 10 business days prior written notice of the prepayment date and the amount, in the minimum amount of $250 thousand. Any amount of the Senior Revolving Loan prepaid may be re-advanced. With respect to the Senior Term Loan and Senior Term Acquisition Line, Assure may prepay the advances outstanding thereunder, without penalty or bonus, in an amount not to exceed 25% of the aggregate of all Advances then outstanding under the Term Loans, on each anniversary date of the first advance made hereunder, provided in each case with not less than 30 days written notice of the Company's intention to prepay on such anniversary date and the proposed prepayment amount. Any prepayments to the Term Loans other than those permitted in the immediately preceding sentence may only be made on 30 days prior written notice of the prepayment date and the amount, and are subject to the Company paying on such prepayment date a prepayment charge equal to the lesser of (i) twelve The Credit Facility is guaranteed by the subsidiaries under the terms of the guarantee and secured by a first ranking security interest in all of the present and future assets of Assure and the Subsidiaries under the terms of the security agreement. Assure paid Centurion on first Advance of the Loan a commitment fee of 2.25%, being $248 thousand, made by withholding from the first advance. A portion of the proceeds from the Debenture were utilized to repay other debt which was outstanding at that time. Warrant Fee In addition, Assure issued Centurion an aggregate of 13,750 non-transferrable common stock purchase warrants. Each warrant entitles Centurion to acquire one share in the capital of Assure, at an exercise price equal to $151.00 (representing the closing price of Assure’s shares of common stock as of the close of business on June 9, 2021 and multiplied by the Bank of Canada’s daily exchange rate on June 9, 2021) for a term of 48 months. The warrants and underlying shares of common stock are subject to applicable hold periods under U.S. securities laws. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' EQUITY | |
SHAREHOLDERS' EQUITY | 11. SHAREHOLDERS’ EQUITY Common Shares The Company has 9,000,000 common shares authorized at $0.001 par value. As of December 31, 2022 and 2021, there were 1,051,098 and 645,943, respectively, common shares issued outstanding Nasdaq Notice On October 11, 2022, Assure Holdings Corp. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”). The Notice had no immediate effect on the continued listing status of the Company's Common Stock on The Nasdaq Capital Market, and, therefore, the Company's listing remains fully effective. The Company was provided a compliance period of 180 calendar days from the date of the Notice, or until April 10, 2023, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before April 10, 2023, the closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(G) to 20 consecutive business days, Nasdaq would provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending April 10, 2023, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for Nasdaq, other than the minimum closing bid price requirement, and notifies Nasdaq of its intent to cure the deficiency. During March 2023, the Company completed a reserve split, discussed below, in order to meet the minimum bid price requirement. Reverse Share Split During March 2023, the total number of shares of common stock authorized by the Company was reduced from 180,000,000 shares of common stock, par $0.001, to 9,000,000 shares of common stock, par $0.001, and the number of shares of common stock held by each stockholder of the Company were consolidated automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse split divided by twenty twenty one No fractional shares were issued in connection with the reverse split and all fractional shares were rounded up to the next whole share. Additionally, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by twenty twenty All shares of common stock, options, warrants and other convertible securities and the corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within these consolidated financial statements. Acquisition shares In connection with the acquisition of Nerve Pro, the Company issued 75,000 shares of common stock with a value of $390 thousand. In connection with the acquisition of the Sentry Neuromonitoring, LLC (the “Seller”) assets, we issued to Seller or the Principals, as elected by Seller, shares of common stock of the Company with a value of $1,625,000, determined on the effective date, as quoted on the TSX Venture Exchange (11,861 shares of common stock). In addition, the Company placed into escrow 4,745 shares of the Company’s common stock with a value of $650,000. The common stock is subject to a 12-month Share issuances In June 2021, in connection with common stock purchase agreements, the Company issued 7,802 shares of common stock at a deemed value of $80.00 per share to certain employees, directors and third parties. On November 15, 2021, the Company announced that it closed a brokered private placement of 909,262 shares of the Company at an issue price of $105.00 per share, for gross proceeds of $4.75 million (the “Offering”). The proceeds of the Offering are expected to be used for expanding the Company’s remote neurology services offering for intraoperative neuromonitoring (“IONM”), extending the Company’s operational footprint into new states, supporting expected growth generated by the agreement with Premier, Inc. and general working capital purposes. Kestrel Merchant Partners LLC (the “Sponsor”) acted as the exclusive sponsor and The Benchmark Company, LLC (the “Agent”) acted as sole placement agent in connection with the Offering. Additionally, certain directors, officers and employees participated in a subsequent offering to settle approximately $435 thousand of compensation at a market price of $123.80 per share. In August 2022, the Company completed an underwritten public offering with gross proceeds to the Company of approximately $6.2 million, before deducting underwriting discounts and other estimated expenses payable by the Company. Under the offering 278,804 common shares were issued at a price to the public of $22.40 per share. The Company is utilizing the net proceeds from this offering for general corporate purposes, including, but not limited to, repayment of indebtedness and increasing working capital expenditures. In addition, the Company granted the underwriters a 45-day option to purchase additional shares of common stock, representing up to 15% of the number of the shares offered in the base deal, solely to cover over-allotments. The overallotment expired unexercised in October 2022. Convertible debt During the year ended December 31, 2021, certain holders of the convertible debenture exercised their right to convert $60,000 of outstanding principal into shares of common stock, resulting in the issuance of 669 common stock. Stock Option Plan On December 10, 2020, shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). On December 10, 2020, the Company’s shareholders approved the adoption of a new fixed equity incentive plan (the “ During November 2021, the Company has adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted thereunder, the Board will not grant future options or awards thereunder. Instead, moving forward, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants thereunder. As of December 31, 2022, there was 42,540 stock options outstanding under the Amended Stock Option Plan. No additional stock options will be issued under the Amended Stock Option Plan. As of December 31, 2022, there was 6,500 stock options outstanding and an aggregate of 93,500 shares of common stock were available for issuance under the 2021 Stock Option Plan. As of December 31, 2022, no transactions have occurred under the 2021 Employee Stock Purchase Plan. Options under the Plan are granted from time to time at the discretion of the Board, with vesting periods and other terms as determined by the Board. A summary of the stock option activity is presented below: Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2020 37,430 $ 105.00 4.00 Options granted 27,250 $ 123.40 Options exercised (150) $ 128.00 Options canceled / expired (4,318) $ 119.80 Balance at December 31, 2021 60,212 $ 111.20 3.6 Options granted 6,500 $ 103.20 Options exercised (40) $ 100.80 Options canceled / expired (17,632) $ 50.20 Balance at December 31, 2022 49,040 $ 129.60 2.8 $ — Vested and exercisable at December 31, 2022 34,163 $ 135.20 2.4 $ — The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at December 31, 2022: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 750 5.0 $ 180.00 750 $ 180.00 4,200 0.8 $ 180.00 4,200 $ 180.00 7,290 1.0 $ 156.00 7,290 $ 156.00 3,695 1.8 $ 128.00 3,695 $ 128.00 4,150 2.9 $ 97.00 3,043 $ 97.00 12,655 3.1 $ 106.00 7,520 $ 106.00 1,500 3.3 $ 112.00 900 $ 112.00 8,300 3.8 $ 153.00 4,598 $ 153.00 6,500 4.2 $ 103.20 2,167 $ 103.20 49,040 2.8 $ 129.60 34,163 $ 135.20 The Company uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis and is included as a component of general and administrative expense in the consolidated statements of operations. The assumptions used in the model include expected life, volatility, risk-free interest rate, dividend yield and forfeiture rate. The Company’s determination of these assumptions are outlined below. Expected life — Volatility — Risk-free interest rate — Dividend yield — Forfeiture rate — The following assumptions were used to value the awards granted during the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Expected life (in years) 5.0 5.0 Risk-free interest rate 1.7 % 0.4 - 0.9 % Dividend yield — % — % Expected volatility 132 % 91 - 137 % Stock-based compensation expense recognized in our consolidated financial statements for the years ended December 31, 2022 and 2021 was $1.0 million and $1.9 million, respectively. As of December 31, 2022, there was approximately $840 thousand of total unrecognized compensation cost related to 14,877 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 3.0 years. Derivative Liability Stock options granted to consultants that have an exercise price this is stated in a different currency than the Company’s functional currency are treated as a liability and are revalued at the end of each reporting period for the term of the vesting period. Any change in the fair value of the stock option subsequent to the initial recognition is recorded as a component of other income, net in the consolidated statements of operations. These stock options expired unexercised during October 2022. Changes in the Company’s stock option liability for the years ended December 31, 2022 and 2021 were as follows (stated in thousands): Balance at December 31, 2020 $ 16 Gain on revaluation (9) Balance at December 31, 2021 $ 25 Gain on revaluation 25 Balance at December 31, 2022 $ — The assumptions used for the Black-Scholes Option Pricing Model to revalue the stock options granted to consultants as of December 31, 2021 were as follows: As of December 31, 2021 Risk free rate of return 0.4 % Expected life 0.8 years Expected volatility 186 % Expected dividend per share nil There were no stock options granted to consultants during the years ended December 31, 2022 or 2021 that required recurring fair value adjustments. Warrants The following table details warrant activity for the years ended December 31, 2022 and 2021: Number of Warrants outstanding Balance at December 31, 2020 183,250 Debenture, warrants issued (Note 10) 13,750 Balance at December 31, 2021 197,000 Warrants issued 9,000 Balance at December 31, 2022 206,000 2022 Warrants During the year ended December 31, 2022, the Company issued 9,000 warrants to Roth Capital as compensation for consulting with management regarding future financing opportunities. 2021 Warrants As part of the 2021 debenture issuance (Note 10), the Company issued 13,500 warrants to the debenture holder. The assumptions used for the Black-Scholes Option Pricing model to value the 2022 and 2021 warrants were as follows: Year Ended Year Ended December 31, 2022 December 31, 2021 Risk free rate of return 0.56 % 0.39 % Expected life 4.0 years 5.0 years Expected volatility 90 % 90 % Expected dividend per share nil nil Exercise price $ 1.51 $ 0.78 Stock price $ 1.50 $ 0.96 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
LOSS PER SHARE | |
LOSS PER SHARE | 12. LOSS PER SHARE The following table sets forth the computation of basic and fully diluted loss per common share for the years ended December 31, 2022 and 2021 (stated in thousands, except per share amounts): Year Ended December 31, 2022 2021 Net loss $ (30,112) $ (2,756) Basic weighted average common stock outstanding 751,659 586,271 Basic loss per share $ (40.06) $ (4.70) Net loss $ (30,112) $ (2,756) Dilutive weighted average common stock outstanding 751,659 586,271 Diluted loss per share $ (40.06) $ (4.70) Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the treasury stock method to calculate the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential dilutive common shares include incremental common shares issuable upon the exercise of stock options, less shares from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period. Stock options to purchase 49,040 and 60,212 common shares and warrants to purchase 206,000 and 197,000 common shares were outstanding at December 31, 2022 and 2021, respectively, that were not included in the computation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY METHOD INVESTMENT | |
EQUITY METHOD INVESTMENT | 14. EQUITY METHOD INVESTMENT Assure Networks, LLC holds various interests in PEs that are accounted for under the equity method of accounting. Under the equity method, the investment is initially recorded at cost and the carrying value is adjusted thereafter to include the Company’s pro rata share of earnings or loss of the investee. The amount of the adjustment is included in the determination of the Company’s net income and the investment account is also adjusted for any profit distributions received or receivable from an investee. The table below details the activity from equity method investments for the years ended December 31, 2022 and 2021 (stated in thousands). Balance, December 31, 2020 $ 608 Share of losses 225 Distributions (308) Balance, December 31, 2021 $ 525 Share of losses 39 Distributions (254) Balance, December 31, 2022 $ 310 |
401K PLAN
401K PLAN | 12 Months Ended |
Dec. 31, 2022 | |
401K PLAN | |
401K PLAN | 15. 401K PLAN The Company established the Assure Holdings 401(k) Plan (the “401k Plan”) under Section 401(k) of the Internal Revenue Code. Under the 401k Plan, employees, with greater than six months of service, may contribute up to 100% of their compensation per year subject to the elective limits as defined by IRS guidelines and the Company may make matching contributions in amounts not to exceed 6.0% of the employees’ annual compensation. Investment selections consist of mutual funds and do not include any of the Company’s common stock. The Company’s contributions to the 401k Plan amounted to $667 thousand and $467 thousand for the years ended December 31, 2022 and 2021, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Indemnifications The Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. These obligations include, but are not limited to, contracts entered into with physicians where the Company agrees, under certain circumstances, to indemnify a third party, against losses arising from matters including but not limited to medical malpractice and other liability. The impact of any such future claims, if made, on future financial results is not subject to reasonable estimation because considerable uncertainty exists as to final outcome of these potential claims. As permitted under Nevada law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS. | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS Reverse stock split On March 3, 2023, the Company announced that it effected a reverse stock split (the “Reverse Stock Split”) of its shares of common stock, $0.001 par value, at a ratio of 20 The Reverse Stock Split was primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its common stock on the NASDAQ Capital Market. As a result of the 20 twenty The Reverse Stock Split affects all issued and outstanding shares of common stock. All outstanding options, restricted stock awards, warrants, preferred stock and convertible notes and other securities entitling their holders to purchase or otherwise receive shares of common stock will be adjusted as a result of the Reverse Stock Split by decreasing the number of shares acquirable pursuant to the ratio of 20 As of March 3, 2022, the Company had 22,021,952 shares of common stock issued issued Private placement On March 3, 2023, the Company completed a private placement for $300 thousand by issuing 50,000 common shares at a price of $6.00 per common share. Nasdaq listing As discussed in Note 10, the Company received a letter from Nasdaq stating the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share. The Company completed a reverse split, discussed above, in order to comply with the minimum bid price requirements. As of March 20, 2023, the Nasdaq has confirmed Assure is compliant with the min minimum bid price requirements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, difficult, and subjective judgment include the recognition and measurement of patient service fees, net, hospital, management and other revenue, the collectability of accounts receivable, the fair value measurements of goodwill and intangible assets, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, the valuation and recognition of stock-based compensation expense, among others. Actual results experienced by the Company may differ from management’s estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods when the revision affects both current and future periods. Significant assumptions, judgments, and estimates that management has made at the end of the reporting period that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: patient service fees, net; hospital, management, and other revenue; accounts receivable; and due to/from related parties. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. The Company did not have any cash equivalents as of December 31, 2022 or 2021. |
Financial Instruments | Financial Instruments Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, bank debt, trade and other receivables, trade and other payables, acquisition indebtedness, convertible debentures, and finance leases. The carrying amounts of the Company’s cash, receivables, and payables, as reflected in the consolidated financial statements approximate fair value due to the short-term maturity of these items. The other long-term instruments approximate their carrying amounts as assessed by management. The Company’s financial instruments are exposed to certain financial risks, including concentration risk, liquidity risk, and market risk. Concentration risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash and trade receivables. The carrying amount of the financial assets represents the maximum credit exposure. The Company limits its exposure to concentration risk on cash by placing these financial instruments with high-credit, quality financial institutions and only investing in liquid, investment grade securities. The Company has a number of individual third party payors and no individual third party insurers that represent a concentration risk. Net patient service fee revenue is recognized in the period in which IONM services are rendered, at net realizable amounts from third party payors when collection is reasonably assured and can be estimated. The Company bills national, regional and local third party insurers which pose a low risk of insolvency because they are regulated by state insurance commissions which require appropriate reserves to be maintained to reimburse healthcare providers for submitted claims. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party insurers. Since allowable charges for services rendered out-of-network are not contractually based, the Company establishes net realized value by evaluating the payor mix, historical settlement and payment data for a given payor type, and current economic conditions to calculate an appropriate net realizable value for net patient service revenue and accounts receivables. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its net patient service revenue estimates as necessary in subsequent periods. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due and arises from the Company’s management of working capital. The Company ensures that there is sufficient liquidity to meet its short-term business requirements, considering its anticipated cash flows from operations and its holdings of cash. A significant portion of the trade and other payables balance is related to amounts owed to third-parties for professional fees and the accrual of billing and collection fees to be paid to the Company’s third party billing and collection vendors. The billing and collection fees are accrued in the same period as services are rendered and revenue is recognized by the Company. The accrued billing and collection fees are calculated based on a percentage of the estimated net realized value of the of the revenue recognized. The accrued fees to be paid to the third party billing and collection vendors are contingent on cash collections and are typically paid the following month after collections are achieved. Additional billing and collection fees are accrued when the cash collected exceeds the revenue recognized by the Company at the time of services rendered. Market risk is the risk that changes in the market prices, such as interest rates, will affect the Company’s income or the value of the financial instruments held. The Company’s policy is to invest cash at floating rates of interest, in order to maintain liquidity, while achieving a satisfactory return for the Company. Fluctuations in the interest rates impact the value of cash but such fluctuations will have no significant impact to the Company’s financial instruments. |
Goodwill and Identified Intangible Assets | Goodwill and Identified Intangible Assets Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using a Level 1 input which estimates the fair value of the Company’s equity by utilizing the Company’s trading price as of the end of the reporting period. The Company then compares the derived fair value of a reporting unit with the carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During the fourth quarter 2022, the Company determined there to be an indicator of goodwill impairment based upon the Company’s market capitalization exceeding book capital. The Company its analysis and recorded an impairment charge $3.4 million for the year ended December 31, 2022. There was no impairment charge for the year ended December 31, 2021. Identified intangible assets Identified finite-lived intangible assets consist of trade names and other agreements. The tradename has an indefinite life and is not being amortized, while the agreements are being amortized on a straight-line bases over their estimated useful lives: Doctor agreements 1 year Noncompete agreements 2 years The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. During the year ended December 31, 2022, the Company’s estimated useful life for doctor agreements decreased to one year from 10 years since the Company believes this useful life better reflects the assessment surgeons make when evaluating service providers. As a result, the Company recorded additional amortization of $3.1 million related to this change in estimate. Additionally, the Company recorded impairment charges related to trade names that are no longer in use during the years ended December 31, 2022 and 2021 of $117 thousand and nil, respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the related assets’ estimated useful lives: Medical equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are presented in the consolidated balance sheets as a deduction from the carrying amount of the long-term debt and are amortized over the term of the associated debt to interest expense using the effective interest method. In addition, the Company elects to continue to defer the unamortized debt issuance costs when it pays down a portion of the debt as the prepayment is factored into the terms agreed to on the debt. |
Share Issuance Costs | Share Issuance Costs Costs attributable to the raising of capital are applied against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of shares to which the costs relate. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities, and noncurrent lease liabilities in the Company’s consolidated balance sheets. The ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components from lease components and instead to account for each separate lease component and its associated non-lease components as a single lease component. |
Revenue Recognition and Collection Cycle | Revenue Recognition and Collection Cycle The Company recognizes revenue primarily from fees for IONM services provided. Revenue is recognized at a point in time upon satisfaction of the Company’s performance obligation to a customer, which is at the time of service. Revenue is based on the Company’s best estimate of the transaction price the Company expects to receive in exchange for the services rendered. Our estimate of the transaction price includes estimates of price concessions for such items as contractual allowances from third-party payors, potential adjustments that may arise from payment, and uncollectible amounts. The Company performs a collection analysis for out-of-network billings to private insurance companies and adjusts its estimated transaction price if the collection rate is different from the amount recorded in previous periods. Historically, this analysis is performed monthly. The cash collection cycles of the Company may be protracted due to the majority of its revenue being billed to third-party commercial insurance payors on an out-of-network basis. The collection cycle for IONM to out-of-network payors may require an extended period to maximize reimbursement on claims, which results in accounts receivable growth tied to the Company’s overall growth in technical and professional service revenues. The collection cycle may consist of multiple payments from out-of-network private insurance payors, as the collection process entails multiple rounds of denials, underpayments, appeals and negotiations as part of the process to maximize the reimbursement yield on claims. Based on the Company’s historical experience, claims generally become uncollectible once they are aged greater than 24 months; as such, included in the Company’s allowance for implicit price concessions is an estimate of the likelihood that a portion of the Company’s accounts receivable may become uncollectible due to age. The Company continues collection efforts on claims aged over 24 months. Collections on claims are recorded as revenue in the period received as such collections represent a subsequent change to the initial estimation of the transaction price. Technical and professional service revenue Technical and professional service revenue is recognized at a point in time in which performance obligations are satisfied at the amount that reflects the consideration to which the Company expects to be entitled. Performance obligations are satisfied when IONM services are rendered. The majority of the Company’s services are rendered on an out-of-network basis and billed to third party commercial insurers. Since allowable charges for services rendered out-of-network are not explicitly identified in the contract, the Company determines the transaction price based on standard charges for services provided, reduced by an estimate of contractual adjustments and implicit price concessions based on evaluating the payor mix, historical settlements and payment data for payor types and current economic conditions to calculate an appropriate net realizable value for revenue and accounts receivable. These estimates are subject to ongoing monitoring and adjustment based on actual experience with final settlements and collections and management revises its revenue estimates as necessary in subsequent periods. Other revenue The Company recognizes revenue from managed service arrangements on a contractual basis. Revenue is recorded when the Company has completed its performance obligations, which is the time of service. |
Stock-based Compensation Expense | Stock-based Compensation Expense The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on stock-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The authoritative guidance also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of a stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the event the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on historical exercise patterns, which are believed to be representative of future behavior. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The Company may grant performance share units (“PSUs”) to employees or consultants. PSU awards will vest if certain employee-specific or company-designated performance targets are achieved. If minimum performance thresholds are achieved, each PSU award will convert into common stock at a defined ratio depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSUs’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. |
Other income (expense), net | Other income (expense), net The Company records transactions to other income (expense), net that are not related to the normal course of business. During the year ended December 31, 2022, the Company recorded other expense of $1.3 million primarily related to the settlement of amounts due from MSAs and PEs due to the termination of those agreements. The Company expects to incur similar settlement charges during the first half of 2023 related to the termination of MSA and/or PE agreements during 2023. |
Segment and Geographic Information | Segment and Geographic Information The Company operates in one segment and its services are sold nationally in the United States directly through the Company. |
Income Taxes | Income Taxes The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are used in the calculation of tax credits, tax benefits, tax deductions, and in the calculation of certain deferred taxes and tax liabilities. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. The provision for income taxes was determined using the asset and liability method prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. If and when it is determined that a deferred tax asset will not be realized for its full amount, the Company will recognize and record a valuation allowance with a corresponding charge to earnings. The calculation of the current tax liability involves dealing with uncertainties in the application of complex tax laws and regulations and in determining the liability for tax positions, if any, taken on the Company’s tax returns in accordance with authoritative guidance on accounting for uncertainty in income taxes. |
Contingencies | Contingencies From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update No, 2016-13, and its related amendments using the prospective method. The new standard requires the use of a current expected credit loss impairment model to develop and recognize credit losses for financial instruments at amortized cost when the asset is first originated or acquired, and each subsequent reporting period. The adoption of this standard will not have a material impact to the Company’s 2023 financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of finite lived intangible assets | Doctor agreements 1 year Noncompete agreements 2 years |
Schedule of estimated useful lives of property and equipment | Medical equipment 2.5 years Computer equipment 2.0 years Furniture and fixtures 4.0 years |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE | |
Schedule of revenue disaggregated by payor | The Company’s revenue disaggregated by payor is as follows (stated in thousands): Year Ended December 31, 2022 2021 Commercial insurance $ 3,597 $ 21,978 Facility billing 4,726 3,879 Managed service agreements and other 2,653 3,335 Total $ 10,976 $ 29,192 |
Summary of accounts receivable activity | A summary of the accounts receivable by revenue stream is as follows (stated in thousands): December 31, December 31, 2022 2021 Technical service $ 3,072 $ 18,904 Professional service 11,829 8,209 Other 242 697 Total accounts receivable, net $ 15,143 $ 27,810 |
Schedule of concentration of accounts receivable by revenue stream as a percentage of total accounts receivable | As of December 31, As of December 31, 2022 2021 Commercial insurance 84 % 91 % Facility billing 9 % 2 % Other 7 % 7 % Total 100 % 100 % |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment, net | Property, plant and equipment, net, consisted of the following (stated in thousands): December 31, 2022 2021 Medical equipment $ 401 $ 347 Computer equipment 43 43 Furniture and fixtures 84 69 Gross property, plant and equipment 528 459 Less: Accumulated depreciation and amortization (452) (374) Property, plant and equipment, net $ 76 $ 85 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of right of use assets | The consolidated balance sheets include the following amounts for ROU assets as of December 31, 2022 and 2021 (stated in thousands): December 31, December 31, 2022 2021 Operating $ 672 $ 956 Finance 382 743 Total $ 1,054 $ 1,699 |
Schedule of components of lease cost | The following are the components of lease cost for operating and finance leases (stated in thousands): Year Ended December 31, 2022 2021 Lease cost: Operating leases: Amortization of ROU assets $ 309 $ 124 Interest on lease liabilities 89 — Total operating lease cost 398 124 Finance leases: Amortization of ROU assets 449 381 Interest on lease liabilities 81 67 Total finance lease cost 530 448 Total lease cost $ 928 $ 572 |
Schedule of weighted average lease terms and discount rates for operating and finance leases | As of As of December 31, 2022 December 31, 2021 Weighted average remaining lease term (years): Operating leases 1.0 3.8 Finance leases 1.4 2.9 Weighted average discount rate (%): Operating leases 10.0 10.0 Finance leases 7.6 8.0 |
Schedule of future minimum lease payments and related lease liabilities of operating leases | Future minimum lease payments and related lease liabilities as of December 31, 2022 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2023 $ 303 $ 360 $ 663 2024 328 268 596 2025 279 153 432 2026 — 23 23 Total lease payments 910 804 1,714 Less: imputed interest (123) (77) (200) Present value of lease liabilities 787 727 1,514 Less: current portion of lease liabilities 234 316 550 Noncurrent lease liabilities $ 553 $ 411 $ 964 |
Schedule of future minimum lease payments and related lease liabilities of financing leases | Future minimum lease payments and related lease liabilities as of December 31, 2022 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities 2023 $ 303 $ 360 $ 663 2024 328 268 596 2025 279 153 432 2026 — 23 23 Total lease payments 910 804 1,714 Less: imputed interest (123) (77) (200) Present value of lease liabilities 787 727 1,514 Less: current portion of lease liabilities 234 316 550 Noncurrent lease liabilities $ 553 $ 411 $ 964 |
ACQUISITIONS AND INTANGIBLES (T
ACQUISITIONS AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Sentry Neuromonitoring, LLC | |
Business Acquisition [Line Items] | |
Schedule of allocated assets and liabilities based upon fair values | The table below presents the fair value that was allocated to assets and liabilities based upon fair values as determined by the Company (stated in thousands). Purchase price consideration: Cash $ 1,125 Common stock, at fair value 2,275 Total consideration $ 3,400 Assets acquired: Cash $ 51 Accounts receivable 2,000 Right of use assets 131 Total assets acquired 2,182 Liabilities assumed: Accounts payable and accrued liabilities 242 Lease liability 131 Total liabilities assumed 373 Goodwill 1,591 Total $ 3,400 |
INTANGIBLES AND GOODWILL (Table
INTANGIBLES AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLES AND GOODWILL | |
Schedule of identified intangible assets | Identified intangible assets consisted of the following (stated in thousands): December 31, 2022 2021 Finite-lived intangible assets Doctor agreements $ 390 $ 4,509 Non-compete agreements — 36 Total finite-lived intangible assets 390 4,545 Less accumulated amortization — (1,013) Finite-lived intangible assets, net 390 3,532 Indefinite-lived intangible assets Tradenames — 117 Total intangible assets $ 390 $ 3,649 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following (stated in thousands): December 31, 2022 2021 Accounts payable $ 2,296 $ 1,236 Payroll liabilities 86 552 Other accrued liabilities 537 406 Accounts payable and accrued liabilities $ 2,919 $ 2,194 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
Summary of debt obligations | As of December 31, 2022 and 2021, the Company’s debt obligations are summarized as follows (stated in thousands): December 31, December 31, 2022 2021 Paycheck Protection Program loan $ — $ 1,687 Total — 1,687 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) (60) Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 1,086 705 Total convertible debt 2,953 2,572 Face value of Centurion debenture 11,000 11,000 Less: deemed fair value ascribed to warrants (1,204) (1,204) Plus: accretion of implied interest 476 176 Less: net debt issuance costs (386) (547) Total Centurion debt 9,886 9,425 Total debt 12,839 13,684 Less: current portion of debt (965) (515) Long-term debt $ 11,874 $ 13,169 |
Schedule of accretion expense and interest expense related to debt obligations | The following table depicts accretion expense, debt issuance cost amortization and interest expense related to the Company’s debt obligations for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Accretion expense Convertible debenture $ 381 $ 381 Centurion debenture 300 175 $ 681 $ 556 Debt issuance cost amortization Centurion debenture $ 161 $ 93 Interest paid Convertible debenture $ 221 $ 304 Centurion debenture 1,230 456 $ 1,451 $ 760 |
Schedule of future minimum principal payments | As of December 31, 2022, future minimum principal payments are summarized as follows (stated in thousands): Convertible Debt Debenture 2023 $ 965 $ — 2024 2,425 — 2025 — 11,000 Total 3,390 11,000 Less: fair value ascribed to conversion feature and warrants (1,523) (1,204) Plus: accretion and implied interest 1,086 476 Less: net debt issuance costs — (386) $ 2,953 $ 9,886 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock options activity | Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2020 37,430 $ 105.00 4.00 Options granted 27,250 $ 123.40 Options exercised (150) $ 128.00 Options canceled / expired (4,318) $ 119.80 Balance at December 31, 2021 60,212 $ 111.20 3.6 Options granted 6,500 $ 103.20 Options exercised (40) $ 100.80 Options canceled / expired (17,632) $ 50.20 Balance at December 31, 2022 49,040 $ 129.60 2.8 $ — Vested and exercisable at December 31, 2022 34,163 $ 135.20 2.4 $ — |
Schedule of stock options outstanding and exercisable | Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 750 5.0 $ 180.00 750 $ 180.00 4,200 0.8 $ 180.00 4,200 $ 180.00 7,290 1.0 $ 156.00 7,290 $ 156.00 3,695 1.8 $ 128.00 3,695 $ 128.00 4,150 2.9 $ 97.00 3,043 $ 97.00 12,655 3.1 $ 106.00 7,520 $ 106.00 1,500 3.3 $ 112.00 900 $ 112.00 8,300 3.8 $ 153.00 4,598 $ 153.00 6,500 4.2 $ 103.20 2,167 $ 103.20 49,040 2.8 $ 129.60 34,163 $ 135.20 |
Schedule of assumptions were used to determine fair value of the awards | Year Ended December 31, 2022 2021 Expected life (in years) 5.0 5.0 Risk-free interest rate 1.7 % 0.4 - 0.9 % Dividend yield — % — % Expected volatility 132 % 91 - 137 % |
Schedule of changes in stock option liability | Changes in the Company’s stock option liability for the years ended December 31, 2022 and 2021 were as follows (stated in thousands): Balance at December 31, 2020 $ 16 Gain on revaluation (9) Balance at December 31, 2021 $ 25 Gain on revaluation 25 Balance at December 31, 2022 $ — |
Schedule of warrants | Number of Warrants outstanding Balance at December 31, 2020 183,250 Debenture, warrants issued (Note 10) 13,750 Balance at December 31, 2021 197,000 Warrants issued 9,000 Balance at December 31, 2022 206,000 |
Schedule of warrants, valuation assumptions | Year Ended Year Ended December 31, 2022 December 31, 2021 Risk free rate of return 0.56 % 0.39 % Expected life 4.0 years 5.0 years Expected volatility 90 % 90 % Expected dividend per share nil nil Exercise price $ 1.51 $ 0.78 Stock price $ 1.50 $ 0.96 |
Consultants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions were used to determine fair value of the awards | As of December 31, 2021 Risk free rate of return 0.4 % Expected life 0.8 years Expected volatility 186 % Expected dividend per share nil |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LOSS PER SHARE | |
Schedule of computation of basic and fully diluted (loss) income per common share | The following table sets forth the computation of basic and fully diluted loss per common share for the years ended December 31, 2022 and 2021 (stated in thousands, except per share amounts): Year Ended December 31, 2022 2021 Net loss $ (30,112) $ (2,756) Basic weighted average common stock outstanding 751,659 586,271 Basic loss per share $ (40.06) $ (4.70) Net loss $ (30,112) $ (2,756) Dilutive weighted average common stock outstanding 751,659 586,271 Diluted loss per share $ (40.06) $ (4.70) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of income tax expense | The following table sets forth income tax expense for the years ended December 31, 2022 and 2021 (stated in thousands): Years Ended December 31, 2022 2021 Income tax expense: Federal $ — $ — State 5 30 5 30 Deferred tax benefit: Federal 179 (707) State 18 (152) 197 (859) Total income tax benefit $ 202 $ (829) |
Schedule of deferred tax assets and liabilities | The following table sets forth deferred tax assets and liabilities as of December 31, 2022 and 2021 (stated in thousands): Years Ended December 31, 2022 2021 Deferred Tax Assets (Liabilities): Noncurrent: Fixed assets $ (101) $ (185) Stock-based and performance share compensation. 1,920 1,977 Equity method investments (138) (149) Accrual to cash adjustment (4,053) (7,549) Net operating loss and carryforward 7,792 5,762 Intangibles 1,773 (34) Debt issuance costs 10 20 Accretion expense (268) (443) Total Noncurrent DTL 6,935 (601) Valuation Allowance (7,731) — Deferred Tax Liabilities, net $ (796) $ (601) |
Schedule of effective tax rate reconciliation | The following table sets forth the effective tax rate reconciliation for the years ended December 31, 2022 and 2021 (stated in thousands): Years Ended December 31, 2022 2021 Reconciliation of effective tax rate: Federal taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 2.0 % 2.8 % Permanent items — % (0.8) % Performance shares 1.1 % — % Provision to return adjustment and other (0.4) % (2.3) % Change in rate 0.8 % 3.8 % Change in valuation allowance (24.7) % — % NOL carryback difference (0.5) % (1.4) % Effective income tax rate (0.7) % 23.1 % |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY METHOD INVESTMENT | |
Schedule of equity method investment | The table below details the activity from equity method investments for the years ended December 31, 2022 and 2021 (stated in thousands). Balance, December 31, 2020 $ 608 Share of losses 225 Distributions (308) Balance, December 31, 2021 $ 525 Share of losses 39 Distributions (254) Balance, December 31, 2022 $ 310 |
NATURE OF OPERATIONS - Narrativ
NATURE OF OPERATIONS - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 subsidiary | |
NATURE OF OPERATIONS | |
Number of indirect wholly-owned subsidiaries | 2 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 12 Months Ended | |
Mar. 04, 2023 | Dec. 31, 2022 | |
Stockholders' Equity, Reverse Stock Split | During March 2023, the Company effectuated a twenty-for-one reverse stock split. All share, stock option and warrant information has been retroactively adjusted to reflect the stock split. See Note 11 for additional discussion. | |
Reverse stock split ratio | 0.05 | |
Subsequent Events | ||
Reverse stock split ratio | 0.05 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Impairment charge of goodwill | $ 3.4 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Identified intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-lived intangible assets | ||
Impairment charge of intangible assets | $ 117,000 | |
Amortization expense | 3,500 | $ 466 |
Tradenames | ||
Indefinite-lived intangible assets | ||
Impairment charge of intangible assets | $ 117 | $ 0 |
Doctor Agreements | ||
Finite-lived intangible assets | ||
Estimated useful life | 1 year | 10 years |
Doctor Agreements | Intangible Assets, Amortization Period | ||
Indefinite-lived intangible assets | ||
Amortization expense | $ 3,100 | |
Noncompete Agreements | ||
Finite-lived intangible assets | ||
Estimated useful life | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Medical Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years 6 months |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of Operating Segments | segment | 1 |
Settlement amount | $ | $ (1.3) |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 10,976 | $ 29,192 |
Commercial insurance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,597 | 21,978 |
Facility billing | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,726 | 3,879 |
Managed service agreements and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,653 | $ 3,335 |
REVENUE - Accounts Receivable (
REVENUE - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, net: | ||
Total accounts receivable, net | $ 15,143 | $ 27,810 |
Technical services | ||
Accounts receivable, net: | ||
Total accounts receivable, net | 3,072 | 18,904 |
Professional services | ||
Accounts receivable, net: | ||
Total accounts receivable, net | 11,829 | 8,209 |
Other | ||
Accounts receivable, net: | ||
Total accounts receivable, net | $ 242 | $ 697 |
REVENUE - Concentration of Acco
REVENUE - Concentration of Accounts Receivable (Details) - Accounts Receivable - Revenue Stream Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Concentration of accounts receivable | 100% | 100% |
Commercial insurance | ||
Disaggregation of Revenue [Line Items] | ||
Concentration of accounts receivable | 84% | 91% |
Facility billing | ||
Disaggregation of Revenue [Line Items] | ||
Concentration of accounts receivable | 9% | 2% |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Concentration of accounts receivable | 7% | 7% |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, net | ||
Gross property, plant and equipment | $ 528 | $ 459 |
Less: Accumulated depreciation and amortization | (452) | (374) |
Property, plant and equipment, net | 76 | 85 |
Depreciation expense | 78 | 102 |
Medical Equipment | ||
Property, plant and equipment, net | ||
Gross property, plant and equipment | 401 | 347 |
Computer Equipment | ||
Property, plant and equipment, net | ||
Gross property, plant and equipment | 43 | 43 |
Furniture and Fixtures | ||
Property, plant and equipment, net | ||
Gross property, plant and equipment | $ 84 | $ 69 |
LEASES - (Details)
LEASES - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Incremental borrowing rate for operating lease | 10% | ||
Operating lease right of use asset, net | $ 672 | $ 956 | |
Finance lease right of use asset, net | 382 | 743 | |
Total right of use asset | 1,054 | 1,699 | |
Accumulated amortization of finance lease assets | $ 2,400 | $ 2,000 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Rate of interest for finance lease | 5.20% | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Rate of interest for finance lease | 13.40% |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost: | |||
Amortization of ROU assets | $ 309 | $ 124 | |
Interest on lease liabilities | 89 | ||
Total Operating lease cost | 398 | 124 | |
Amortization of ROU assets | 449 | 381 | |
Interest on lease liabilities | 81 | 67 | |
Total finance lease cost | 530 | 448 | |
Total lease cost | $ 928 | $ 572 | |
Rent expense incurred | $ 210 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
LEASES | ||
Weighted average remaining lease term: Operating leases (in years) | 1 year | 3 years 9 months 18 days |
Weighted average remaining lease term: Financing leases (in years) | 1 year 4 months 24 days | 2 years 10 months 24 days |
Weighted average discount rate: Operating leases (as a percent) | 10% | 10% |
Weighted average discount rate: Financing leases (as a percent) | 7.60% | 8% |
ROU assets acquired in exchange for finance lease liabilities | $ 79 | $ 1,400 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 303 |
2024 | 328 |
2025 | 279 |
Total lease payments | 910 |
Less: imputed interest | (123) |
Present value of lease liabilities | $ 787 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current, Lease Liabilities Noncurrent |
Less: current portion of lease liabilities | $ 234 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current |
Noncurrent lease liabilities | $ 553 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Noncurrent |
Finance Leases | |
2023 | $ 360 |
2024 | 268 |
2025 | 153 |
2026 | 23 |
Total lease payments | 804 |
Less: imputed interest | (77) |
Present value of lease liabilities | $ 727 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current, Lease Liabilities Noncurrent |
Less: current portion of lease liabilities | $ 316 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Current |
Noncurrent lease liabilities | $ 411 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities Noncurrent |
Total Lease Liabilities | |
2023 | $ 663 |
2024 | 596 |
2025 | 432 |
2026 | 23 |
Total lease payments | 1,714 |
Less: imputed interest | (200) |
Present value of lease liabilities | 1,514 |
Less: current portion of lease liabilities | 550 |
Noncurrent lease liabilities | $ 964 |
ACQUISITIONS AND INTANGIBLES -
ACQUISITIONS AND INTANGIBLES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) shares | Apr. 30, 2021 USD ($) item installment shares | Dec. 31, 2022 USD ($) shares | |
Business Acquisition [Line Items] | |||
Cash consideration, in thirty-six equal monthly installments (including interest) | $ 818,750 | ||
Number of monthly installments | installment | 36 | ||
Founders bonus payable | $ 50,000 | ||
NervePro | |||
Business Acquisition [Line Items] | |||
Share issuance, acquisition related (in shares) | shares | 75,000 | ||
Intangible asset | $ 390,000 | $ 390,000 | |
Sentry Neuromonitoring, LLC | |||
Business Acquisition [Line Items] | |||
Cash consideration | 1,125,000 | ||
Cash consideration, at closing | 153,125 | ||
Cash consideration, within 30 days | 153,125 | ||
Value of common stock issuable | $ 1,625,000 | ||
Common stock issuable | shares | 11,861 | ||
Held in escrow, Value | $ 650,000 | ||
Held in escrow, Shares | shares | 4,745 | ||
Common stock lock up period | 12 months | ||
Reimbursement of expenses to seller | $ 50,000 | ||
Receivable bonus payable | 250,000 | ||
Threshold amount in account receivable to pay receivable bonus | $ 3,000,001 | ||
Number of payments in which receivable bonus is paid | item | 3 | ||
Receivable bonus payable on 30th day | $ 100,000 | ||
Receivable bonus payable on 60th day | 100,000 | ||
Receivable bonus payable on 90th day | 50,000 | ||
Founders bonus payable | 25,000 | ||
Minimum annual base salary | 175,000 | ||
Annual variable compensation bonus | 50,000 | ||
Sentry Neuromonitoring, LLC | Kenneth Sly | |||
Business Acquisition [Line Items] | |||
Founders bonus payable | 25,000 | ||
Neuro Pro Monitoring | |||
Business Acquisition [Line Items] | |||
Share issuance, acquisition related (in shares) | shares | 75,000 | ||
Cash consideration | $ 1,125,000 |
ACQUISITIONS AND INTANGIBLES _2
ACQUISITIONS AND INTANGIBLES - Assets Acquired (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets acquired: | |||
Goodwill | $ 1,025 | $ 4,448 | |
Liabilities assumed: | |||
Preliminary Goodwill | $ 1,025 | $ 4,448 | |
Neuro Pro Monitoring | |||
Purchase price consideration: | |||
Cash | $ 1,125 | ||
Common share liability, at fair value | 2,275 | ||
Total consideration | 3,400 | ||
Assets acquired: | |||
Cash | 51 | ||
Accounts receivable | 2,000 | ||
Right of use assets | 131 | ||
Total assets acquired | 2,182 | ||
Goodwill | 1,591 | ||
Liabilities assumed: | |||
Accounts payable and accrued liabilities | 242 | ||
Lease liability | 131 | ||
Total liabilities assumed | 373 | ||
Preliminary Goodwill | 1,591 | ||
Total | $ 3,400 |
INTANGIBLES AND GOODWILL - Good
INTANGIBLES AND GOODWILL - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Goodwill | $ 1,025 | $ 4,448 |
Impairment charge of goodwill | 3,400 | $ 0 |
Single Reporting Unit [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 8,900 | |
Goodwill, estimated fair value | $ 5,500 |
INTANGIBLES AND GOODWILL - Iden
INTANGIBLES AND GOODWILL - Identified intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-lived intangible assets | ||
Total intangible assets | $ 390 | $ 3,649 |
Impairment charge of intangible assets | 117,000 | |
Amortization expense | 3,500 | 466 |
Neuro Pro Monitoring | ||
Finite-lived intangible assets | ||
Total finite-lived intangible assets | 390 | 4,545 |
Less accumulated amortization | (1,013) | |
Finite-lived intangible assets, net | 390 | 3,532 |
Indefinite-lived intangible assets | ||
Total intangible assets | 390 | 3,649 |
Tradenames | ||
Indefinite-lived intangible assets | ||
Impairment charge of intangible assets | 117 | 0 |
Tradenames | Neuro Pro Monitoring | ||
Indefinite-lived intangible assets | ||
Indefinite-lived intangible assets | 117 | |
Doctor Agreements | Neuro Pro Monitoring | ||
Finite-lived intangible assets | ||
Total finite-lived intangible assets | $ 390 | 4,509 |
Noncompete Agreements | Neuro Pro Monitoring | ||
Finite-lived intangible assets | ||
Total finite-lived intangible assets | $ 36 |
INTANGIBLES AND GOODWILL - Addi
INTANGIBLES AND GOODWILL - Additional Information (Details) - Neuro Pro Monitoring - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 30, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Shares issued for asset purchase | 75,000 | |
Price per share | $ 5.20 | |
Intangible asset recorded, asset purchase | $ 390 | |
Intangible asset from asset purchase, amortization period | 1 year |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,296 | $ 1,236 |
Payroll liabilities | 86 | 552 |
Other accrued liabilities | 537 | 406 |
Accounts payable and accrued liabilities | $ 2,919 | $ 2,194 |
DEBT - Debt Obligations (Detail
DEBT - Debt Obligations (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 4 Months Ended | ||||||
Jun. 10, 2021 USD ($) D | Nov. 22, 2019 $ / shares | Jul. 31, 2021 | Apr. 30, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 09, 2021 $ / shares shares | Mar. 31, 2021 USD ($) | |
Debt | ||||||||
Face amount | $ 1,700 | |||||||
Total debt | $ 12,839 | $ 13,684 | ||||||
Less: current portion of debt | (965) | (515) | ||||||
Long-term debt | 11,874 | 13,169 | ||||||
Common share purchase warrants | shares | 13,750 | |||||||
Shares per warrant | shares | 1 | |||||||
Term of warrants | 48 months | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 100 | $ 151 | ||||||
Senior Term Loan | ||||||||
Debt | ||||||||
Maximum borrowing capacity | $ 6,000 | |||||||
Senior Revolving Loan | ||||||||
Debt | ||||||||
Maximum borrowing capacity | $ 2,000 | |||||||
Number of business days prior to written notice of prepayment | D | 10 | |||||||
Minimum prepayment advances outstanding | $ 250 | |||||||
Percentage of aggregate advances outstanding | 25% | |||||||
Term of of written notice of company's intention to prepay | 30 days | |||||||
Term of interest | 12 months | |||||||
Senior Term Acquisition Line | ||||||||
Debt | ||||||||
Maximum borrowing capacity | $ 3,000 | |||||||
Central Bank Debt PPP promissory note | ||||||||
Debt | ||||||||
Total | 1,687 | |||||||
Paycheck Protection Program loan | ||||||||
Debt | ||||||||
Face amount | $ 1,700 | |||||||
Bearing interest rate | 1% | |||||||
Centurion debenture | ||||||||
Debt | ||||||||
Total | 11,000 | 11,000 | ||||||
Less: fair value ascribed to conversion feature and warrants | (1,204) | (1,204) | ||||||
Plus: accretion of implied interest | 476 | 176 | ||||||
Less: net debt issuance costs | (386) | (547) | ||||||
Total debt | 9,886 | 9,425 | ||||||
Commitment fee (in percent) | 2.25% | |||||||
Commitment fee | $ 248 | |||||||
Debenture with Maturity Date of June 9, 2025 | ||||||||
Debt | ||||||||
Face amount | $ 11,000 | |||||||
Bearing interest rate | 9.50% | |||||||
Interest rate during period | 1.50% | |||||||
Interest on over due interest | 3% | |||||||
Royal Bank of Canada Prime Rate | Debenture with Maturity Date of June 9, 2025 | ||||||||
Debt | ||||||||
Variable rate | 7.05% | |||||||
Convertible Debt | ||||||||
Debt | ||||||||
Total | 3,390 | |||||||
Face amount | 3,450 | 3,450 | ||||||
Less: principal converted to common shares | (60) | (60) | ||||||
Less: fair value ascribed to conversion feature and warrants | (1,523) | (1,523) | ||||||
Plus: accretion of implied interest | 1,086 | 705 | ||||||
Total debt | $ 2,953 | $ 2,572 | ||||||
Bearing interest rate | 9% | 9% | ||||||
Term of debt | 4 years | 4 years | ||||||
Common share purchase warrants | shares | 72 | |||||||
Term of warrants | 3 years | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 190 | $ 190 |
DEBT - Future Minimum Principal
DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 12,839 | $ 13,684 |
Debenture | ||
Debt Instrument [Line Items] | ||
2025 | 11,000 | |
Total | 11,000 | |
Less: fair value ascribed to conversion feature and warrants | (1,204) | |
Plus: accretion of implied interest | 476 | |
Less: net debt issuance costs | (386) | |
Total debt | 9,886 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
2023 | 965 | |
2024 | 2,425 | |
Total | 3,390 | |
Less: fair value ascribed to conversion feature and warrants | (1,523) | (1,523) |
Plus: accretion of implied interest | 1,086 | 705 |
Total debt | $ 2,953 | $ 2,572 |
DEBT - Accretion and interest e
DEBT - Accretion and interest expense, excluding debt issuance cost amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Accretion expense | $ 681 | $ 556 |
Debt issuance cost amortization | 161 | 93 |
Interest paid | 1,451 | 760 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Accretion expense | 381 | 381 |
Interest paid | 221 | 304 |
Centurion debenture | ||
Debt Instrument [Line Items] | ||
Accretion expense | 300 | 175 |
Debt issuance cost amortization | 161 | 93 |
Interest paid | $ 1,230 | $ 456 |
DEBT - Convertible Debt - Narra
DEBT - Convertible Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 12 Months Ended | ||||
Dec. 13, 2019 | Nov. 22, 2019 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 09, 2021 | |
Debt | ||||||
Number common shares to purchase of warrants | 13,750 | |||||
Warrant exercise price (in dollars per share) | $ 100 | $ 151 | ||||
Term of warrants | 48 months | |||||
Face amount | $ 1,700 | |||||
Warrant exercise price (in dollars per share) | $ 100 | $ 151 | ||||
Common share purchase warrants per unit | 1 | |||||
Interest expense | $ 1,451 | $ 760 | ||||
First tranche | Finder | ||||||
Debt | ||||||
Term of debt | 3 years | |||||
Fourth tranche | ||||||
Debt | ||||||
Term of debt | 4 years | |||||
Convertible Debt | ||||||
Debt | ||||||
Interest expense | 221 | 304 | ||||
Convertible Debt | ||||||
Debt | ||||||
Gross proceeds | $ 4,000 | |||||
Option to increase the offering | $ 2,000 | |||||
Number common shares to purchase of warrants | 72 | |||||
Warrant exercise price (in dollars per share) | $ 190 | $ 190 | ||||
Term of warrants | 3 years | |||||
Conversion price (in dollars per share) | $ 140 | |||||
Term of debt | 4 years | 4 years | ||||
Interest rate | 9% | 9% | ||||
Face amount | $ 3,450 | $ 3,450 | ||||
Price Per Unit | $ 1 | |||||
Warrant exercise price (in dollars per share) | $ 190 | $ 190 | ||||
Convertible Debt | Finder | ||||||
Debt | ||||||
Term of warrants | 3 years | |||||
Conversion price (in dollars per share) | $ 190 | |||||
Number of warrants issued | 563 | |||||
Payments To Finders | $ 79 | |||||
Convertible Debt | First tranche | ||||||
Debt | ||||||
Number common shares to purchase of warrants | 3 | |||||
Warrant exercise price (in dollars per share) | $ 9.50 | |||||
Conversion price (in dollars per share) | $ 140 | |||||
Term of debt | 4 years | |||||
Conversion feature | $ 376 | |||||
Face amount | $ 965 | 965 | ||||
Warrants to purchase | $ 188 | |||||
Price Per Unit | $ 1 | |||||
Number of warrants issued | 3,445 | |||||
Fair value of the debt | $ 401 | |||||
Payments To Finders | $ 67 | |||||
Warrant exercise price (in dollars per share) | $ 9.50 | |||||
Convertible Debt | First tranche | Finder | ||||||
Debt | ||||||
Term of warrants | 3 years | |||||
Number of warrants issued | 9,650 | |||||
Convertible Debt | Second tranche | ||||||
Debt | ||||||
Term of debt | 4 years | |||||
Conversion feature | $ 152 | |||||
Face amount | 469 | |||||
Warrants to purchase | 58 | |||||
Fair value of the debt | $ 259 | |||||
Convertible Debt | Third tranche | ||||||
Debt | ||||||
Term of debt | 4 years | |||||
Conversion feature | $ 291 | |||||
Face amount | 886 | |||||
Warrants to purchase | 112 | |||||
Fair value of the debt | 483 | |||||
Convertible Debt | Fourth tranche | ||||||
Debt | ||||||
Conversion feature | 96 | |||||
Face amount | 300 | |||||
Warrants to purchase | 45 | |||||
Fair value of the debt | $ 159 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 4 Months Ended | ||||
Nov. 22, 2019 | Jan. 31, 2022 | Apr. 30, 2020 | Apr. 30, 2020 | Jun. 09, 2021 | Mar. 31, 2021 | |
Debt | ||||||
Common share purchase warrants per unit | 1 | |||||
Number common shares to purchase of warrants | 13,750 | |||||
Term of warrants | 48 months | |||||
First tranche | Finder | ||||||
Debt | ||||||
Term of debt | 3 years | |||||
Fourth tranche | ||||||
Debt | ||||||
Term of debt | 4 years | |||||
April Cd Unit | ||||||
Debt | ||||||
Maximum gross proceeds | $ 500 | $ 500 | ||||
Option to increase the offering | 500 | $ 500 | ||||
Proceeds used for working capital | 830 | |||||
Retirement of part of obligation | $ 800 | |||||
Common share purchase warrants per unit | 100 | 100 | ||||
Offering price, per unit | $ 67 | |||||
Term of warrants | 3 years | 3 years | ||||
Conversion price (in dollars per share) | $ 3.35 | $ 3.35 | ||||
Term of debt | 4 years | |||||
Interest rate | 9% | 9% | ||||
Warrants to purchase | $ 23 | $ 23 | ||||
Price Per Unit | $ 1 | |||||
Number of warrants issued | 345 | |||||
April Cd Unit | Finder | ||||||
Debt | ||||||
Proceeds used for working capital | $ 830 | |||||
Conversion feature | 279 | |||||
Warrants to purchase | 187 | 187 | ||||
Fair value of the debt | $ 364 | $ 364 | ||||
Paycheck Protection Program loan | ||||||
Debt | ||||||
Interest rate | 1% | |||||
Debt forgiveness | $ 1,700 |
DEBT - Debenture (Details)
DEBT - Debenture (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 10, 2021 | Apr. 30, 2020 | |
Debt | ||||
Face amount | $ 1,700 | |||
Loan proceeds | $ 1,665 | |||
Interest expense | $ 1,451 | 760 | ||
Centurion debenture | ||||
Debt | ||||
Interest expense | $ 1,230 | $ 456 | ||
Senior Term Loan | ||||
Debt | ||||
Maximum borrowing capacity | $ 6,000 | |||
Senior Revolving Loan | ||||
Debt | ||||
Maximum borrowing capacity | 2,000 | |||
Senior Term Acquisition Line | ||||
Debt | ||||
Maximum borrowing capacity | $ 3,000 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Mar. 04, 2023 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 15, 2021 USD ($) $ / shares shares | Apr. 30, 2021 USD ($) shares | Jun. 30, 2021 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 03, 2023 $ / shares shares | Oct. 11, 2022 $ / shares | Mar. 03, 2022 shares | Jun. 09, 2021 shares | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||
Common stock, shares authorized | 9,000,000 | 9,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued | 1,051,098 | 645,943 | 22,021,952 | |||||||
Common stock, shares outstanding | 1,051,098 | 645,943 | 22,021,952 | |||||||
Reverse stock split ratio | 0.05 | |||||||||
Fractional shares issued | 0 | |||||||||
Shares issued | 909,262 | 7,802 | ||||||||
Share price | $ / shares | $ 123.80 | $ 80 | ||||||||
Shares issue price | $ / shares | $ 105 | |||||||||
Common share purchase warrants per unit | 1 | |||||||||
Term of warrants | 48 months | |||||||||
Proceeds from Issuance of Private Placement | $ | $ 4,750,000 | |||||||||
Value of shares issued on settlement of employee compensation | $ | $ 435,000 | |||||||||
Outstanding principal | $ | $ 60,000 | |||||||||
Shares issued on conversion of debt | 669 | |||||||||
Subsequent Events | ||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||
Common stock, shares authorized | 9,000,000 | 180,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Reverse stock split ratio | 0.05 | |||||||||
Fractional shares issued | 0 | |||||||||
Amended Stock Option Plan | ||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||
Common stock, shares outstanding | 42,540 | |||||||||
Equity Incentive Plan | ||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||
Common stock, shares outstanding | 6,500 | |||||||||
Number of shares authorized | 93,500 | |||||||||
NervePro | ||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||
Share issuance, acquisition related (in shares) | 75,000 | |||||||||
Intangible asset | $ | $ 390,000 | |||||||||
Sentry Neuromonitoring, LLC | ||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||||
Value of common stock issuable | $ | $ 1,625,000 | |||||||||
Common stock issuable | 11,861 | |||||||||
Held in escrow, Value | $ | $ 650,000 | |||||||||
Held in escrow, Shares | 4,745 | |||||||||
Common stock lock up period | 12 months |
SHAREHOLDERS' EQUITY - 2022 Equ
SHAREHOLDERS' EQUITY - 2022 Equity Financing (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 15, 2021 | Aug. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from share issuance, net | $ 5,195 | $ 5,062 | |||
Share issuance, net (in shares) | 909,262 | 7,802 | |||
Shares issue price | $ 105 | ||||
2022 Equity Financing | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from share issuance, net | $ 6,200 | ||||
Share issuance, net (in shares) | 278,804 | ||||
Shares issue price | $ 22.40 | ||||
Period to purchase additional shares | 45 days | ||||
Percentage of additional shares issued | 15% |
SHAREHOLDERS' EQUITY - Stock Op
SHAREHOLDERS' EQUITY - Stock Options (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Nov. 15, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Capital | |||||
Shares issued | 909,262 | 7,802 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Options at beginning of period (in shares) | 60,212 | 37,430 | |||
Options granted (in shares) | 6,500 | 27,250 | |||
Options exercised (in shares) | (40) | (150) | |||
Options canceled / expired (in shares) | (17,632) | (4,318) | |||
Options at end of period (in shares) | 49,040 | 60,212 | 37,430 | ||
Options vested and exercisable as at end of the period | 34,163 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Exercise Price at beginning of period (in dollars per share) | $ 111.20 | $ 105 | |||
Options granted (in dollars per share) | 103.20 | 123.40 | |||
Options exercised (in dollars per share) | 100.80 | 128 | |||
Options canceled / expired (in dollars per share) | 50.20 | 119.80 | |||
Exercise Price at end of period (in dollars per share) | 129.60 | $ 111.20 | $ 105 | ||
Exercise Price vested and exercisable (in dollars per share) | $ 135.20 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 18 days | 3 years 7 months 6 days | 4 years | ||
Weighted Average Remaining life vested and exercisable (in years) | 2 years 4 months 24 days | ||||
Stock options | Consultants | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Options granted (in shares) | 0 | 0 |
SHAREHOLDERS' EQUITY - Stock _2
SHAREHOLDERS' EQUITY - Stock Options Outstanding and Exercisable (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 49,040 | 60,212 | 37,430 |
Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 18 days | 3 years 7 months 6 days | 4 years |
Weighted average exercise price of options outstanding (in dollars per share) | $ 129.60 | $ 111.20 | $ 105 |
Number Exercisable (in shares) | 34,163 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 135.20 | ||
$180.00 Exercise Price Per Share, group one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 750 | ||
Weighted Average Remaining Contractual Life (in years) | 5 years | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 180 | ||
Number Exercisable (in shares) | 750 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 180 | ||
$180.00 Exercise Price Per Share, group two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 4,200 | ||
Weighted Average Remaining Contractual Life (in years) | 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 180 | ||
Number Exercisable (in shares) | 4,200 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 180 | ||
$156.00 Exercise Price Per Share | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 7,290 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 156 | ||
Number Exercisable (in shares) | 7,290 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 156 | ||
$128..00 Exercise Price Per Share | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 3,695 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 128 | ||
Number Exercisable (in shares) | 3,695 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 128 | ||
$97.00 Exercise Price Per Share | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 4,150 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 10 months 24 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 97 | ||
Number Exercisable (in shares) | 3,043 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 97 | ||
$106.00 Exercise Price Per Share | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 12,655 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 1 month 6 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 106 | ||
Number Exercisable (in shares) | 7,520 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 106 | ||
$112.00 Exercise Price Per Share | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 1,500 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 3 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 112 | ||
Number Exercisable (in shares) | 900 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 112 | ||
$153.00 Exercise Price Per Share | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 8,300 | ||
Weighted Average Remaining Contractual Life (in years) | 3 years 9 months 18 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 153 | ||
Number Exercisable (in shares) | 4,598 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 153 | ||
$103.20.00 Exercise Price Per Share | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding (in shares) | 6,500 | ||
Weighted Average Remaining Contractual Life (in years) | 4 years 2 months 12 days | ||
Weighted average exercise price of options outstanding (in dollars per share) | $ 103.20 | ||
Number Exercisable (in shares) | 2,167 | ||
Weighted average exercise price of options exercisable (in dollars per share) | $ 103.20 |
SHAREHOLDERS' EQUITY - Assumpti
SHAREHOLDERS' EQUITY - Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 5 years | 5 years |
Risk-free interest rate | 1.70% | |
Risk-free interest rate, Minimum | 1.70% | 0.40% |
Risk-free interest rate, Maximum | 0.90% | |
Expected volatility | 132% | |
Expected volatility, Minimum | 132% | 91% |
Expected volatility, Maximum | 137% | |
Consultants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 9 months 18 days | |
Risk-free interest rate | 0.40% | |
Dividend yield | 0% | |
Expected volatility | 186% |
SHAREHOLDERS' EQUITY - Stock-ba
SHAREHOLDERS' EQUITY - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY | ||
Stock-based compensation expense recognized | $ 1,000 | $ 1,900 |
Unrecognized compensation cost | $ 840 | |
Unvested stock options (in shares) | 14,877 | |
Weighted-average remaining vesting period | 3 years |
SHAREHOLDERS' EQUITY - Changes
SHAREHOLDERS' EQUITY - Changes in Stock Option Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value of the stock option derivative liability | ||
Balance at Beginning of period | $ 25 | $ 16 |
Gain on revaluation | $ 25 | (9) |
Balance at End of period | $ 25 |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | 197,000 | 206,000 | 183,250 |
Debenture, warrants issued | 13,750 | ||
Centurion debenture | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | 13,500 | ||
Warrants issued | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | 9,000 | ||
Roth Capital | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | 9,000 |
SHAREHOLDERS' EQUITY - Warrant
SHAREHOLDERS' EQUITY - Warrant Assumptions (Details) | Dec. 31, 2022 $ / shares Y | Dec. 31, 2021 $ / shares Y |
Risk free rate of return | ||
Share Capital | ||
Warrants | 0.56 | 0.39 |
Expected life | ||
Share Capital | ||
Warrants | Y | 4 | 5 |
Expected volatility | ||
Share Capital | ||
Warrants | 90 | 90 |
Expected dividend per share | ||
Share Capital | ||
Warrants | 0 | 0 |
Exercise price | ||
Share Capital | ||
Warrants | 1.51 | 0.78 |
Stock price | ||
Share Capital | ||
Warrants | 1.50 | 0.96 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | $ (30,112) | $ (2,756) |
Basic weighted average common stock outstanding | 751,659 | 586,271 |
Basic loss per share | $ (40.06) | $ (4.70) |
Dilutive weighted average common stock outstanding | 751,659 | 586,271 |
Diluted loss per share | $ (40.06) | $ (4.70) |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average common shares | 49,040 | 60,212 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted average common shares | 206,000 | 197,000 |
INCOME TAXES - Income tax expen
INCOME TAXES - Income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax expense: | ||
State | $ 5 | $ 30 |
Total | 5 | 30 |
Deferred tax benefit: | ||
Federal | 179 | (707) |
State | 18 | (152) |
Total | 197 | (859) |
Total income tax benefit | $ 202 | $ (829) |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets (Liabilities): | ||
Fixed assets | $ (101) | $ (185) |
Stock-based and performance share compensation. | 1,920 | 1,977 |
Equity method investments | (138) | (149) |
Accrual to cash adjustment | (4,053) | (7,549) |
Net operating loss and carryforward | 7,792 | 5,762 |
Intangibles | (34) | |
Intangibles | 1,773 | |
Debt issuance costs | 10 | 20 |
Accretion expense | (268) | (443) |
Total Noncurrent DTL | 6,935 | (601) |
Valuation Allowance | (7,731) | |
Deferred Tax Liabilities, net | $ (796) | $ (601) |
INCOME TAXES - Effective tax ra
INCOME TAXES - Effective tax rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of effective tax rate: | ||
Federal taxes at statutory rate | 21% | 21% |
State taxes, net of federal benefit | 2% | 2.80% |
Permanent items | (0.80%) | |
Performance shares | 1.10% | |
Provision to return adjustment and other | (0.40%) | (2.30%) |
Change in rate | 0.80% | 3.80% |
Change in valuation allowance | (24.70%) | |
NOL carryback difference | (0.50%) | (1.40%) |
Effective income tax rate | (0.70%) | 23.10% |
Net operating loss and carryforward | $ 7,792 | $ 5,762 |
Interest and penalties related to uncertain tax positions | 0 | |
Federal | ||
Reconciliation of effective tax rate: | ||
Net operating loss and carryforward | $ 33,300 |
EQUITY METHOD INVESTMENT - Sche
EQUITY METHOD INVESTMENT - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
EQUITY METHOD INVESTMENT | ||
Balance at beginning of period | $ 525 | $ 608 |
Share of losses | 39 | 225 |
Distributions | (254) | (308) |
Balance at end of period | $ 310 | $ 525 |
401K PLAN (Details)
401K PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
401K PLAN | ||
Threshold service period to start contribution under the defined contribution plan | 6 months | |
Maximum percentage of annual contributions per employee | 100% | |
Percentage of employer matching contribution | 6% | |
Company's contributions | $ 667 | $ 467 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Mar. 04, 2023 $ / shares shares | Mar. 03, 2023 USD ($) $ / shares shares | Nov. 15, 2021 $ / shares shares | Jun. 30, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Oct. 11, 2022 $ / shares | Mar. 03, 2022 shares | |
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common Stock, Shares Authorized | 9,000,000 | 9,000,000 | ||||||
Reverse stock split ratio | 0.05 | |||||||
Common stock, shares issued | 1,051,098 | 645,943 | 22,021,952 | |||||
Common stock, shares outstanding | 1,051,098 | 645,943 | 22,021,952 | |||||
Number of shares outstanding after reverse stock split | 1,101,098 | |||||||
Number of shares issued after reverse stock split | 1,101,098 | |||||||
Fractional shares issued | 0 | |||||||
Common share issuance | $ | $ 5,195 | $ 5,062 | ||||||
Common share issuance (in shares) | 909,262 | 7,802 | ||||||
Shares issue price | $ / shares | $ 105 | |||||||
Subsequent Events | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Common Stock, Shares Authorized | 9,000,000 | 180,000,000 | ||||||
Reverse stock split ratio | 0.05 | |||||||
Fractional shares issued | 0 | |||||||
Subsequent Events | Private Placements | ||||||||
Subsequent Event [Line Items] | ||||||||
Common share issuance | $ | $ 300 | |||||||
Common share issuance (in shares) | 50,000 | |||||||
Shares issue price | $ / shares | $ 6 |