Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-40785 | |
Entity Registrant Name | ASSURE HOLDINGS CORP. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 82-2726719 | |
Entity Address, Address Line One | 4600 South Ulster Street, Suite 1225 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80237 | |
City Area Code | 720 | |
Local Phone Number | 287-3093 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | IONM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,839,304 | |
Entity Central Index Key | 0001798270 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 918 | $ 4,386 |
Accounts receivable, net | 22,683 | 14,965 |
Income tax receivable | 150 | 150 |
Other current assets | 104 | 618 |
Due from PEs | 5,734 | 4,856 |
Total current assets | 29,589 | 24,975 |
Equity method investments | 638 | 608 |
Fixed assets | 109 | 356 |
Operating lease right of use asset | 124 | |
Finance lease right of use asset | 877 | 608 |
Deferred tax asset, net | 144 | |
Intangibles, net | 3,763 | 4,115 |
Goodwill | 4,448 | 2,857 |
Total assets | 39,568 | 33,643 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,069 | 2,871 |
Current portion of debt | 4,100 | |
Current portion of lease liability | 579 | 521 |
Current portion of acquisition liability | 306 | |
Other current liabilities | 10 | 96 |
Total current liabilities | 2,964 | 7,588 |
Lease liability, net of current portion | 750 | 772 |
Debt, net of current portion | 10,451 | 2,251 |
Acquisition liability | 561 | |
Acquisition share issuance liability | 540 | 540 |
Fair value of stock option liability | 40 | 16 |
Performance share issuance liability | 2,668 | |
Deferred tax liability, net | 599 | |
Total liabilities | 15,306 | 14,434 |
Commitments and contingencies (Note 7) | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value; 180,000,000 shares authorized; 11,839,304 and 11,275,788 shares issued and outstanding, as of September 30, 2021 and December 31, 2020, respectively | 12 | 11 |
Additional paid-in capital | 38,385 | 30,886 |
Accumulated deficit | (14,135) | (11,688) |
Total shareholders' equity | 24,262 | 19,209 |
Total liabilities and shareholders' equity | $ 39,568 | $ 33,643 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 900,000,000 | 180,000,000 |
Common stock, shares issued | 11,839,304 | 11,275,788 | |
Common stock, shares outstanding | 11,839,304 | 11,275,788 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
Revenue | $ 8,546 | $ 3,963 | $ 19,533 | $ (2,440) |
Cost of revenues | 4,254 | 2,232 | 9,956 | 5,062 |
Gross margin | 4,292 | 1,731 | 9,577 | (7,502) |
Operating expenses | ||||
General and administrative | 3,180 | 1,957 | 10,275 | 5,853 |
Sales and marketing | 247 | 349 | 748 | 801 |
Depreciation and amortization | 293 | 249 | 965 | 769 |
Total operating expenses | 3,720 | 2,555 | 11,988 | 7,423 |
Income (loss) from operations | 572 | (824) | (2,411) | (14,925) |
Other income (expenses) | ||||
Income (loss) from equity method investments | 139 | (232) | 136 | (1,449) |
Other income (expense), net | (27) | (3) | (29) | 50 |
Accretion expense | (171) | (227) | (386) | (619) |
Interest expense, net | (264) | (58) | (500) | (164) |
Total other expense | (323) | (520) | (779) | (2,182) |
Income (loss) before income taxes | 249 | (1,344) | (3,190) | (17,107) |
Income tax benefit (expense) | (158) | 367 | 743 | 2,396 |
Net loss | $ 91 | $ (977) | $ (2,447) | $ (14,711) |
Income (loss) per share | ||||
Basic | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) |
Diluted | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) |
Weighted average number of shares used in per share calculation - basic | 11,838,032 | 6,988,058 | 11,528,371 | 6,968,728 |
Weighted average number of shares used in per share calculation - diluted | 15,724,103 | 6,988,058 | 11,528,371 | 6,968,728 |
Patient service fees, net | ||||
Revenue | ||||
Revenue | $ 6,443 | $ 2,965 | $ 13,087 | $ (6,342) |
Hospital, management and other | ||||
Revenue | ||||
Revenue | $ 2,103 | $ 998 | $ 6,446 | $ 3,902 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (2,447) | $ (14,711) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
(Income) loss from equity method investments | (136) | 1,449 |
Stock-based compensation | 818 | 456 |
Depreciation and amortization | 599 | 769 |
Amortization of debt issuance costs | 53 | |
Provision for stock option fair value | 24 | (50) |
Accretion expense | 386 | 619 |
Tax impact of equity component of convertible debt issuance | (288) | |
Change in operating assets and liabilities | ||
Accounts receivable, net | (5,723) | 16,243 |
Prepaid expenses | 177 | |
Right of use assets | 291 | |
Accounts payable and accrued liabilities | (1,045) | (3,126) |
Due from related parties | (1,121) | (1,113) |
Lease liability | (399) | (172) |
Income taxes | (743) | (1,715) |
Other assets and liabilities | (86) | (209) |
Net cash used in operating activities | (9,352) | (1,848) |
Cash flows from investing activities | ||
Purchase of fixed assets | (33) | |
Net cash paid for acquisitions | (204) | (3,934) |
Distributions received from equity method investments | 312 | 424 |
Net cash provided by (used in) investing activities | 108 | (3,543) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 19 | |
Proceeds from share issuance, net | 832 | 102 |
Proceeds from promissory note | 1,978 | |
Repayment of promissory note | (1,418) | |
Proceeds from Paycheck Protection Program loan | 1,665 | 1,211 |
Proceeds from line of credit | 2,122 | |
Repayment of line of credit | (1,000) | |
Proceeds from debenture | 7,360 | |
Repayment of short term debt | (4,100) | |
Proceeds from convertible debenture | 2,485 | |
Net cash provided by financing activities | 5,776 | 5,480 |
Increase (decrease) in cash | (3,468) | 89 |
Cash at beginning of period | 4,386 | 59 |
Cash at end of period | 918 | 148 |
Supplemental cash flow information | ||
Interest paid | 301 | 145 |
Income taxes paid | 62 | |
Supplemental non-cash flow information | ||
Purchase of equipment with finance leases | $ 431 | $ 269 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Retained earnings (deficit) | Total |
Beginning Balances at Dec. 31, 2019 | $ 7 | $ 6,710 | $ 3,348 | $ 10,065 |
Beginning Balances (in shares) at Dec. 31, 2019 | 6,959,063 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | 102 | 102 | ||
Share issuance, net (in shares) | 25,184 | |||
Settlement of Payables | 40 | 40 | ||
Settlement of payables (in shares) | 10,000 | |||
Stock-based compensation | 456 | 456 | ||
Expected tax loss of future stock compensation option exercises | (288) | (288) | ||
Equity component of convertible debt issuance | 1,220 | 1,220 | ||
Fair value of finders' warrants | 46 | 46 | ||
Net income (loss) | (14,711) | (14,711) | ||
Ending Balance at Sep. 30, 2020 | $ 7 | 8,286 | (11,363) | (3,070) |
Ending Balance (in shares) at Sep. 30, 2020 | 6,994,247 | |||
Beginning Balances at Dec. 31, 2019 | $ 7 | 6,710 | 3,348 | 10,065 |
Beginning Balances (in shares) at Dec. 31, 2019 | 6,959,063 | |||
Ending Balance at Dec. 31, 2020 | $ 11 | 30,886 | (11,688) | 19,209 |
Ending Balance (in shares) at Dec. 31, 2020 | 11,275,788 | |||
Beginning Balances at Jun. 30, 2020 | $ 7 | 8,056 | (10,386) | (2,323) |
Beginning Balances (in shares) at Jun. 30, 2020 | 6,959,063 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | 102 | 102 | ||
Share issuance, net (in shares) | 25,184 | |||
Settlement of Payables | 40 | 40 | ||
Settlement of payables (in shares) | 10,000 | |||
Stock-based compensation | 88 | 88 | ||
Net income (loss) | (977) | (977) | ||
Ending Balance at Sep. 30, 2020 | $ 7 | 8,286 | (11,363) | (3,070) |
Ending Balance (in shares) at Sep. 30, 2020 | 6,994,247 | |||
Beginning Balances at Dec. 31, 2020 | $ 11 | 30,886 | (11,688) | 19,209 |
Beginning Balances (in shares) at Dec. 31, 2020 | 11,275,788 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share issuance, net | 832 | 832 | ||
Share issuance, net (in shares) | 171,032 | |||
Share issuance, acquisition related | $ 1 | 2,274 | 2,275 | |
Share issuance, acquisition related (in shares) | 332,117 | |||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 3,000 | |||
Convertible debt converted into shares | 60 | 60 | ||
Convertible debt converted into shares (in shares) | 13,384 | |||
Other (in shares) | 15 | |||
Stock-based compensation | 818 | 818 | ||
Equity component of convertible debt issuance | 1,203 | 1,203 | ||
Settlement of performance share liability | 2,293 | 2,293 | ||
Settlement of performance share liability (in shares) | 43,968 | |||
Net income (loss) | (2,447) | (2,447) | ||
Ending Balance at Sep. 30, 2021 | $ 12 | 38,385 | (14,135) | 24,262 |
Ending Balance (in shares) at Sep. 30, 2021 | 11,839,304 | |||
Beginning Balances at Jun. 30, 2021 | $ 12 | 38,136 | (14,226) | 23,922 |
Beginning Balances (in shares) at Jun. 30, 2021 | 11,833,431 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options | 19 | 19 | ||
Exercise of stock options (in shares) | 3,000 | |||
Convertible debt converted into shares | 20 | 20 | ||
Convertible debt converted into shares (in shares) | 2,858 | |||
Other (in shares) | 15 | |||
Stock-based compensation | 210 | 210 | ||
Net income (loss) | 91 | 91 | ||
Ending Balance at Sep. 30, 2021 | $ 12 | $ 38,385 | $ (14,135) | $ 24,262 |
Ending Balance (in shares) at Sep. 30, 2021 | 11,839,304 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | 1. Assure Holdings Corp. (the “Company” or “Assure”), through its two wholly-owned subsidiaries, Assure Neuromonitoring, LLC (“Neuromonitoring”) and Assure Networks, LLC (“Networks”), provides outsourced intraoperative neurophysiological monitoring (“IONM”) and is an emerging provider of remote neurology services. The Company delivers a turnkey suite of clinical and operational services to support surgeons and medical facilities during invasive procedures including spine, neurosurgery, ear, nose, and throat, cardiovascular and orthopedic. Accredited by The Joint Commission, Assure’s mission is to provide exceptional surgical care and a positive patient experience. IONM identifies real-time changes in spinal cord, brain, and peripheral nerve functions during high-risk surgeries to prevent injuries or accidental damage to patients that could lead to strokes, heart attacks, paralysis or other serious medical issues. IONM is well established and is regarded as the standard of care in U.S healthcare. Assure employs highly trained IONM technologists, who provide a direct point of contact in the operating room to relay critical information to the surgical team while Company physicians deliver remote neurology services in support of the surgical team. In addition, Assure offers surgeons and medical facilities a value-added platform that manages patient scheduling, billing and collections, physician relationship management and patient advocacy services. The high quality IONM support that Assure provides results in decreased hospital and surgeon liability, abbreviated patient stays, fewer readmissions, reduced hospital costs, enhanced overall patient satisfaction and the efficient achievement of better clinical outcomes. The Company maintains operations in twelve U.S. states. Assure believes that continued geographic expansion initiatives, facility-wide outsourcing agreements with medical facilities, the acceleration of its remote neurology services platform, and selective acquisitions will combine to generate substantial growth opportunities going forward. The Company was originally incorporated in Colorado on November 7, 2016. In conjunction with a reverse merger with Montreux Capital Corp., a British Columbia corporation, the Company was redomesticated from British Columbia to Nevada on May 16, 2017. Neuromonitoring was formed on August 25, 2015 in Colorado and it 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. Networks also manages other PEs that Networks does not have an ownership interest and charges those PEs a management fee which is accounted for as service revenue. The Company operates in the United States in one segment. COVID-19 Our business and results of operations have been, and continues to be, adversely affected by the global COVID-19 pandemic and related events and we expect its impact to continue. The impact to date has included periods of significant volatility in various markets and industries, including the healthcare industry. The volatility has had, and we anticipate it will continue to have, an adverse effect on our customers and on our business, financial condition and results of operations, and may result in an impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies. In particular, the healthcare industry, hospitals and providers of elective procedures have been and may continue to be impacted by the pandemic and/or other events beyond our control, and further volatility could have an additional negative impact on these industries, customers, and our business. In addition, the COVID-19 pandemic and, to a lesser extent, the impact on other industries, including automotive, electronics and real estate, increased fuel costs, U.S. restrictions on trade, and transitory inflation have impacted and may continue to impact the financial conditions of our customers and the patients they serve. In addition, actions by United States federal, state and foreign governments to address the COVID-19 pandemic, including travel bans, stay-at-home orders and school, business and entertainment venue closures, also had and may continue to have a significant adverse effect on the markets in which we conduct our businesses. COVID-19 poses the risk that our workforce, suppliers, and other partners may be prevented from conducting normal business activities for an extended period of time, including due to shutdowns or stay-at-home orders that may be requested or mandated by governmental authorities. We have implemented policies to allow our employees to work remotely as a result of the pandemic as we reviewed processes related to workplace safety, including social distancing and sanitation practices recommended by the Centers for Disease Control and Prevention (CDC). The COVID-19 pandemic could also cause delays in acquiring new customers and executing renewals and could also impact our business as consumer behavior changes in response to the pandemic. Since the start of the second quarter of 2021, there has been increased availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel, and government activities and functions, including healthcare and elective surgeries, and we have experienced a gradual resumption of economic activities in our industries. On the other hand, infection rates continue to fluctuate in various regions and new strains of the virus, including the Delta variant, remain a risk, which may give rise to implementation of restrictions in the geographic areas that we serve. In addition, there are ongoing global impacts resulting from the pandemic, including disruption of the supply chains, product shortages, increased delivery costs, increased governmental regulation, strains on healthcare systems, and delays in shipments, product development, technology launches and facility access. We have been closely monitoring the COVID-19 pandemic and its impact on our business, including legislation to mitigate the impact of COVID-19 such as the Coronavirus Aid, Relief, and Economic Security (CARES) Act which was enacted in March 2020, and the American Rescue Plan Act of 2021 which was enacted in March 2021. Although a significant portion of our anticipated revenue for 2021 is derived from fixed-fee and minimum-guarantee arrangements, primarily from large, well-capitalized customers which we believe somewhat mitigates the risks to our business, our per-unit and variable-fee based revenue will continue to be susceptible to the volatility, supply chain disruptions, microchip shortages and potential market downturns induced by the COVID-19 pandemic. The full extent of the future impact of the COVID-19 pandemic on the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the spread of new variants of COVID-19; the continued and renewed imposition of protective public safety measures; the impact of COVID-19 on integration of acquisitions, expansion plans, implementation of telemedicine, restrictions on elective procedures, delays in payor remittance and increased regulations; and the impact of the pandemic on the global economy and demand for consumer products. Although we are unable to predict the full impact and duration of the COVID-19 pandemic on our business, we are actively managing our financial expenditures in response to continued uncertainty. Further discussion of the potential impacts on our business from the COVID-19 pandemic is provided under Part I, Item 1A – Risk Factors of the Form 10-K. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 2. Consolidation 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 accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. All significant intercompany balances and transactions have been eliminated in consolidation. 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. Accounting Policies There have been no changes to the Company’s significant accounting policies or recent accounting pronouncements during the nine months ended September 30, 2021 as compared to the significant accounting policies disclosed in the 10-K for the year ended December 31, 2020 as filed on March 30, 2021. Common Stock Reverse Split During September 2021, the Company effectuated a five |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
LEASES | |
LEASES | 3. 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 The Company leases corporate office facilities under two operating sub-leases which expired June 30, 2021. The Company is negotiating lease renewal terms and is currently under a month-to-month lease arrangement. Finance leases The Company leases medical equipment under various financing leases with stated interest rates ranging from 6.5% — 12.2% per annum which expire at various dates through 2026. The condensed consolidated balance sheets include the following amounts for right of use (“ROU”) assets as of September 30, 2021 and December 31, 2020 (stated in thousands): September 30, December 31, 2021 2020 Operating $ — $ 124 Finance 877 608 Total $ 877 $ 732 Finance lease assets are reported net of accumulated amortization of $1.8 million and $1.3 million as of September 30, 2021 and December 31, 2020, respectively. The following are the components of lease cost for operating and finance leases (stated in thousands): Nine Months Ended September 30, 2021 2020 Lease cost: Operating leases $ 227 $ 159 Finance leases: Amortization of ROU assets 372 398 Interest on lease liabilities 69 60 Total finance lease cost 441 458 Total lease cost $ 668 $ 617 The following are the weighted average lease terms and discount rates for operating and finance leases: As of As of September 30, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases — 0.5 Finance leases 3.1 3.3 Weighted average discount rate: Operating leases — 6.9 Finance leases 8.1 7.9 The Company acquired ROU assets in exchange for lease liabilities of $431 thousand upon commencement of finance leases during the nine months ended September 30, 2021. Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 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. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
DEBT | |
DEBT | 4. DEBT 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 matures on February 25, 2026. The PPP Loan carries 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 intends to submit its application for forgiveness of the PPP promissory note during the fourth quarter of 2021. 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. 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 the Central Bank line of credit and the Central Bank promissory note. Warrant Fee In addition, Assure issued Centurion an aggregate of 275,000 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 US$7.55 (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. The Company’s debt obligations are summarized as follows: September 30, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 PPP promissory note 1,665 — Total 1,665 4,100 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) — Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 610 324 Total convertible debt 2,477 2,251 Face value of Centurion debenture 8,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 100 — Less: net debt issuance costs (587) — Total Centurion debt 6,309 — Total debt 10,451 6,351 Less: current portion of debt — (4,100) Long-term debt $ 10,451 $ 2,251 As of September 30, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness Remainder 2021 $ — $ — $ — 2022 — — — 2023 — 965 — 2024 — 2,425 — 2025 — — 8,000 2026 1,665 — — Total 1,665 3,390 8,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 610 100 Less: net debt issuance costs — — (587) $ 1,665 $ 2,477 $ 6,309 |
SHARE CAPITAL
SHARE CAPITAL | 9 Months Ended |
Sep. 30, 2021 | |
SHARE CAPITAL | |
SHARE CAPITAL | 5. SHARE CAPITAL Common stock Common stock: 180,000,000 authorized; $0.001 par value. As of September 30, 2021 and December 31, 2020, there were 11,839,304 and 11,275,788 shares of common stock issued outstanding Reverse Share Split During September 2021, the total number of shares of common stock authorized by the Company was reduced from 900,000,000 shares of common stock, par $0.001, to 180,000,000 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 five five 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 five five 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 this Form 10-Q. Acquisition shares 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 (237,226 shares of common stock). In addition, the Company placed into escrow 94,891 shares of the Company’s common stock with a value of $650,000. The common stock is subject to a 12-month Share issuance In June 2020, in connection with common stock purchase agreements, the Company issued 156,032 shares of common stock at a deemed value of $4.00 per share to certain employees, directors and third parties. Convertible debt During the nine months ended September 30, 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 13,384 common stock. Stock options On December 10, 2020, our 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”). As of September 30, 2021, an aggregate of 1,183,930 shares of common stock (10% of the issued and outstanding shares of common stock) were available for issuance under the Amended Stock Option Plan. Of this amount, stock options in respect of 1,014,100 shares are outstanding as of September 30, 2021. Options under the Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board of Directors. 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 748,600 $ 5.25 4.00 Options granted 348,000 5.33 Options exercised (3,000) 6.40 Options canceled / expired (79,500) 5.96 Balance at September 30, 2021 1,014,100 5.16 3.62 $ 2,670 Vested and exercisable at September 30, 2021 636,008 4.93 3.39 $ 1,894 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at September 30, 2021: 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 200,000 3.90 $ 0.25 200,000 $ 0.25 12,000 1.07 $ 14.00 12,000 $ 14.00 15,000 6.30 $ 9.00 15,000 $ 9.00 85,000 2.00 $ 9.00 73,667 $ 9.00 146,800 2.30 $ 7.80 127,227 $ 7.80 81,300 3.01 $ 6.40 48,780 $ 6.40 40,000 3.91 $ 4.50 18,667 $ 4.50 93,000 4.20 $ 4.85 31,000 $ 4.85 311,000 4.34 $ 5.30 103,667 $ 5.30 30,000 4.54 $ 5.60 6,000 $ 5.60 1,014,100 3.62 $ 5.16 636,008 $ 4.93 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 nine months ended September 30, 2021: Nine Months Ended September 30, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 % 3.0 % Dividend yield — % — % Expected volatility 91 % 107 % Stock-based compensation expense for the three months ended September 30, 2021 and 2020 was $210 thousand and $88 thousand, respectively, and $818 thousand and $456 thousand for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was approximately $925 thousand of total unrecognized compensation cost related to 378,092 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 2.2 years. Warrants As of September 30, 2021 and December 31, 2020, there were 3,940,006 and 3,665,006 warrants outstanding, respectively. Number of Warrants outstanding Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at September 30, 2021 3,940,006 |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
LOSS PER SHARE | |
LOSS PER SHARE | 6. LOSS PER SHARE The following table sets forth the computation of basic and fully diluted loss per share for the three and months ended September 30, 2021 and 2020 (stated in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common stock outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Basic income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common shares outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Dilutive effect of stock options and warrants 3,886,071 — — — Dilutive weighted average common stock outstanding 15,724,103 6,988,058 11,528,371 6,968,728 Diluted income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the treasury stock method to calculate the weighted average number of shares of common stock and, if dilutive, potential shares of common stock outstanding during the period. Potential dilutive shares of common stock include incremental shares of common stock 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, exercisable, to purchase 227,893 shares of common stock and warrants to purchase 462,068 shares of common stock were outstanding at September 30, 2021 that were not included in the computation of diluted weighted average common stock outstanding because their effect would have been anti-dilutive. |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2021 | |
ACQUISITION | |
ACQUISITION | 7. ACQUISITION 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 237,226 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 94,891 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 Registrant 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 initial accounting for the acquisition of Sentry is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets. In addition, the Company is in the process of reviewing the applicable future cash flows used in determining the purchase accounting. As a result, the amounts recorded in the consolidated financial statements related to the Sentry acquisition are preliminary and the measurement period remains open. The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (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 Preliminary Goodwill $ 1,591 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 8. 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. Performance share compensation As part of a reverse takeover transaction (“RTO”) during 2016, the Company entered into a one-time stock grant agreement with two executives which defines a bonus share threshold as follows: should the Company meet or exceed a 2017 fiscal year EBITDA threshold of Cdn$7,500, the Company would issue 1,200,000 shares of common stock of the surviving issuer at the trailing 30-day average closing price. See the Company’s annual report for the year ended December 31, 2020 filed on March 30, 2021 for additional discussion. During the year ended December 31, 2020, the Company settled 1,000,000 performance shares resulting from the issuance of 1,000,000 shares of common stock. During the first half of 2021, the Company settled the remaining 200,000 performance shares. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On October 1, 2021, the Company granted 197,000 stock options to certain officers and employees. On November 15, 2021, the Company announced that it has closed a brokered private placement of approximately 900,000 shares of the Company at an issue price of $5.25 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 are expected to participated in a subsequent offering to settle approximately $700 thousand of compensation at a market price to be determined in accordance with Nasdaq listing requirements following the end of the Company’s trading blackout in accordance with the Company’s insider trading policy. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
LEASES | |
Schedule of right of use assets | The condensed consolidated balance sheets include the following amounts for right of use (“ROU”) assets as of September 30, 2021 and December 31, 2020 (stated in thousands): September 30, December 31, 2021 2020 Operating $ — $ 124 Finance 877 608 Total $ 877 $ 732 |
Schedule of components of lease cost | The following are the components of lease cost for operating and finance leases (stated in thousands): Nine Months Ended September 30, 2021 2020 Lease cost: Operating leases $ 227 $ 159 Finance leases: Amortization of ROU assets 372 398 Interest on lease liabilities 69 60 Total finance lease cost 441 458 Total lease cost $ 668 $ 617 |
Schedule of weighted average lease terms and discount rates for operating and finance leases | As of As of September 30, 2021 December 31, 2020 Weighted average remaining lease term (years): Operating leases — 0.5 Finance leases 3.1 3.3 Weighted average discount rate: Operating leases — 6.9 Finance leases 8.1 7.9 |
Schedule of future minimum lease payments and related lease liabilities of operating leases | Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 |
Schedule of future minimum lease payments and related lease liabilities of financing leases | Future minimum lease payments and related lease liabilities as of September 30, 2021 were as follows (stated in thousands): Total Operating Finance Lease Leases Leases Liabilities Remainder 2021 $ — $ 167 $ 167 2022 — 620 620 2023 — 306 306 2024 — 239 239 2025 — 148 148 Thereafter — 23 23 Total lease payments — 1,503 1,503 Less: imputed interest — (174) (174) Present value of lease liabilities — 1,329 1,329 Less: current portion of lease liabilities — 579 579 Noncurrent lease liabilities $ — $ 750 $ 750 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
DEBT | |
Summary of debt obligations | September 30, December 31, 2021 2020 Central Bank line of credit $ — $ 1,978 Central Bank promissory note — 2,122 PPP promissory note 1,665 — Total 1,665 4,100 Face value of convertible debenture 3,450 3,450 Less: principal converted to common shares (60) — Less: deemed fair value ascribed to conversion feature and warrants (1,523) (1,523) Plus: accretion of implied interest 610 324 Total convertible debt 2,477 2,251 Face value of Centurion debenture 8,000 — Less: deemed fair value ascribed to warrants (1,204) — Plus: accretion of implied interest 100 — Less: net debt issuance costs (587) — Total Centurion debt 6,309 — Total debt 10,451 6,351 Less: current portion of debt — (4,100) Long-term debt $ 10,451 $ 2,251 |
Schedule of future minimum principal payments | As of September 30, 2021, future minimum principal payments are summarized as follows (stated in thousands): PPP Convertible Bank Loan Debt Indebtedness Remainder 2021 $ — $ — $ — 2022 — — — 2023 — 965 — 2024 — 2,425 — 2025 — — 8,000 2026 1,665 — — Total 1,665 3,390 8,000 Less: fair value ascribed to conversion feature and warrants — (1,523) (1,204) Plus: accretion and implied interest — 610 100 Less: net debt issuance costs — — (587) $ 1,665 $ 2,477 $ 6,309 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SHARE CAPITAL | |
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 748,600 $ 5.25 4.00 Options granted 348,000 5.33 Options exercised (3,000) 6.40 Options canceled / expired (79,500) 5.96 Balance at September 30, 2021 1,014,100 5.16 3.62 $ 2,670 Vested and exercisable at September 30, 2021 636,008 4.93 3.39 $ 1,894 |
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 200,000 3.90 $ 0.25 200,000 $ 0.25 12,000 1.07 $ 14.00 12,000 $ 14.00 15,000 6.30 $ 9.00 15,000 $ 9.00 85,000 2.00 $ 9.00 73,667 $ 9.00 146,800 2.30 $ 7.80 127,227 $ 7.80 81,300 3.01 $ 6.40 48,780 $ 6.40 40,000 3.91 $ 4.50 18,667 $ 4.50 93,000 4.20 $ 4.85 31,000 $ 4.85 311,000 4.34 $ 5.30 103,667 $ 5.30 30,000 4.54 $ 5.60 6,000 $ 5.60 1,014,100 3.62 $ 5.16 636,008 $ 4.93 |
Schedule of assumptions were used to determine fair value of the awards | Nine Months Ended September 30, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 % 3.0 % Dividend yield — % — % Expected volatility 91 % 107 % |
Schedule of warrants | Number of Warrants outstanding Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at September 30, 2021 3,940,006 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
LOSS PER SHARE | |
Schedule of computation of basic and fully diluted loss per common share | The following table sets forth the computation of basic and fully diluted loss per share for the three and months ended September 30, 2021 and 2020 (stated in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common stock outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Basic income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) Net income (loss) $ 91 $ (977) $ (2,447) $ (14,711) Basic weighted average common shares outstanding 11,838,032 6,988,058 11,528,371 6,968,728 Dilutive effect of stock options and warrants 3,886,071 — — — Dilutive weighted average common stock outstanding 15,724,103 6,988,058 11,528,371 6,968,728 Diluted income (loss) per share $ 0.01 $ (0.14) $ (0.21) $ (2.11) |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ACQUISITION | |
Schedule of assets acquired and liabilities assumed | 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 Preliminary Goodwill $ 1,591 |
NATURE OF OPERATIONS - Narrativ
NATURE OF OPERATIONS - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021subsidiarysegment | |
NATURE OF OPERATIONS | |
Number of indirect wholly-owned subsidiaries | subsidiary | 2 |
Number of operating segments | segment | 1 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
BASIS OF PRESENTATION | |||
Stockholders' Equity, Reverse Stock Split | During September 2021, the Company effectuated a five-for-one reverse stock split. All share, stock option and warrant information has been retroactively adjusted to reflect the stock split. See Note 5 for additional discussion. | ||
Reverse stock split ratio | 0.2 | 0.2 |
LEASES - (Details)
LEASES - (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of operating lease sub leases | item | 2 | |
Operating lease right of use asset | $ 124 | |
Finance lease right of use asset | $ 877 | 608 |
Total right of use asset | 877 | 732 |
Accumulated amortization of finance lease assets | $ 1,800 | $ 1,300 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Rate of interest for finance lease | 6.50% | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Rate of interest for finance lease | 12.20% |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lease cost: | ||
Operating leases | $ 227 | $ 159 |
Amortization of ROU assets | 372 | 398 |
Interest on lease liabilities | 69 | 60 |
Total finance lease cost | 441 | 458 |
Total lease cost | $ 668 | $ 617 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
LEASES | ||
Weighted average remaining lease term: Operating leases (in years) | 0 years | 6 months |
Weighted average remaining lease term: Financing leases (in years) | 3 years 1 month 6 days | 3 years 3 months 18 days |
Weighted average discount rate: Operating leases (as a percent) | 6.90% | |
Weighted average discount rate: Financing leases (as a percent) | 8.10% | 7.90% |
ROU assets acquired in exchange for finance lease liabilities | $ 431 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Finance Leases | |
Remainder 2021 | $ 167 |
2022 | 620 |
2023 | 306 |
2024 | 239 |
2025 | 148 |
Thereafter | 23 |
Total lease payments | 1,503 |
Less: imputed interest | (174) |
Present value of lease liabilities | 1,329 |
Less: current portion of lease liabilities | 579 |
Noncurrent lease liabilities | 750 |
Total Lease Liabilities | |
Remainder 2021 | 167 |
2022 | 620 |
2023 | 306 |
2024 | 239 |
2025 | 148 |
Thereafter | 23 |
Total lease payments | 1,503 |
Less: imputed interest | (174) |
Present value of lease liabilities | 1,329 |
Less: current portion of lease liabilities | 579 |
Noncurrent lease liabilities | $ 750 |
DEBT - Debt Obligations (Detail
DEBT - Debt Obligations (Details) $ / shares in Units, $ in Thousands | Jun. 10, 2021USD ($)D | Jul. 31, 2021 | Sep. 30, 2021USD ($) | Jun. 09, 2021$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt | ||||||
Total debt | $ 10,451 | $ 6,351 | ||||
Less: Current portion | (4,100) | |||||
Long-term debt | 10,451 | 2,251 | ||||
Commitment fee (in percent) | 2.25% | |||||
Commitment fee | $ 248 | |||||
Common share purchase warrants | shares | 275,000 | |||||
Shares per warrant | shares | 1 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 7.55 | |||||
Term of warrants | 48 months | |||||
Central Bank line of credit | ||||||
Debt | ||||||
Total | 1,978 | |||||
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 | 25.00% | |||||
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 | 1,665 | 4,100 | ||||
Central Bank promissory note | ||||||
Debt | ||||||
Total | 2,122 | |||||
PPP promissory note | ||||||
Debt | ||||||
Total | 1,665 | |||||
Face amount | $ 1,700 | |||||
Convertible debenture | ||||||
Debt | ||||||
Less: principal converted to common shares | (60) | |||||
Less: deemed fair value ascribed to conversion feature and warrants | 1,523 | 1,523 | ||||
Plus: accretion of implied interest | 610 | 324 | ||||
Total | 2,477 | 2,251 | ||||
Face amount | 3,450 | $ 3,450 | ||||
Centurion debenture | ||||||
Debt | ||||||
Less: deemed fair value ascribed to conversion feature and warrants | (1,204) | |||||
Plus: accretion of implied interest | 100 | |||||
Less: net debt issuance costs | (587) | |||||
Total | 8,000 | |||||
Total debt | $ 6,309 | |||||
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 | 3.00% | |||||
Royal Bank of Canada Prime Rate | Debenture with Maturity Date of June 9, 2025 | ||||||
Debt | ||||||
Variable rate | 7.05% |
DEBT - Future Minimum Principal
DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 10,451 | $ 6,351 |
PPP Loan | ||
Debt Instrument [Line Items] | ||
2026 | 1,665 | |
Total | 1,665 | |
Total debt | 1,665 | |
Bank Indebtedness | ||
Debt Instrument [Line Items] | ||
2023 | 965 | |
2024 | 2,425 | |
Total | 3,390 | |
Less: deemed fair value ascribed to conversion feature and warrants | (1,523) | |
Plus: accretion of implied interest | 610 | |
Total debt | 2,477 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
2025 | 8,000 | |
Total | 8,000 | |
Less: deemed fair value ascribed to conversion feature and warrants | (1,204) | |
Plus: accretion of implied interest | 100 | |
Less: net debt issuance costs | (587) | |
Total debt | $ 6,309 |
SHARE CAPITAL - Narrative (Deta
SHARE CAPITAL - Narrative (Details) | Apr. 30, 2021USD ($)shares | Sep. 30, 2021$ / sharesshares | Sep. 30, 2020shares | Jun. 30, 2020$ / sharesshares | Sep. 30, 2021$ / sharesshares | Sep. 30, 2020USD ($) | Aug. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | 900,000,000 | 180,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 11,839,304 | 11,839,304 | 11,275,788 | |||||
Common stock, shares outstanding | 11,839,304 | 11,839,304 | 11,275,788 | |||||
Reverse stock split ratio | 0.2 | 0.2 | ||||||
Fractional shares issued | 0 | |||||||
Shares issued | 156,032 | |||||||
Share price | $ / shares | $ 4 | |||||||
Outstanding principal | $ | $ 60,000,000 | |||||||
Shares issued on conversion of debt | 13,384 | |||||||
Sentry Neuromonitoring, LLC | ||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||||||
Value of common stock issuable | $ | $ 1,625,000 | |||||||
Common stock issuable | 237,226 | |||||||
Held in escrow, Value | $ | $ 650,000 | |||||||
Held in escrow, Shares | 94,891 | |||||||
Common stock lock up period | 12 months |
SHARE CAPITAL - Stock Options (
SHARE CAPITAL - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Share Capital | |||
Shares issued | 156,032 | ||
Stock options | |||
Share Capital | |||
Shares available for issuance | 1,183,930 | ||
Maximum percentage | 10.00% | ||
Shares issued | 1,014,100 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options at beginning of period (in shares) | 748,600 | ||
Options granted (in shares) | 348,000 | ||
Options exercised (in shares) | (3,000) | ||
Options canceled / expired (in shares) | (79,500) | ||
Options at end of period (in shares) | 1,014,100 | 748,600 | |
Options vested and exercisable as at end of the period | 636,008 | ||
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) | $ 5.25 | ||
Options granted (in dollars per share) | 5.33 | ||
Options exercised (in dollars per share) | 6.40 | ||
Options canceled / expired (in dollars per share) | 5.96 | ||
Exercise Price at end of period (in dollars per share) | 5.16 | $ 5.25 | |
Exercise Price vested and exercisable (in dollars per share) | $ 4.93 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average Remaining life (in years) | 3 years 7 months 13 days | 4 years | |
Weighted Average Remaining life vested and exercisable (in years) | 3 years 4 months 20 days | ||
Aggregate Intrinsic Value | $ 2,670 | ||
Aggregate Intrinsic Value vested and exercisable | $ 1,894 |
SHARE CAPITAL - Stock Options O
SHARE CAPITAL - Stock Options Outstanding and Exercisable (Details) - Stock options - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 1,014,100 | 748,600 |
Weighted Average Remaining life (in years) | 3 years 7 months 13 days | 4 years |
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.16 | $ 5.25 |
Number Exercisable (in shares) | 636,008 | |
Exercise Price exercisable (in dollars per share) | $ 4.93 | |
Range One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 200,000 | |
Weighted Average Remaining life (in years) | 3 years 10 months 24 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 0.25 | |
Number Exercisable (in shares) | 200,000 | |
Exercise Price exercisable (in dollars per share) | $ 0.25 | |
Range Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 12,000 | |
Weighted Average Remaining life (in years) | 1 year 25 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 14 | |
Number Exercisable (in shares) | 12,000 | |
Exercise Price exercisable (in dollars per share) | $ 14 | |
Range Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 15,000 | |
Weighted Average Remaining life (in years) | 6 years 3 months 18 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | |
Number Exercisable (in shares) | 15,000 | |
Exercise Price exercisable (in dollars per share) | $ 9 | |
Range Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 85,000 | |
Weighted Average Remaining life (in years) | 2 years | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 9 | |
Number Exercisable (in shares) | 73,667 | |
Exercise Price exercisable (in dollars per share) | $ 9 | |
Range Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 146,800 | |
Weighted Average Remaining life (in years) | 2 years 3 months 18 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 7.80 | |
Number Exercisable (in shares) | 127,227 | |
Exercise Price exercisable (in dollars per share) | $ 7.80 | |
Range Six [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 81,300 | |
Weighted Average Remaining life (in years) | 3 years 3 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 6.40 | |
Number Exercisable (in shares) | 48,780 | |
Exercise Price exercisable (in dollars per share) | $ 6.40 | |
Range Seven [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 40,000 | |
Weighted Average Remaining life (in years) | 3 years 10 months 28 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.50 | |
Number Exercisable (in shares) | 18,667 | |
Exercise Price exercisable (in dollars per share) | $ 4.50 | |
Range Eight [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 93,000 | |
Weighted Average Remaining life (in years) | 4 years 2 months 12 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 4.85 | |
Number Exercisable (in shares) | 31,000 | |
Exercise Price exercisable (in dollars per share) | $ 4.85 | |
Range Nine [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 311,000 | |
Weighted Average Remaining life (in years) | 4 years 4 months 2 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.30 | |
Number Exercisable (in shares) | 103,667 | |
Exercise Price exercisable (in dollars per share) | $ 5.30 | |
Range Ten [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding (in shares) | 30,000 | |
Weighted Average Remaining life (in years) | 4 years 6 months 14 days | |
Weighted average exercise price of options outstanding (in dollars per share) | $ 5.60 | |
Number Exercisable (in shares) | 6,000 | |
Exercise Price exercisable (in dollars per share) | $ 5.60 |
SHARE CAPITAL - Assumptions Use
SHARE CAPITAL - Assumptions Used (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
SHARE CAPITAL | ||
Expected life (in years) | 5 years | 5 years |
Risk-free interest rate | 0.40% | 3.00% |
Expected volatility | 91.00% | 107.00% |
SHARE CAPITAL - Stock-based Com
SHARE CAPITAL - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
SHARE CAPITAL | ||||
Stock-based compensation expense recognized | $ 210 | $ 88 | $ 818 | $ 456 |
Unrecognized compensation cost | $ 925 | $ 925 | ||
Unvested stock options (in shares) | 378,092 | 378,092 | ||
Weighted-average remaining vesting period | 2 years 2 months 12 days |
SHARE CAPITAL - Warrants (Detai
SHARE CAPITAL - Warrants (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
SHARE CAPITAL | |
Balance at Beginning of period (in shares) | 3,665,006 |
Debenture, warrants issued (Note 4) | 275,000 |
Balance at End of period (in shares) | 3,940,006 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) | $ 91 | $ (977) | $ (2,447) | $ (14,711) |
Basic weighted average common stock outstanding | 11,838,032 | 6,988,058 | 11,528,371 | 6,968,728 |
Basic income (loss) per share | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) |
Dilutive effect of stock options and warrants | 3,886,071 | |||
Dilutive weighted average common stock outstanding | 15,724,103 | 6,988,058 | 11,528,371 | 6,968,728 |
Diluted income (loss) per share | $ 0.01 | $ (0.14) | $ (0.21) | $ (2.11) |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 227,893 | |||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average common shares | 462,068 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) - Sentry Neuromonitoring, LLC | Apr. 30, 2021USD ($)installmentitemshares | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | ||
Cash consideration | $ 1,125,000 | |
Cash consideration, at closing | 153,125 | |
Cash consideration, within 30 days | 153,125 | |
Cash consideration, in thirty-six equal monthly installments (including interest) | $ 818,750 | |
Number of monthly installments | installment | 36 | |
Value of common stock issuable | $ 1,625,000 | |
Common stock issuable | shares | 237,226 | |
Held in escrow, Value | $ 650,000 | |
Held in escrow, Shares | shares | 94,891 | |
Common stock lock up period | 12 months | |
Receivable bonus payable | $ 250,000,000 | |
Threshold amount in account receivable to pay receivable bonus | $ 3,000,001,000 | |
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 | |
Kenneth Sly | ||
Business Acquisition [Line Items] | ||
Founders bonus payable | $ 50,000 | |
Maximum | ||
Business Acquisition [Line Items] | ||
Reimbursement of expenses to seller | $ 50,000 |
ACQUISITION - Assets Acquired (
ACQUISITION - Assets Acquired (Details) - USD ($) | Apr. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities assumed: | |||
Preliminary Goodwill | $ 4,448,000 | $ 2,857,000 | |
Sentry Neuromonitoring, LLC | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,125,000 | ||
Common stock, at fair value | 2,275,000 | ||
Total consideration | 3,400,000 | ||
Assets acquired: | |||
Cash | 51,000 | ||
Accounts receivable | 2,000,000 | ||
Right of use assets | 131,000 | ||
Total assets acquired | 2,182,000 | ||
Liabilities assumed: | |||
Accounts payable and accrued liabilities | 242,000 | ||
Lease liability | 131,000 | ||
Total liabilities assumed | 373,000 | ||
Preliminary Goodwill | $ 1,591,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | Nov. 08, 2016CAD ($)itemshares | Jun. 30, 2020shares | Jun. 30, 2021shares | Dec. 31, 2020shares |
Commitments and Contingencies | ||||
Shares issued | 156,032 | |||
Performance Shares | ||||
Commitments and Contingencies | ||||
Number of executives | item | 2 | |||
EBITDA threshold | $ | $ 7,500 | |||
Shares issued | 1,200,000 | 1,000,000 | ||
Trailing days for average closing price | 30 days | |||
Number of performances shares settled | 200,000 | 1,000,000 |
SUBSEQUENT EVENTS (Detail)
SUBSEQUENT EVENTS (Detail) - USD ($) | Nov. 15, 2021 | Oct. 01, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Common share issuance | $ 102,000 | $ 832,000 | $ 102,000 | ||
Subsequent Events | |||||
Options granted (in shares) | 197,000 | ||||
Stock based compensation settlement approximate amount | $ 700,000 | ||||
Private Placements | Subsequent Events | |||||
Sale of Stock, Price Per Share | $ 5.25 | ||||
Common share issuance | $ 900,000 | ||||
Proceeds from Issuance of Private Placement | $ 4,750,000 |