Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 16, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | ENVOY MEDICAL, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 19,549,982 | |
Amendment Flag | false | |
Entity Central Index Key | 0001840877 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40133 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1369123 | |
Entity Address, Address Line One | 4875 White Bear Parkway | |
Entity Address, City or Town | White Bear Lake | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55110 | |
City Area Code | (877) | |
Local Phone Number | 900-3277 | |
Entity Interactive Data Current | Yes | |
Class A common stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | COCH | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | COCHW | |
Title of 12(b) Security | Redeemable Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 7,440 | $ 183 |
Restricted cash - dividends | 5,400 | |
Restricted cash - other | 4,000 | |
Accounts receivable, net | 109 | 41 |
Other receivable | 1,000 | |
Inventories | 1,397 | 1,295 |
Prepaid expenses and other current assets | 997 | 129 |
Forward purchase agreement assets | 2,386 | |
Total current assets | 22,729 | 1,648 |
Property and equipment, net | 378 | 331 |
Total assets | 23,601 | 2,556 |
Current liabilities: | ||
Accounts payable | 3,381 | 1,003 |
Accrued expenses | 4,052 | 608 |
Convertible notes payable, current portion (related party) | 448 | |
Product warranty liability, current portion | 228 | 335 |
Forward purchase agreement warrant liability | 1,793 | |
Total current liabilities | 13,603 | 2,519 |
Convertible notes payable, net of current portion (related party) | 33,397 | |
Product warranty liability, net of current portion | 2,025 | 2,143 |
Warrant liability | 1,274 | |
Warrant liability (related party) | 127 | |
Total liabilities | 17,342 | 38,751 |
Stockholders’ equity (deficit): | ||
Additional paid-in capital | 257,385 | 189,904 |
Accumulated deficit | (251,012) | (225,985) |
Accumulated other comprehensive loss | (116) | (115) |
Total stockholders’ equity (deficit) | 6,259 | (36,195) |
Total liabilities and stockholders’ equity (deficit) | 23,601 | 2,556 |
Series A Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Series A Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized as of September 30, 2023, and December 31, 2022, respectively; 4,500,000 and zero shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | ||
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Class A Common stock, $0.0001 par value; 400,000,000 shares and 232,000,000 shares authorized as of September 30, 2023, and December 31, 2022, respectively; 19,549,982 and 10,122,581 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | 2 | 1 |
Related Party | ||
Current assets: | ||
Operating lease right-of-use assets (related party) | 494 | 577 |
Current liabilities: | ||
Payable to related party | 4,000 | |
Convertible notes payable, current portion (related party) | 448 | |
Operating lease liability, current portion (related party) | 149 | 125 |
Convertible notes payable, net of current portion (related party) | 33,397 | |
Operating lease liabilities, net of current portion (related party) | 440 | 565 |
Warrant liability (related party) | $ 127 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 4,500,000 | 0 |
Preferred stock, shares outstanding | 4,500,000 | 0 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 232,000,000 |
Common stock, shares issued | 19,549,982 | 10,122,581 |
Common stock, shares outstanding | 19,549,982 | 10,122,581 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 80 | $ 57 | $ 221 | $ 217 |
Costs and operating expenses: | ||||
Cost of goods sold | 189 | 106 | 555 | 347 |
Research and development | 1,850 | 935 | 5,901 | 3,532 |
General and administrative | 1,426 | 812 | 5,401 | 2,138 |
Total costs and operating expenses | 3,465 | 1,853 | 11,857 | 6,017 |
Operating loss | (3,385) | (1,796) | (11,636) | (5,800) |
Other income (expense): | ||||
Gain (loss) from changes in fair value of convertible notes payable (related party) | 4,902 | 574 | (13,332) | 1,473 |
Other income (expense) | 46 | (117) | (59) | (119) |
Total other income (expense), net | 4,948 | 457 | (13,391) | 1,354 |
Net income (loss) | 1,563 | (1,339) | (25,027) | (4,446) |
Net income (loss) attributable to common stockholders, basic | 1,360 | (1,339) | (25,027) | (4,446) |
Net income (loss) attributable to common stockholders, diluted | $ 1,404 | $ (1,339) | $ (25,027) | $ (4,446) |
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share) | $ 0.13 | $ (0.13) | $ (2.46) | $ (0.44) |
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share) | $ 0.13 | $ (0.13) | $ (2.46) | $ (0.44) |
Weighted-average common stock outstanding, basic (in Shares) | 10,214,183 | 10,123,187 | 10,153,564 | 10,123,187 |
Weighted-average common stock outstanding, diluted (in Shares) | 11,215,068 | 10,123,187 | 10,153,564 | 10,123,187 |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | $ (1) | $ (3) | $ (1) | $ (3) |
Other comprehensive loss | (1) | (3) | (1) | (3) |
Comprehensive income (loss) | $ 1,562 | $ (1,342) | $ (25,028) | $ (4,449) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Redeemable Convertible Preferred Stock | Series A Preferred Stock | Class A Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2021 | $ 19,973 | $ 1,392 | $ 163,818 | $ (210,062) | $ (108) | $ (44,960) | |
Balance (in Shares) at Dec. 31, 2021 | 4,000,000 | 139,162,672 | |||||
Retrospective application of Merger | $ (19,973) | $ (1,391) | 21,364 | 19,973 | |||
Retrospective application of Merger (in Shares) | (4,000,000) | (129,039,485) | |||||
Adjusted Balances, beginning of period | $ 1 | 185,182 | (210,062) | (108) | (24,987) | ||
Adjusted Balances, beginning of period (in Shares) | 10,123,187 | ||||||
Deemed capital contribution from related party (Note 9) | 1,268 | 1,268 | |||||
Foreign currency translation adjustment | 2 | 2 | |||||
Net income (Loss) | (1,871) | (1,871) | |||||
Balance at Mar. 31, 2022 | $ 1 | 186,450 | (211,933) | (106) | (25,588) | ||
Balance (in Shares) at Mar. 31, 2022 | 10,123,187 | ||||||
Balance at Dec. 31, 2021 | $ 19,973 | $ 1,392 | 163,818 | (210,062) | (108) | (44,960) | |
Balance (in Shares) at Dec. 31, 2021 | 4,000,000 | 139,162,672 | |||||
Foreign currency translation adjustment | (3) | ||||||
Net income (Loss) | (4,446) | ||||||
Balance at Sep. 30, 2022 | $ 1 | 189,073 | (214,508) | (111) | (25,545) | ||
Balance (in Shares) at Sep. 30, 2022 | 10,123,187 | ||||||
Balance at Mar. 31, 2022 | $ 1 | 186,450 | (211,933) | (106) | (25,588) | ||
Balance (in Shares) at Mar. 31, 2022 | 10,123,187 | ||||||
Deemed capital contribution from related party (Note 9) | 645 | 645 | |||||
Foreign currency translation adjustment | (2) | (2) | |||||
Net income (Loss) | (1,236) | (1,236) | |||||
Balance at Jun. 30, 2022 | $ 1 | 187,095 | (213,169) | (108) | (26,181) | ||
Balance (in Shares) at Jun. 30, 2022 | 10,123,187 | ||||||
Deemed capital contribution from related party (Note 9) | 1,978 | 1,978 | |||||
Foreign currency translation adjustment | (3) | (3) | |||||
Net income (Loss) | (1,339) | (1,339) | |||||
Balance at Sep. 30, 2022 | $ 1 | 189,073 | (214,508) | (111) | (25,545) | ||
Balance (in Shares) at Sep. 30, 2022 | 10,123,187 | ||||||
Balance at Dec. 31, 2022 | $ 1 | 189,904 | (225,985) | (115) | (36,195) | ||
Balance (in Shares) at Dec. 31, 2022 | 10,122,581 | ||||||
Deemed capital contribution from related party (Note 9) | 1,952 | 1,952 | |||||
Foreign currency translation adjustment | 1 | 1 | |||||
Net income (Loss) | (13,253) | (13,253) | |||||
Balance at Mar. 31, 2023 | $ 1 | 191,856 | (239,238) | (114) | (47,495) | ||
Balance (in Shares) at Mar. 31, 2023 | 10,122,581 | ||||||
Balance at Dec. 31, 2022 | $ 1 | 189,904 | (225,985) | (115) | $ (36,195) | ||
Balance (in Shares) at Dec. 31, 2022 | 10,122,581 | ||||||
Merger, net of redemptions and transaction costs (Note 3) (in Shares) | 2,500,000 | ||||||
Foreign currency translation adjustment | $ (1) | ||||||
Net income (Loss) | (25,027) | ||||||
Balance at Sep. 30, 2023 | $ 2 | 257,385 | (251,012) | (116) | 6,259 | ||
Balance (in Shares) at Sep. 30, 2023 | 4,500,000 | 19,549,982 | |||||
Balance at Mar. 31, 2023 | $ 1 | 191,856 | (239,238) | (114) | (47,495) | ||
Balance (in Shares) at Mar. 31, 2023 | 10,122,581 | ||||||
Deemed capital contribution from related party (Note 9) | 15,714 | 15,714 | |||||
Foreign currency translation adjustment | (1) | (1) | |||||
Net income (Loss) | (13,337) | (13,337) | |||||
Balance at Jun. 30, 2023 | $ 1 | 207,570 | (252,575) | (115) | (45,119) | ||
Balance (in Shares) at Jun. 30, 2023 | 10,122,581 | ||||||
Deemed capital contribution from related party (Note 9) | 1,036 | 1,036 | |||||
Exchange of redeemable convertible preferred share for Class A Common stock in connection with Merger (Note 3) | |||||||
Conversion of Convertible Notes into Class A Common stock in connection with Merger (Note 3) | $ 1 | 27,493 | 27,494 | ||||
Conversion of Convertible Notes into Class A Common stock in connection with Merger (Note 3) (in Shares) | 4,874,707 | ||||||
Conversion of Envoy Bridge Note into Series A Preferred stock in connection with Merger (Note 3) | 10,982 | 10,982 | |||||
Conversion of Envoy Bridge Note into Series A Preferred stock in connection with Merger (Note 3) (in Shares) | 1,000,000 | ||||||
Preferred stock subscriptions (Note 3) | 2,000 | 2,000 | |||||
Net exercise of warrants (related party) (Note 10) | |||||||
Net exercise of warrants (related party) (Note 10) (in Shares) | 2,702 | ||||||
Merger, net of redemptions and transaction costs (Note 3) | (1,785) | (1,785) | |||||
Merger, net of redemptions and transaction costs (Note 3) (in Shares) | 2,500,000 | 4,115,874 | |||||
Meteora forward purchase agreement shares (Note 3) | 89 | 89 | |||||
Meteora forward purchase agreement shares (Note 3) (in Shares) | 434,118 | ||||||
Issuance of Series A Preferred Stock to PIPE Investors (Note 3) | 10,000 | 10,000 | |||||
Issuance of Series A Preferred Stock to PIPE Investors (Note 3) (in Shares) | 1,000,000 | ||||||
Foreign currency translation adjustment | (1) | (1) | |||||
Net income (Loss) | 1,563 | 1,563 | |||||
Balance at Sep. 30, 2023 | $ 2 | $ 257,385 | $ (251,012) | $ (116) | $ 6,259 | ||
Balance (in Shares) at Sep. 30, 2023 | 4,500,000 | 19,549,982 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (25,027) | $ (4,446) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 85 | 49 |
Change in fair value of convertible notes payable (related party) | 13,332 | (1,473) |
Change in fair value of warrant liability (related party) | 104 | 23 |
Gain on exercise and cancellation warrant liability (related party) | (231) | |
Change in operating lease right-of-use assets (related party) | 83 | 82 |
Increase in inventory reserve | (122) | (11) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (68) | (9) |
Inventories | 20 | (226) |
Prepaid expenses and other current assets | (868) | (37) |
Accounts payable | 2,378 | (241) |
Operating lease liabilities (related party) | (101) | 28 |
Accrued expenses | 694 | (104) |
Product warranty liability | (225) | (61) |
Payable to related party | 4,000 | |
Net cash used in operating activities | (5,946) | (6,426) |
Cash flows from investing activities | ||
Purchases of property and equipment | (132) | (177) |
Net cash used in investing activities | (132) | (177) |
Cash flows from financing activities | ||
Proceeds from the issuance of convertible notes payable (related party) | 10,000 | 6,000 |
Proceeds from the PIPE Transaction, the Forward Purchase Agreement, and the Business Combination, net of transaction costs | 11,736 | |
Proceeds from the additional Series A Preferred Shares subscription | 1,000 | |
Issuance of warrants (related party) | 92 | |
Net cash provided by financing activities | 22,736 | 6,092 |
Effect of exchange rate on cash, cash equivalents, and restricted cash | (1) | (1) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 16,657 | (512) |
Cash and restricted cash at beginning of period | 183 | 1,121 |
Cash and restricted cash at end of period | 16,840 | 609 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash investing and financing activity | ||
Deemed capital contribution from related party | 18,702 | 3,891 |
SPAC excise tax liability recognized upon the Business Combination | $ 2,248 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Nature of the Business and Basis of Presentation [Abstract] | |
NATURE OF THE BUSINESS AND BASIS OF PRESENTATION | 1. Nature of the Business and Basis of Presentation Envoy Medical, Inc. (“Envoy Medical” or the “Company”) is a hearing health company focused on providing innovative medical technologies across the hearing loss spectrum. Envoy Medical’s technologies are designed to shift the paradigm within the hearing industry and bring both providers and patients the hearing devices they desire. The Company’s first commercial product, the Esteem, is a fully implanted active middle ear hearing device. The Esteem was approved for sale in 2010 by the United States Food and Drug Administration (“FDA”). Envoy Medical believes the fully implanted Acclaim® Cochlear Implant is a first-of-its-kind cochlear implant. Envoy Medical’s fully implanted technology includes a sensor designed to leverage the natural anatomy of the ear instead of a microphone to capture sound. The Acclaim is designed to address severe to profound sensorineural hearing loss that is not adequately addressed by hearing aids. The Acclaim will only be indicated for adults who have been deemed adequate candidates by a qualified physician. The Acclaim Cochlear Implant received the Breakthrough Device Designation from the FDA in 2019. On September 29, 2023 (the “Closing Date”), a merger transaction between Envoy Medical Corporation (“Envoy”), Anzu Special Acquisition Corp I (“Anzu”) and Envoy Merger Sub, Inc., a directly, wholly owned subsidiary of Anzu (“Merger Sub”) was completed (the “Merger” or “Business Combination”, see Note 3) pursuant to the business combination agreement, dated as of April 17, 2023 (as amended, the “Business Combination Agreement”) . In connection with the closing of the Merger (the “Closing”), Merger Sub merged with Envoy, with Envoy surviving the merger as a wholly owned subsidiary of Anzu. In connection with the Closing, Anzu changed its name to Envoy Medical, Inc. The Company’s Class A common stock, par value $0.0001 per share (“New Envoy Class A Common Stock”), and the Company’s warrants commenced trading on the Nasdaq Stock Market LLC (“Nasdaq”) on October 2, 2023 under the symbols “COCH” and “COCHW,” respectively. On April 17, 2023, prior to entering into the Business Combination Agreement, Anzu and Envoy entered into an agreement (as amended to date, the “Forward Purchase Agreement” or “FPA”) with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC (“MSC” and, collectively with MSOF, MCP and MSTO, the “Sellers” or “Meteora parties”) for an over-the-counter equity prepaid forward transaction. Pursuant to the terms of the Forward Purchase Agreement, on the Closing Date, the Sellers purchased 425,606 shares of New Envoy Class A Common Stock (the “Recycled Shares”) directly from the redeeming stockholders of Anzu. Also on the Closing Date, the Company paid to the Sellers a prepayment amount of $4.5 million required under the Forward Purchase Agreement directly from the trust account and transferred to the Sellers 8,512 shares of New Envoy Class A Common Stock (the “Share Consideration”). In addition, pursuant to the subscription agreement, dated April 17, 2023 (as amended to date, the “Subscription Agreement”), by and between Anzu and Anzu SPAC GP I LLC (the “Sponsor”), the Company issued, and certain affiliates of the Sponsor purchased, concurrently with the Closing, an aggregate of 1,000,000 shares of the Company’s Series A preferred stock, par value $0.0001 per share (“Series A Preferred Stock”) in a private placement (the “PIPE Transaction”) at a price of $10.00 per share for an aggregate purchase price of $10 million. Pursuant to the convertible promissory note, dated April 17, 2023, between Envoy and GAT Funding, LLC (as amended to date, the “Envoy Bridge Note”), the Company issued 1,000,000 shares of the Company’s Series A Preferred Stock to GAT Funding, LLC in exchange for the conversion of the Envoy Bridge Note in full, concurrently with the Closing. The unaudited condensed consolidated financials include the accounts of Envoy Medical, Inc. and its wholly-owned subsidiaries Envoy Medical Corporation and Envoy Medical GmbH (Ansbach) (GmbH), which operates a sales office in Germany. All intercompany accounts and transactions have been eliminated in consolidation. Unaudited financial information The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, they do not include all information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that might be expected for the full year. As such, the information included in this report should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022, which is included in the Company’s final prospectus and definitive proxy statement, dated and filed with the SEC on September 14, 2023 (the “Proxy Statement/Prospectus”), which is accessible on the SEC’s website at www.sec.gov. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by U.S. GAAP. During the nine months ended September 30, 2023, there were no changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, which is included in the Proxy Statement/Prospectus. Revision of Prior Period Financial Statements of Envoy During its financial close process for the three and nine months ended September 30, 2023, the Company discovered an error in Envoy’s accounting for convertible notes payable (related party) as of June 30, 2023. The convertible notes payable (related party) consists of convertible notes issued between 2012 and 2022 (the “Convertible Notes”) and the Envoy Bridge Note. When calculating the fair value of the Convertible Notes as of June 30, 2023, Envoy used an incorrect input in the valuation model related to the Convertible Notes settlement value upon a Merger with a Special Purpose Acquisition Company (“SPAC”). Specifically, the Business Combination Agreement includes the assumed exchange ratio of Envoy common stock, par value $0.01 per share (“Envoy Common Stock”) to New Envoy Class A Common Stock. The Business Combination Agreement also contains a provision that removed the holders’ right to redeem the Convertible Notes for its full principal and interest value upon the Closing, and instead forced the holders to convert the Convertible Notes into shares of Envoy Common Stock at a conversion rate of $1.00 per share, prior to the exchange into New Envoy Class A Common Stock. This assumed exchange ratio, the value of underlying Company stock, and the removal of the loan holders’ redemption right was not included under the SPAC scenario in the valuation model used to calculate the fair value of Convertible Notes as of June 30, 2023. The initial calculation calculated a fair value of approximately $51.4 million whereas the updated calculation, calculated a fair value of approximately $36.8 million, which results in a difference of approximately $14.6 million. The unaudited condensed consolidated statements of stockholders’ equity (deficit) for the three months ended June 30, 2023, has been revised to treat the Convertible Notes amendment, as described above, as an extinguishment of debt with a related party. As such, the impact of the amendment has been recorded as an additional deemed capital contribution from a related party on the revised unaudited condensed consolidated financial statements. The revision resulted in a downward adjustment of previously reported convertible notes payable (related party) of $14.6 million and an upward adjustment of $14.7 million in additional paid-in capital on the condensed consolidated balance sheets and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) as of June 30, 2023, and an increase in the loss from change in the fair value of convertible notes payable (related party) of $91 thousand for the three and six months ended June 30, 2023 included in the Proxy Statement/Prospectus. The Company also reassessed the components of cost of goods sold and determined that the costs related to the Acclaim product development and manufacturing of research and development (“R&D”) prototype parts for testing, validations and clinical trials should be classified as R&D expenses. Accordingly, $0.3 million of expenses previously included in the cost of goods sold have been reclassified to research and development for the nine months ended September 30, 2023. This reclassification did not impact net income. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Going Concern Since inception, the Company has incurred cumulative losses from operations and has an accumulated deficit of $251.0 million at September 30, 2023. The Company has funded its operations and capital needs primarily through net proceeds from the issuances of convertible debt (see Note 9) and the sale of Envoy redeemable convertible preferred stock. In September 2023, the Company received $11.7 million proceeds from the Business Combination, Forward Purchase Agreement, and the PIPE Transaction, net of transaction costs. The Company had cash of $7.4 million as of September 30, 2023. Management believes that its existing cash balances combined with future capital raises, and cash receipts from product sales will be sufficient to fund ongoing operations through at least one year from the date the unaudited condensed consolidated financial statements are issued. However, there can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s cash balances and future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to reduce certain discretionary spending, be unable to develop new or enhanced production methods, or be unable to fund capital expenditures, which could have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include but are not limited to the useful lives of property and equipment, inventory reserves, warranty liability, the fair value of common stock, the fair value of convertible notes payable, the fair value of forward purchase agreement assets, the fair value of forward purchase agreement warrant liability, the fair value of warrants and the outcome of litigation. Estimates and assumptions are reviewed periodically and the effect of changes, if any, are reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Concentration of Credit Risk and Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable, net. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains its cash with financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. With respect to accounts receivable, the Company performs credit evaluations of its customers and does not require collateral. There have been no material losses on accounts receivable. There were no customers that accounted for 10.0% or more of sales for the nine months ended September 30, 2023 and September 30, 2022, respectively. There were no customers that accounted for 10.0% or more of the accounts receivable balance as of September 30, 2023 and December 31, 2022. Cash and Restricted Cash The Company maintains cash balances in bank accounts which, at times, may exceed federally insured limits. Restricted cash is cash the Company holds for specific reasons and is not available for immediate use. Fair Value Measurement The Company determines the fair value of financial assets and liabilities using the fair value hierarchy established in Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement ● Level 1 ● Level 2 ● Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company elected the fair value option for the convertible notes payable (related party) under ASC Topic 825, Financial Instruments, Derivative Financial Instruments The Company does not use der The Company accounts for its warrant liability in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. The warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company accounts for its Forward Purchase Agreement in accordance with ASC 815-40. Accordingly, the Company recognizes the forward purchase agreement asset and the forward purchase agreement warrant liability at fair value at each reporting period. The assets and liabilities are subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). Warrant Liability (Related Party) The Company classifies certain warrants issued to stockholders to purchase Envoy Common Stock (see Note 10) as a liability on its condensed consolidated balance sheets as these warrants are a free-standing financial instrument that may require the Company to transfer assets upon exercise. The warrant liability was initially recorded at fair value upon the date of issuance and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability are recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). Changes in the fair value of the warrant liability will continue to be recognized until the warrants are exercised, expire or qualify for equity classification. SPAC Excise Tax Liability The Company recognizes excise tax as an incremental cost to repurchase the treasury shares, with an offsetting tax liability recognized. The SPAC excise tax liability was recorded in accrued expenses in the Company’s condensed consolidated balance sheets. Revenue Recognition T he Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers ● Identify the contract with a customer ● Identify the performance obligations in the contract ● Determine the transaction price ● Allocate the transaction price to the performance obligations in the contract ● Recognize revenue when or as performance obligations are satisfied Revenue is recognized as performance obligations under the terms of a contract are satisfied, which generally occurs as control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be inc The Company primarily derives revenue from the sale of its hearing device products. Revenue from product sales is recognized upon transfer of control of the product to a customer, which occurs at a point in time, at the time the Company is notified the product has been implanted or used by the customer in a surgical procedure. The Company also sells extended warranty plans on a limited basis. Revenue from extended warranty plans is recognized ratably over time and is immaterial. Amounts received from a customer prior to fulfillment of the performance obligation are included as accrued expenses on the condensed consolidated balance sheets and are immaterial as of September 30, 2023 and December 31, 2022. The Company has elected to account for shipping and handling activities performed as activities to fulfill the promise to transfer the products, and therefore these activities are not assessed as a separate performance obligation to its customers. Revenue is measured as the amount of consideration the Company expects to receive, which is based on the invoiced price. The majority of the Company’s contracts have a single performance obligation and are short term in nature. The Company’s contracts do not include variable consideration. Payment terms differ by geography and customer, but payment is generally required within 30 days from the date of product utilization. The Company also offers extended payment plans on a limited basis. Amounts due to the Company under payment plans that extend beyond 12 months are immaterial as of September 30, 2023 and December 31, 2022, therefore the Company does not adjust the promised amount of consideration for the effects of a significant financing component. Segments Operating segments are identified as components of enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding resource allocation and assessing performance. The Company has determined that its CODM is its Chief Executive Officer. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making decisions, allocating resources and evaluating performance. Consequently, the Company has determined it operates in one operating and reportable segment. Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments Other than the item noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that have a significant impact, or potential significant impact, to our unaudited condensed consolidated financial statements. |
Merger
Merger | 9 Months Ended |
Sep. 30, 2023 | |
Merger [Abstract] | |
Merger | 3. Merger As discussed in Note 1 – Nature of the Business and Basis of Presentation, ger. Upon the Closing, the following occurred: ● Each share of Envoy Common Stock immediately prior to the Business Combination was automatically cancelled and converted into the right to receive 0.063603 shares of New Envoy Class A Common Stock resulting in the issuance of 14,999,990 shares of New Envoy Class A Common Stock; o Each share of outstanding Envoy Common Stock, which totaled 139,153,144 was cancelled and converted into 8,850,52 o Each outstanding warrant to purchase Envoy Common Stock, depending on the applicable exercise price, was automatically cancelled or exercised on a net exercise basis and converted into 2,702 shares of New Envoy Class A Common Stock. o The Convertible Notes were automatically converted into 4,874,707 shares of New Envoy Class A Common Stock. o Each share of Envoy redeemable convertible preferred stock, par value $0.01 per share, issued and outstanding immediately prior to the Closing (“Envoy Preferred Stock”), which totaled 4,000,000 shares, were con verted into 20,000,000 shares of Envoy Common Stock and subsequently exchanged for 1,272,055 shares of New Envoy Class A Common Stock. ● Each outstanding option to purchase shares of Envoy Common Stock outstanding as of immediately prior to the Business Combination was cancelled in exchange for nominal consideration; ● Each share of Merger Sub’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Business Combination was converted into and exchanged for one share of New Envoy Class A Common Stock; ● The Sponsor forfeited 5,510,000 shares of Anzu’s Class B common stock, par value $0.0001 per share (“Anzu Class B Common Stock”), and all 12,500,000 private placement warrants pursuant to the Sponsor Support Agreement; ● All of Anzu’s outstanding 14,166,666 public placement warrants were exchanged for warrants each exercisable for a share of New Envoy Class A Common Stock at a price of $11.50 per share; ● The Sponsor exchanged 2,500,000 shares of Anzu Class B Common Stock for 2,500,000 shares of Series A Preferred Stock pursuant to the sponsor support and forfeiture agreement dated April 17, 2023 by and between Anzu, Envoy and the Sponsor, as amended or modified from time to time (the “Sponsor Support Agreement”); ● An aggregate of 2,615,000 shares of Anzu Class B Common Stock held by the Sponsor and Anzu’s former independent directors automatically converted into an equal number of shares of New Envoy Class A Common Stock; ● Pursuant to the legacy forward purchase agreements and the extension support agreements of Anzu, the Sponsor transferred an aggregate of 490,000 shares of New Envoy Class A Common Stock to the parties to the legacy forward purchase agreements and the extension support agreements; ● The Company issued an aggregate of 8,512 shares of New Envoy Class A Common Stock as Share Consideration pursuant to the Forward Purchase Agreement. ● The Sellers in its sole discretion may request warrants of the Company exercisable for shares of New Envoy Class A Common Stock (the “Shortfall Warrants”) in an amount equal to 3,874,394 based on the terms of Forward Purchase Agreement. ● The Company issued, and certain affiliates of the Sponsor purchased, concurrently with the Closing, an aggregate of 1,000,000 shares of Series A Preferred Stock in the PIPE Transaction at a price of $10.00 per share for an aggregate purchase price of $10 million. ● Pursuant to the Envoy Bridge Note, the Company issued 1,000,000 shares of Series A Preferred Stock to GAT Funding, LLC concurrently with the Closing. ● Pursuant to the Subscription Agreement and the Envoy Bridge Note, the Sponsor and GAT Funding, LLC each contributed additional $1.0 million as capital contribution to subscribe for 100,000 additional shares of Series A Preferred Stock to be issued at a price of $10.00 per share in order to meet the net tangible assets requirement under the Business Combination Agreement. The proceeds received by the Company from the Merger, the PIPE Transaction, and the Forward Purchase Agreement, net of transaction costs, totaled $11.7 million. The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Anzu was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as The following table presents the total shares of New Envoy Class A Common Stock and Series A Preferred Stock outstanding immediately after the Closing: Class A Common Stock Number of Exchange of Anzu Class A Common Stock subject to possible redemption that was not redeemed for New Envoy Class A Common Stock 1,500,874 Conversion of Anzu Class B Common Stock held by the Sponsor and Anzu’s former independent director into New Envoy Class A Common Stock* 2,615,000 Subtotal - Merger, net of redemptions 4,115,874 Exchange of Envoy Common Stock for New Envoy Class A Common Stock 8,850,526 Exchange of Envoy Preferred Stock for New Envoy Class A Common Stock 1,272,055 Conversion of Convertible Notes as of September 29, 2023 into New Envoy Class A Common Stock 4,874,707 Net exercise of Envoy Warrants 2,702 Issuance of share consideration to Meteora parties 8,512 Shares recycled by Meteora parties 425,606 19,549,982 * 1,000,000 shares of the New Envoy Class A Common Stock are unvested and subject to restrictions and forfeitures per the Sponsor Support Agreement. These shares will vest upon the FDA approval of Acclaim or upon a change of control of the Company (see Note 10) Series A Preferred Stock Number of Exchange of Anzu Class B Common Stock for Series A Preferred Stock 2,500,000 Issuance of Series A Preferred Stock in connection with the PIPE Transaction 1,000,000 Issuance of Series A Preferred Stock in connection with the conversion of the Envoy Bridge Note 1,000,000 4,500,000 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | 4. Fair Value Measurement The following tables provide information related to the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Forward purchase agreement assets $ - $ - $ 2,386 $ 2,386 $ - $ - $ 2,386 $ 2,386 Liabilities: Forward purchase agreement warrant liability $ - $ - $ 1,793 $ 1,793 Warrant liability 1,274 - - 1,274 $ 1,274 $ - $ 1,793 $ 3,067 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Convertible notes payable, net of current portion (related party) $ - $ - $ 33,397 $ 33,397 Convertible notes payable, current portion (related party) - - 448 448 Warrant liability (related party) - - 127 127 $ - $ - $ 33,972 $ 33,972 The fair values of the forward purchase agreement assets and the forward purchase agreement warrant liability were estimated using Monte Carlo Simulation models, which are Level 3 fair value measurement. The following table presents the quantitative information regarding Level 3 fair value measurements of the forward purchase agreement assets and forward purchase agreement warrant liability: September 30, Stock price $ 5.64 Initial exercise price 10.46 Remaining term (in years) 1.00 Risk-free rate 5.32 % The fair value of the Convertible Notes was based on a probability-weighted expected return model (“PWERM”), which is a Level 3 measurement. The valuation includes significant assumptions such as the discount rate, the fair value of the Company’s common stock, volatility, probability of the Convertible Notes being held to maturity, the probabilities of certain exit events, including a qualified financing, initial public offering or merger with a SPAC, and estimated recovery in the event of default. The significant inputs that were used in the valuation of the Convertible Notes are presented below (in thousands, except per share amounts): December 31, Share price $ 0.33 Discount rate 14.8 % Volatility 91.0 % Probability of qualified financing 5.0 % Probability of SPAC/IPO 25.0 % Probability of default 60.0 % Probability of held to maturity 10.0 % Recovery upon default (2012 and 2013 Convertible Notes) $ 10,000 Significant judgment is required in selecting the inputs. On December 31, 2022, an evaluation was performed to assess those inputs and general market conditions potentially affecting the fair value of the Convertible Notes. Should the probability of default increase or decrease by 5.0%, the fair value of the Convertible Notes on December 31, 2022 could decrease or increase by $2.6 million, respectively. Should the discount rate increase or decrease by 5.0%, the fair value of the Convertible Notes could decrease by $1.5 million or increase by $1.6 million, respectively. The fair value of the Convertible Notes is subject to variation should the expected future cash flows vary significantly from the estimates. Effective concurrently with the Merger, the outstanding balance of principal and accrued interest of the Convertible Notes was automatically converted into New Envoy Class A Common Stock and the outstanding balance of principal and accrued interest of the Envoy Bridge Note was converted into Series A Preferred Stock (see Note 3). As such, the Convertible Notes and Envoy Bridge Note were derecognized from the condensed consolidated balance sheet. Immediately prior to the Merger, the fair value of the Convertible Notes was calculated by the multiplying the amount of New Envoy Class A Common Stock the Convertible Notes converted into by the fair value of these shares. The fair value of the New Envoy Class A Common Stock was based on the listed prices for the shares, immediately prior to the Merger. Immediately prior to the Merger, the fair value of the Envoy Bridge Note was calculated by multiplying the amount of Series A Preferred Stock the Envoy Bridge Note converted into, by the fair value of these shares. The fair value of the Series A Preferred Stock was estimated using a Monte Carlo Simulation model, which is a Level 3 fair value measurement. The following table presents the quantitative information regarding Level 3 fair value measurements of the Series A Preferred Stock, which was valued at $10.98 per share. September 30, Underlying stock price 7.02 Exercise price 11.50 Expected term (in years) 10.00 Expected volatility 48.9 % The Company has classified the warrant liability within Level 1 of the hierarchy as the warrant liability is separately listed and traded in an active market. The warrant liability’s listed price in an active market was used as the fair value. The Company has classified the warrants (related party) within Level 3 of the hierarchy as the fair value is derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. Key estimates and assumptions impacting the fair value measurement include (i) the expected term of the warrants, (ii) the risk-free interest rate, (iii) the expected dividend yield and (iv) expected volatility of the price of the underlying common stock. The Company estimated the fair value per share of the underlying common stock based, in part, on the results of third-party valuations and additional factors deemed relevant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. The Company estimated a 0% expected dividend yield as of December 31, 2022, based on the fact that prior to the Business Combination, the Company had never paid or declared dividends and did not intend to do so in the foreseeable future. Prior to the Business Combination, the Company was a private company and lacked company-specific historical and implied volatility information of its stock, and as such, the expected stock volatility was based on the historical volatility of publicly traded peer companies for a term equal to the remaining expected term of the warrants. The following table presents the unobservable inputs of the warrant liability (related party): December 31, Risk-free interest rate 3.9 % Expected dividend yield 0.0 % Expected term (in years) 9.5 Expected volatility 62.8 % The following table summarizes the activity for the Company’s Level 3 instruments measured at fair value on a recurring basis (in thousands): Convertible Notes and Warrant Liability Forward Purchase Forward Purchase Balance as of December 31, 2022 $ 33,845 $ 127 $ - $ - Issuances 2,048 - - - Change in fair value 9,377 104 - - Balance as of March 31, 2023 $ 45,270 $ 231 $ - $ - Issuances 1,964 - - - Change in fair value 8,857 - - - Capital contribution (14,678 ) - - - Balance as of June 30, 2023 $ 41,413 $ 231 $ - $ - Issuances 1,964 - $ 2,386 $ 1,793 Change in fair value (4,902 ) - - - Conversion (38,475 ) (231 ) - - Balance as of September 30, 2023 $ - $ - $ 2,386 $ 1,793 There were no transfers between Level 1 and Level 2, nor into and out of Level 3, during the periods presented. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2023 | |
Restricted Cash [Abstract] | |
Restricted cash | 5. Restricted cash Pursuant to the Envoy Bridge Note, GAT Funding, LLC contributed $1 million to subscribe for additional shares of Series A Preferred Stock at a price of $10.00 per share in order to meet the net tangible asset requirements under the Business Combination Agreement (see Note 3). Immediately prior to the Merger, GAT Funding, LLC wired $5 million to the Company to ensure the net tangible asset requirement is met. After the Merger, the subscription for additional Series A Preferred Stock was determined to be $1 million. As such, $4 million of cash is restricted and recorded as a payable to related party on the condensed consolidated balance sheets. Pursuant to the certificate of designation of the Series A Preferred Stock, the Company is required to maintain the funds allocated for the first four dividend payments in a separate account, and as such, $5.4 million of the Company’s cash has been reclassed to restricted cash (see Note 11). |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventories [Abstract] | |
Inventories | 6. Inventories Inventories, consisted of the following (in thousands): September 30, December 31, Raw materials $ 1,227 $ 1,010 Work-in-progress 31 164 Finished goods 139 121 $ 1,397 $ 1,295 |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases [Abstract] | |
Operating Leases | 7. Operating Leases The Company leases its headquarters office space in Minnesota and leases office space in Germany. The lease for the Company’s headquarters office space expires at the end of 2027. This headquarters office space lease is with a stockholder, which is considered a related party. The lease of the office space in Germany is not with a related party and is immaterial. The components of leases and lease costs were as follows (in thousands): September 30, December 31, Operating lease right-of-use assets (related party) $ 494 $ 577 Operating lease liability, current portion (related party) $ 149 $ 125 Operating lease liabilities, net of current portion (related party) 440 565 $ 589 $ 690 Nine Months Ended 2023 2022 Operating lease cost $ 97 $ 97 $ 97 $ 97 Other supplemental information of lease amounts recognized in the unaudited condensed consolidated financial statements is summarized as follows: Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 113 $ 111 September 30, December 31, Weighted-average remaining lease term - in years 4.2 4.9 Weighted-average discount rate 5.0 % 5.0 % Future minimum lease payments associated with these leases were as follows on September 30, 2023 (in thousands): Amount 2023 (remaining) $ 28 2024 162 2025 154 2026 155 2027 99 598 Less: Imputed interest (9 ) $ 589 |
Product Warranty Liability
Product Warranty Liability | 9 Months Ended |
Sep. 30, 2023 | |
Warranty Liability [Abstract] | |
Product Warranty Liability | 8. Product Warranty Liability Changes in warranty liability were as follows (in thousands): Amount Balance as of December 31, 2022 $ 2,478 Utilization (62 ) Balance as of March 31, 2023 $ 2,416 Reversal of product warranty accrual (45 ) Utilization (25 ) Balance as of June 30, 2023 $ 2,346 Reversal of product warranty accrual (72 ) Utilization (21 ) Balance as of September 30, 2023 $ 2,253 The assumptions utilized in developing the liability as of September 30, 2023, include an estimated cost per unit of $6 thousand, an average battery life of 5 years, inflationary increase of 3.6%, and an average patient life calculated based on probabilities outlined in the PRI-2012 mortality tables, published from the Society of Actuaries. Additionally, a discount rate of 5.0% was used in the calculation as of September 30, 2023. |
Convertible Notes Payable (Rela
Convertible Notes Payable (Related Party) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable (Related Party) [Abstract] | |
Convertible Notes Payable (Related Party) | 9. Convertible Notes Payable (Related Party) The Company received several loan financings from stockholders from 2012 to 2023, in an aggregate outstanding principal amount of $59.7 million as of December 31, 2022. The Company elected the fair value option for the Convertible Notes and the Envoy Bridge Note under ASC Topic 825, Financial Instruments, 2012 Convertible Note In 2012, the Company issued a convertible note to a stockholder (“2012 Convertible Note”), which was subsequently amended and restated. These amendments allowed for the issuance of additional principal under the existing agreements and resulted in various drawdowns since 2012. In March 2021, the 2012 Convertible Note agreement was amended and restated to allow for an additional draw of $10.0 million. The March 2021 amendment also extended the maturity date of both the existing debt and any future draws to December 31, 2025. In June 2022, the 2012 Convertible Note agreement was amended and restated to allow for an additional draw of $10.0 million. These amendments were accounted for as debt modifications. On April 17, 2023, the drawdowns that were made in 2023 with an aggregate principal amount of $4.0 million were transferred to another convertible note with the same stockholder, refer to the Envoy Bridge Note disclosure below. The outstanding principal amount of the 2012 Convertible Note was $59.0 million as of December 31, 2022. Undrawn principal under the arrangement amounted to $5.0 million as December 31, 2022. The 2012 Convertible Note would have matured on December 31, 2025, and was classified as a long-term liability as of December 31, 2022. At any time prior to maturity, at the sole discretion of the noteholder, the outstanding principal amount plus accrued and unpaid interest may have been converted into shares of Envoy Common Stock at a conversion price of $1.00 per share, subject to various adjustments as defined in the 2012 Convertible Note agreement. In the event that the Company obtained additional equity financing pursuant to which the Company sold shares of either common or preferred stock, at the sole discretion of the stockholder, the principal amount plus accrued and unpaid interest would convert to the class of stock being offered in the financing at a price per share equal to 80% of the price per share paid by investors for the offered shares. On April 17, 2023, the 2012 Convertible Note was amended as part of the Business Combination Agreement, to provide for automatic conversion immediately prior to the Merger. The conversion formula was not adjusted as part of this amendment. Effective concurrently with the Merger, the outstanding balance of principal and any unpaid accrued interest was automatically converted into New Envoy Class A Common Stock at a conversion price of $15.72 per share (see Note 3) and the fair value of the 2012 Convertible Notes was derecognized from the condensed consolidated balance sheets. 2013 Convertible Notes In 2013, the Company issued convertible notes to various stockholders (“2013 Convertible Notes”), which were subsequently amended and restated. The outstanding principal amount of these notes was $0.7 million as of December 31, 2022. The 2013 Convertible Notes mature on December 31, 2023, and were classified as current liabilities as of December 31, 2022. On April 17, 2023, the 2013 Convertible Notes were amended as part of the Effective concurrently with the Merger, the outstanding balance of principal and any unpaid accrued interest was automatically converted into New Envoy Class A Common stock at a conversion price of $15.72 per share and the fair value of the 2013 Convertible Notes was derecognized from the condensed consolidated balance sheets (see Note 3). Envoy Bridge Note (“2023 Convertible Note”) On April 17, 2023, the Company entered into a convertible promissory note agreement with a stockholder for an aggregate borrowing capacity of $10.0 million, an interest rate of 4.5% per annum and maturity date of December 31, 2025. The Envoy Bridge Note was unsecured. According to this agreement, $4.0 million of the borrowing capacity was funded via the transfer of $4.0 million in principal from the 2012 Convertible Note. An additional $3.0 million was drawn upon during the second quarter of 2023 and $3.0 million was drawn upon during the third quarter of 2023. The transfer of $4.0 million in principal from the 2012 Convertible Note to the Envoy Bridge Note was accounted for as a debt modification. The difference between the proceeds received and the issuance-date fair value was recorded as a deemed capital contribution from related party in the unaudited condensed consolidated statements of stockholders’ equity (deficit). The Company could have prepaid the Envoy Bridge Note in whole or in part without premium or penalty. Contingent upon, and effective concurrently with the Merger, the outstanding balance of principal and any unpaid accrued interest, automatically converted to Series A Preferred Stock at a conversion price of $10.00 per share. If the If the On August 23, 2023, the Envoy Bridge Note was amended pursuant to which the Company could have drawn an additional $5.0 million if the Company had less than $5.0 million in cash or net tangible assets immediately following the Merger. In addition, the Company could have drawn up to $2.0 million if the Merger did not occur by September 30, 2023. Effective concurrently with the Merger, the outstanding balance of principal and any unpaid accrued interest, was automatically converted to Series A Preferred Stock at a conversion price of $10.00 per share and the fair value of the Envoy Bridge Note was derecognized from the condensed consolidated balance sheets. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock [Abstract] | |
Common Stock | 10. Common Stock As of September 30, 2023 and December 31, 2022, the Company was authorized to issue 400,000,000 shares of New Envoy Class A Common Stock and 232,000,000 shares of Envoy Common Stock, respectively. The voting, dividend and liquidation rights of the holders of the Company’s stock are subject to and qualified by the rights, powers and preferences of the holders of the Series A Preferred Stock (see Note 11). Contingent Sponsor Shares Pursuant to the Sponsor Support Agreement, 1,000,000 shares of New Envoy Class A Common Stock held by the Sponsor shall be unvested and subject to the restrictions and forfeiture provisions set forth in the Sponsor Support Agreement (the “Contingent Sponsor Shares”). The Contingent Sponsor Shares shall vest upon the United States Food and Drug Administration’s approval of the Company’s Acclaim cochlear implant device (the “FDA Approval”). If a change of control of the Company shall occur following the Closing, then the conditions for vesting of any Contingent Sponsor Shares that remain unvested as of immediately prior to the consummation of the change of control shall be deemed to have been achieved and such Contingent Sponsor Shares shall immediately vest as of immediately prior to the consummation of such change of control. The Contingent Sponsor Shares meets the definition of a derivative, but meets the criteria to be considered indexed to the Company’s stock and the equity-classification criteria. Accordingly, the Contingent Sponsor Shares are classified as permanent equity. Common Stock Warrants (Related Party) Between November 2013 and July 2022, the Company issued warrants to purchase shares of Envoy Common Stock to stockholders in connection with the issuance of the Convertible Notes and the issuance of Envoy Preferred Stock. In July 2022, the Company issued a warrant to purchase 1,150,000 shares of Envoy Common Stock to one stockholder in connection with the 2012 Convertible Note (see Note 9). Upon issuance, the holder’s exercise of the warrants was conditioned on the Company increasing its authorized shares. As there were insufficient authorized shares available at the time of issuance, the warrant was classified as a liability and measured at fair value as of December 31, 2022. The Company incurred an expense of $0.1 million upon the issuance of the warrant and $0.1 million for the change in the fair value of the warrant liability during the nine months ended September 30, 2023. On April 17, 2023, the common stock warrants were amended to provide for automatic cashless exercise or cancellation of the warrants immediately prior to the Merger. On September 29, 2023, the warrants were canceled or converted on a net exercise basis into shares of New Envoy Class A Common Stock. Out of the 8,695,000 warrants outstanding prior to the Merger, 70,000 were converted into 2,702 shares of New Envoy Class A Common Stock. Out of the remaining 8,625,000 warrants that were forfeited as part of the Business Combination, 1,150,000 were classified as a liability in the Company’s historical financial statements. The forfeiture of the liability classified warrants was recorded as a gain of $0.2 million in the unaudited condensed consolidated statements of operations and comprehensive income (loss). There were no outstanding common stock warrants (related party) as of September 30, 2023. The following table summarizes the Company’s outstanding common stock warrants (related party) as of December 30, 2022: Year of issue Numbers of Exercise Expiration Date Classification 2013 70,000 $ 0.25 Nov-2023 Equity 2015 2,300,000 $ 1.00 Nov-2025 Equity 2017 2,300,000 $ 1.00 Aug-2027 Equity 2018 805,000 $ 1.00 Jan-2029 Equity 2019 920,000 $ 1.00 Dec-2029 Equity 2021 1,150,000 $ 1.00 Dec-2030 Equity 2022 1,150,000 $ 1.00 July-2032 Liability 8,695,000 |
Series A Preferred Stock
Series A Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Series A Preferred Stock [Abstract] | |
Series A Preferred Stock | 11. Series A Preferred Stock As of September 30, 2023, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue Pursuant to the Envoy Bridge Note, the Sponsor Support Agreement and the Subscription Agreement, the Company issued an aggregate of 4,500,000 shares of Series A Preferred Stock (see Note 3) as of September 30, 2023. Pursuant to the Subscription Agreement and the Envoy Bridge Note, the Sponsor and GAT Funding, LLC each contributed additional $1.0 million capital contribution to subscribe for additional shares of Series A Preferred Stock at a price of $10.00 per share in order to meet the net tangible assets requirement under the Business Combination Agreement (see Note 3). As of September 30, 2023, the Sponsor’s contribution is classified as other receivables on the condensed consolidated balance sheets. The holders of the Series A Preferred Stock has the following rights and preferences: Voting rights The holders of the Series A Preferred Stock are not entitled to vote or receive notice of any meeting of stockholders, except in the case that the Company creates any equity or debt instrument that ranks senior or pari passu to the rights of the Series A Preferred Stock or in the case of any adverse change to the powers, preferences or special rights of the Series A Preferred Stock. Conversion rights Each share of Series A Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into such number of shares of At any time from and after 90 days following the Merger, if the closing price per share of New Envoy Class A Common Stock is greater than $15.00 for any twenty trading days within a period of thirty trading days, the Company may elect, in its discretion, to convert all, but not less than all, of the then outstanding shares of Series A Preferred Stock into shares of New Envoy Class A Common Stock. In this case, each share of Series A Preferred Stock then outstanding shall be converted into the number of shares of New Envoy Class A Common Stock equal to the quotient of i) $10.00 divided by ii) $15.00. Redemption The holders of Series A Preferred Stock are not entitled to any redemption rights, other than those under their liquidation rights discussed below. The Company does not have the option to redeem the Series A Preferred Stock. Dividend Rights The holders of Series A Preferred Stock are entitled to a cumulative dividend which accrues at the rate of 12% of the original issuance price of $10.00 per annum. The dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared, and will be payable in cash on a quarterly basis. With respect to the first four (4) dividends, the Company shall maintain the funds allocated for such dividends in a separate account. If the Company fails to pay the dividends on the dividend payment date, then an additional dividend on the amount of the unpaid portion shall automatically accrue at 12%. There were no dividends declared as of September 30, 2023. As the Company is required to maintain the funds allocated for the first four dividend payments in a separate account, $5.4 million of the Company’s cash has been reclassed to restricted cash (see Note 5). Pursuant to the Sponsor Support Agreement, any dividends arising shall accrue and not require timely payment at any time when the Company has less than $10 million of net tangible assets. Liquidation preference In the event of any liquidation, deemed liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holder of the Series A Preferred Stock is entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any security of the Company that ranks junior to the Series A Preferred Stock, including, but not limited to, the |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2023 | |
Stock Options [Abstract] | |
Stock Options | 12. Stock Options The Company had a stock incentive plan (the “2003 Stock Option Plan”) that provided for the granting of stock options or other stock incentives to employees, officers, directors and consultants. The 2003 Stock Option Plan was administered by the Board, or a committee designated by the Board, which determined the persons who were to receive awards under the 2003 Stock Option Plan, the number of shares subject to each award and the term and exercise price of each award. The maximum term of options granted under the 2003 Stock Option Plan was ten years. The number of shares of Envoy Common Stock authorized to be issued was 6,400,000 under the 2003 Stock Option Plan. In March 2013, the Company and its stockholders adopted a new plan (the “2013 Stock Option Plan”) on substantially the same terms and conditions of the 2003 Stock Option Plan. The Company and its stockholders reserved a total of 7,000,000 shares of Envoy Common Stock for issuance under the 2013 Stock Option Plan and reduced the number of shares of Envoy Common Stock available for issuance under the 2003 Stock Option Plan from 6,400,000 to 552,000. As of April 2013, the 2003 Stock Option Plan expired and no further stock options or shares may be granted under that plan. On April 17, 2023, the Company and the stock option holders agreed that the stock options will be cancelled and terminated for no consideration upon the Merger. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. No stock options were granted during the nine months ended September 30, 2023 and 2022. Immediately before the Merger and as of December 31, 2022, all stock options outstanding were fully vested and there was no unrecognized stock-based compensation expense related to nonvested awards. Upon the Merger, the stock options were cancelled and terminated for nominal consideration. The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2023: Options Weighted-average Exercise Weighted-average Intrinsic Outstanding at December 31, 2022 263,000 $ 1.25 1.01 $ - Outstanding at September 30, 2022 - n/a n/a n/a Exercisable and vested at September 30, 2023 - n/a n/a n/a The aggregate intrinsic value of stock options outstanding as of December 31, 2022 is zero because the fair value of the underlying Envoy Common Stock was less than the exercise price for all options as of each date. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions The Company leases its headquarters office space in Minnesota from a stockholder, which is considered a related party (see Note 7). The lease is considered a common control leasing arrangement. The lease liability due to the stockholder was approximately $0.6 million at September 30, 2023 and December 31, 2022. The rent expense was immaterial for the nine months ended September 30, 2023 and 2022. The Company received several loan financings from stockholders between 2012 to 2023 (see Note 9). The Company recorded a payable to related party of $4.0 million on the condensed consolidated balance sheets (see Note 5). |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments And Contingencies [Abstract] | |
Commitment and Contingencies | 14. Commitment and Contingencies The Company is party to various litigation matters arising from time to time in the ordinary course of business. In January 2020, the Company’s controlling stockholder and convertible debt holder, along with current and former directors of the Company were named in a lawsuit brought by minority stockholders (the “Spearman Plaintiffs”). This lawsuit alleges our controlling stockholder of “self-dealing” in order to obtain control of the Company. In February 2020, there was a similar lawsuit referring to and citing the first lawsuit brought up by additional minority stockholders alleging our controlling stockholder and directors of similar wrong-doings. The February 2020 lawsuit was withdrawn in 2021. In June 2023, the Company received an additional complaint from additional stockholders affiliated or associated with the Spearman Plaintiffs, raising claims that were substantially the same as the claims raised in the existing litigation. On August 25, 2023, the Company entered into a binding agreement in principle to settle all claims and counterclaims in the lawsuit. On September 15, 2023, the parties entered into a binding settlement agreement. The settlement agreement includes a transfer of all of the plaintiff’s stockholdings in Envoy to an entity affiliated with the majority stockholder of the Company, which was completed on September 28, 2023. The settlement agreement did not require any payment to be made by the Company. The Company has business liability insurance to cover litigation costs exceeding $50 thousand. As of September 30, 2023 and December 31, 2022, the Company has not recorded accruals for potential losses related to any existing or pending litigation claims as the Company’s management determined that there are no matters where a potential loss is probable and reasonably estimable. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2023 | |
Net Income (Loss) per Share [Abstract] | |
Net Income (Loss) per Share | 15. Net Income (Loss) per Share The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net income (loss) $ 1,563 $ (1,339 ) $ (25,027 ) $ (4,446 ) Less: Cumulative undeclared preferred dividends and undistributed earnings allocated to participating securities, basic (230 ) - - - Net income (loss) attributable to common stockholders, basic $ 1,360 $ (1,339 ) $ (25,027 ) $ (4,446 ) Net income (loss) $ 1,563 $ (1,339 ) $ (25,027 ) $ (4,446 ) Less: Undistributed earnings allocated to participating securities, diluted (159 ) - - - Net income (loss) attributable to common stockholders, diluted $ 1,404 $ (1,339 ) $ (25,027 ) $ (4,446 ) Denominator: Weighted average common stock outstanding, basic 10,214,183 10,123,187 10,153,564 10,123,187 Net income (loss) per share attributable to common stockholders, basic $ 0.13 $ (0.13 ) $ (2.46 ) $ (0.44 ) Weighted average common stock outstanding, diluted 11,215,068 10,123,187 10,153,564 10,123,187 Net income (loss) per share attributable to common stockholders, diluted $ 0.13 $ (0.13 ) $ (2.46 ) $ (0.44 ) The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of Nine Months Ended 2023 2022 Stock options - 263,000 Series A Preferred Stock (as converted to common stock) 3,913,043 - Warrants to purchase common stock 14,166,666 - Contingent Sponsor Shares 1,000,000 - 19,079,709 263,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Event [Line Items] | |
Subsequent Events | 16. Subsequent Events The Company has evaluated all events occurring through November 17, 2023, the date on which these unaudited condensed consolidated financial statements were issued, and during which time, nothing has occurred outside the normal course of business operations that would require disclosure, except for the following: Stock Options On October 15, 2023, the Company granted 1,938,409 stock options to certain employees and directors with an exercise price of $2.40 per share, out of which, 720,505 stock options were fully unvested on the grant date. For any employee or director that received stock options that are fully unvested on the grant date, the vesting conditions are that one-fourth (25%) of these stock options shall vest on the first anniversary of the grant date and the remaining portion (75%) of these stock options shall be vested ratably, on a monthly basis, over a 36-month vesting period. For any employee or director that received stock options that are 25%, 50% or 75% vested on the grant date based on service period, the vesting conditions are that the stock options shall vest ratably, on a monthly basis, over a 36-month vesting period. Litigation On November 14, 2023, Atlas Merchant Capital SPAC Fund I LP (the “Plaintiff”), a stockholder of the Company, filed a complaint (the “Complaint”) against Daniel Hirsch, Whitney Haring-Smith, the Sponsor and the Company, as successor to ANZU Special Acquisition Corp. I, (collectively, the “Defendants”) in the Court of Chancery of the State of Delaware. The Complaint alleges a claim for breach of Anzu’s Amended and Restated Certificate of Incorporation (the “Anzu Charter”) against the Company, a claim for breach of fiduciary duty against Mr. Hirsch, Dr. Haring-Smith and the Sponsor and claims for unjust enrichment, fraudulent misrepresentation and tortious interference with economic relations against the Defendants. The Complaint alleges that, among other things, after the Plaintiff submitted a redemption request for its shares of Class A Common Stock in connection with the Company’s special meeting of stockholders held on September 27, 2023, Plaintiff thereafter withdrew its redemption request, then Defendants declined to honor Plaintiff’s request to reinstate its redemption election because the request to reinstate its redemption election occurred after the redemption deadline of September 25, 2023. The Complaint seeks specific performance to compel the Defendants to honor Atlas’ redemption request, monetary damages, attorneys’ fees and expenses. The Company believes the claims asserted in the Complaint to be without merit and intends to vigorously defend the litigation. At this time the Company does not believe that an unfavorable outcome is probable, and it is not possible to predict the outcome of the proceeding or its impact on the Company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Going Concern | Going ConcernSince inception, the Company has incurred cumulative losses from operations and has an accumulated deficit of $251.0 million at September 30, 2023. The Company has funded its operations and capital needs primarily through net proceeds from the issuances of convertible debt (see Note 9) and the sale of Envoy redeemable convertible preferred stock. In September 2023, the Company received $11.7 million proceeds from the Business Combination, Forward Purchase Agreement, and the PIPE Transaction, net of transaction costs. The Company had cash of $7.4 million as of September 30, 2023. Management believes that its existing cash balances combined with future capital raises, and cash receipts from product sales will be sufficient to fund ongoing operations through at least one year from the date the unaudited condensed consolidated financial statements are issued. However, there can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s cash balances and future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to reduce certain discretionary spending, be unable to develop new or enhanced production methods, or be unable to fund capital expenditures, which could have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include but are not limited to the useful lives of property and equipment, inventory reserves, warranty liability, the fair value of common stock, the fair value of convertible notes payable, the fair value of forward purchase agreement assets, the fair value of forward purchase agreement warrant liability, the fair value of warrants and the outcome of litigation. Estimates and assumptions are reviewed periodically and the effect of changes, if any, are reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable, net. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains its cash with financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. With respect to accounts receivable, the Company performs credit evaluations of its customers and does not require collateral. There have been no material losses on accounts receivable. There were no customers that accounted for 10.0% or more of sales for the nine months ended September 30, 2023 and September 30, 2022, respectively. There were no customers that accounted for 10.0% or more of the accounts receivable balance as of September 30, 2023 and December 31, 2022. |
Cash and Restricted Cash | Cash and Restricted Cash The Company maintains cash balances in bank accounts which, at times, may exceed federally insured limits. Restricted cash is cash the Company holds for specific reasons and is not available for immediate use. |
Fair Value Measurement | Fair Value Measurement The Company determines the fair value of financial assets and liabilities using the fair value hierarchy established in Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement ● Level 1 ● Level 2 ● Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company elected the fair value option for the convertible notes payable (related party) under ASC Topic 825, Financial Instruments, |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use der The Company accounts for its warrant liability in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. The warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company accounts for its Forward Purchase Agreement in accordance with ASC 815-40. Accordingly, the Company recognizes the forward purchase agreement asset and the forward purchase agreement warrant liability at fair value at each reporting period. The assets and liabilities are subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Warrant Liability (Related Party) | Warrant Liability (Related Party) The Company classifies certain warrants issued to stockholders to purchase Envoy Common Stock (see Note 10) as a liability on its condensed consolidated balance sheets as these warrants are a free-standing financial instrument that may require the Company to transfer assets upon exercise. The warrant liability was initially recorded at fair value upon the date of issuance and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability are recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). Changes in the fair value of the warrant liability will continue to be recognized until the warrants are exercised, expire or qualify for equity classification. |
SPAC Excise Tax Liability | SPAC Excise Tax Liability The Company recognizes excise tax as an incremental cost to repurchase the treasury shares, with an offsetting tax liability recognized. The SPAC excise tax liability was recorded in accrued expenses in the Company’s condensed consolidated balance sheets. |
Revenue Recognition | Revenue Recognition T he Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers ● Identify the contract with a customer ● Identify the performance obligations in the contract ● Determine the transaction price ● Allocate the transaction price to the performance obligations in the contract ● Recognize revenue when or as performance obligations are satisfied Revenue is recognized as performance obligations under the terms of a contract are satisfied, which generally occurs as control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be inc The Company primarily derives revenue from the sale of its hearing device products. Revenue from product sales is recognized upon transfer of control of the product to a customer, which occurs at a point in time, at the time the Company is notified the product has been implanted or used by the customer in a surgical procedure. The Company also sells extended warranty plans on a limited basis. Revenue from extended warranty plans is recognized ratably over time and is immaterial. Amounts received from a customer prior to fulfillment of the performance obligation are included as accrued expenses on the condensed consolidated balance sheets and are immaterial as of September 30, 2023 and December 31, 2022. The Company has elected to account for shipping and handling activities performed as activities to fulfill the promise to transfer the products, and therefore these activities are not assessed as a separate performance obligation to its customers. Revenue is measured as the amount of consideration the Company expects to receive, which is based on the invoiced price. The majority of the Company’s contracts have a single performance obligation and are short term in nature. The Company’s contracts do not include variable consideration. Payment terms differ by geography and customer, but payment is generally required within 30 days from the date of product utilization. The Company also offers extended payment plans on a limited basis. Amounts due to the Company under payment plans that extend beyond 12 months are immaterial as of September 30, 2023 and December 31, 2022, therefore the Company does not adjust the promised amount of consideration for the effects of a significant financing component. |
Segments | Segments Operating segments are identified as components of enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding resource allocation and assessing performance. The Company has determined that its CODM is its Chief Executive Officer. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making decisions, allocating resources and evaluating performance. Consequently, the Company has determined it operates in one operating and reportable segment. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective | Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments Other than the item noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that have a significant impact, or potential significant impact, to our unaudited condensed consolidated financial statements. |
Merger (Tables)
Merger (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Merger [Abstract] | |
Schedule of Class A Common Stock and Series A Preferred Stock Outstanding | The following table presents the total shares of New Envoy Class A Common Stock and Series A Preferred Stock outstanding immediately after the Closing: Class A Common Stock Number of Exchange of Anzu Class A Common Stock subject to possible redemption that was not redeemed for New Envoy Class A Common Stock 1,500,874 Conversion of Anzu Class B Common Stock held by the Sponsor and Anzu’s former independent director into New Envoy Class A Common Stock* 2,615,000 Subtotal - Merger, net of redemptions 4,115,874 Exchange of Envoy Common Stock for New Envoy Class A Common Stock 8,850,526 Exchange of Envoy Preferred Stock for New Envoy Class A Common Stock 1,272,055 Conversion of Convertible Notes as of September 29, 2023 into New Envoy Class A Common Stock 4,874,707 Net exercise of Envoy Warrants 2,702 Issuance of share consideration to Meteora parties 8,512 Shares recycled by Meteora parties 425,606 19,549,982 * 1,000,000 shares of the New Envoy Class A Common Stock are unvested and subject to restrictions and forfeitures per the Sponsor Support Agreement. These shares will vest upon the FDA approval of Acclaim or upon a change of control of the Company (see Note 10) Series A Preferred Stock Number of Exchange of Anzu Class B Common Stock for Series A Preferred Stock 2,500,000 Issuance of Series A Preferred Stock in connection with the PIPE Transaction 1,000,000 Issuance of Series A Preferred Stock in connection with the conversion of the Envoy Bridge Note 1,000,000 4,500,000 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurement [Abstract] | |
Schedule of Company’s Liabilities Measured at Fair Value on a Recurring Basis | The following tables provide information related to the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Forward purchase agreement assets $ - $ - $ 2,386 $ 2,386 $ - $ - $ 2,386 $ 2,386 Liabilities: Forward purchase agreement warrant liability $ - $ - $ 1,793 $ 1,793 Warrant liability 1,274 - - 1,274 $ 1,274 $ - $ 1,793 $ 3,067 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Convertible notes payable, net of current portion (related party) $ - $ - $ 33,397 $ 33,397 Convertible notes payable, current portion (related party) - - 448 448 Warrant liability (related party) - - 127 127 $ - $ - $ 33,972 $ 33,972 |
Schedule of Fair Value Measurements of Forward Purchase Agreement Assets | The fair values of the forward purchase agreement assets and the forward purchase agreement warrant liability were estimated using Monte Carlo Simulation models, which are Level 3 fair value measurement. The following table presents the quantitative information regarding Level 3 fair value measurements of the forward purchase agreement assets and forward purchase agreement warrant liability: September 30, Stock price $ 5.64 Initial exercise price 10.46 Remaining term (in years) 1.00 Risk-free rate 5.32 % September 30, Underlying stock price 7.02 Exercise price 11.50 Expected term (in years) 10.00 Expected volatility 48.9 % December 31, Risk-free interest rate 3.9 % Expected dividend yield 0.0 % Expected term (in years) 9.5 Expected volatility 62.8 % |
Schedule of Valuation of the Convertible Notes | The significant inputs that were used in the valuation of the Convertible Notes are presented below (in thousands, except per share amounts): December 31, Share price $ 0.33 Discount rate 14.8 % Volatility 91.0 % Probability of qualified financing 5.0 % Probability of SPAC/IPO 25.0 % Probability of default 60.0 % Probability of held to maturity 10.0 % Recovery upon default (2012 and 2013 Convertible Notes) $ 10,000 |
Schedule of Measured at Fair Value on a Recurring Basis | The following table summarizes the activity for the Company’s Level 3 instruments measured at fair value on a recurring basis (in thousands): Convertible Notes and Warrant Liability Forward Purchase Forward Purchase Balance as of December 31, 2022 $ 33,845 $ 127 $ - $ - Issuances 2,048 - - - Change in fair value 9,377 104 - - Balance as of March 31, 2023 $ 45,270 $ 231 $ - $ - Issuances 1,964 - - - Change in fair value 8,857 - - - Capital contribution (14,678 ) - - - Balance as of June 30, 2023 $ 41,413 $ 231 $ - $ - Issuances 1,964 - $ 2,386 $ 1,793 Change in fair value (4,902 ) - - - Conversion (38,475 ) (231 ) - - Balance as of September 30, 2023 $ - $ - $ 2,386 $ 1,793 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventories, consisted of the following (in thousands): September 30, December 31, Raw materials $ 1,227 $ 1,010 Work-in-progress 31 164 Finished goods 139 121 $ 1,397 $ 1,295 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases [Abstract] | |
Schedule of Lease Costs | The components of leases and lease costs were as follows (in thousands): September 30, December 31, Operating lease right-of-use assets (related party) $ 494 $ 577 Operating lease liability, current portion (related party) $ 149 $ 125 Operating lease liabilities, net of current portion (related party) 440 565 $ 589 $ 690 |
Schedule of Operating Lease Cost | Nine Months Ended 2023 2022 Operating lease cost $ 97 $ 97 $ 97 $ 97 |
Schedule of Other Supplemental Information | Other supplemental information of lease amounts recognized in the unaudited condensed consolidated financial statements is summarized as follows: Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 113 $ 111 |
Schedule of Weighted Average | September 30, December 31, Weighted-average remaining lease term - in years 4.2 4.9 Weighted-average discount rate 5.0 % 5.0 % |
Schedule of Future Minimum Lease Payments | Future minimum lease payments associated with these leases were as follows on September 30, 2023 (in thousands): Amount 2023 (remaining) $ 28 2024 162 2025 154 2026 155 2027 99 598 Less: Imputed interest (9 ) $ 589 |
Product Warranty Liability (Tab
Product Warranty Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warranty Liability [Abstract] | |
Schedule of Changes in Warrant Liability | Changes in warranty liability were as follows (in thousands): Amount Balance as of December 31, 2022 $ 2,478 Utilization (62 ) Balance as of March 31, 2023 $ 2,416 Reversal of product warranty accrual (45 ) Utilization (25 ) Balance as of June 30, 2023 $ 2,346 Reversal of product warranty accrual (72 ) Utilization (21 ) Balance as of September 30, 2023 $ 2,253 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock [Abstract] | |
Schedule of Outstanding Common Stock Warrants | The following table summarizes the Company’s outstanding common stock warrants (related party) as of December 30, 2022: Year of issue Numbers of Exercise Expiration Date Classification 2013 70,000 $ 0.25 Nov-2023 Equity 2015 2,300,000 $ 1.00 Nov-2025 Equity 2017 2,300,000 $ 1.00 Aug-2027 Equity 2018 805,000 $ 1.00 Jan-2029 Equity 2019 920,000 $ 1.00 Dec-2029 Equity 2021 1,150,000 $ 1.00 Dec-2030 Equity 2022 1,150,000 $ 1.00 July-2032 Liability 8,695,000 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock Options [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2023: Options Weighted-average Exercise Weighted-average Intrinsic Outstanding at December 31, 2022 263,000 $ 1.25 1.01 $ - Outstanding at September 30, 2022 - n/a n/a n/a Exercisable and vested at September 30, 2023 - n/a n/a n/a |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Net Income (Loss) per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net income (loss) $ 1,563 $ (1,339 ) $ (25,027 ) $ (4,446 ) Less: Cumulative undeclared preferred dividends and undistributed earnings allocated to participating securities, basic (230 ) - - - Net income (loss) attributable to common stockholders, basic $ 1,360 $ (1,339 ) $ (25,027 ) $ (4,446 ) Net income (loss) $ 1,563 $ (1,339 ) $ (25,027 ) $ (4,446 ) Less: Undistributed earnings allocated to participating securities, diluted (159 ) - - - Net income (loss) attributable to common stockholders, diluted $ 1,404 $ (1,339 ) $ (25,027 ) $ (4,446 ) Denominator: Weighted average common stock outstanding, basic 10,214,183 10,123,187 10,153,564 10,123,187 Net income (loss) per share attributable to common stockholders, basic $ 0.13 $ (0.13 ) $ (2.46 ) $ (0.44 ) Weighted average common stock outstanding, diluted 11,215,068 10,123,187 10,153,564 10,123,187 Net income (loss) per share attributable to common stockholders, diluted $ 0.13 $ (0.13 ) $ (2.46 ) $ (0.44 ) |
Schedule of Potentially Dilutive Securities Have Been Excluded From the Computation of Diluted Net | The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to stockholders for the periods indicated because including them would have had an anti-dilutive effect: Nine Months Ended 2023 2022 Stock options - 263,000 Series A Preferred Stock (as converted to common stock) 3,913,043 - Warrants to purchase common stock 14,166,666 - Contingent Sponsor Shares 1,000,000 - 19,079,709 263,000 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Apr. 17, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 29, 2023 | Dec. 31, 2022 | |
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||
Purchased shares (in Shares) | 425,606 | |||||
Prepayment amount | $ 4,500 | |||||
Shares issued (in Shares) | 8,512 | |||||
Preferred stock par value (in Dollars per share) | $ 0.01 | |||||
Aggregate purchase price | $ 10,000 | |||||
Initial fair value | $ 51,400 | |||||
Additional fair value | 36,800 | |||||
Difference of fair value net | 14,600 | |||||
Convertible notes payable related party | 4,000 | |||||
Fair value of convertible notes payable related party | $ 91 | $ 91 | ||||
Other expenses | $ 300 | |||||
Minimum [Member] | ||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||
Convertible notes payable related party | 14,600 | 14,600 | ||||
Maximum [Member] | ||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||
Convertible notes payable related party | $ 14,700 | $ 14,700 | ||||
Class A Common Stock [Member] | ||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Series A Preferred Stock [Member] | ||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||
Shares issued (in Shares) | 1,000,000 | |||||
Aggregate number of shares (in Shares) | 1,000,000 | |||||
Preferred stock par value (in Dollars per share) | 0.0001 | $ 0.0001 | ||||
Price per share (in Dollars per share) | $ 10 | 10.98 | ||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | |||||
Convertible Notes [Member] | ||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||
Conversion price per share (in Dollars per share) | 1 | |||||
Convertible Notes [Member] | Class A Common Stock [Member] | ||||||
Nature of the Business and Basis of Presentation (Details) [Line Items] | ||||||
Common stock par value (in Dollars per share) | $ 0.01 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Accumulated deficit (in Dollars) | $ 251 | ||
Purchase agreement (in Dollars) | 11.7 | ||
Cash (in Dollars) | $ 7.4 | ||
Customer accounted percentage | 10% | 10% | |
Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Customer accounted percentage | 10% | 10% |
Merger (Details)
Merger (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |||
Apr. 17, 2023 | Sep. 30, 2023 | Sep. 29, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Merger (Details) [Line Items] | |||||
Converted shares | 2,615,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.01 | ||||
Conversion of Stock, Shares Issued | 2,702 | ||||
Shares of new envoy | 8,695,000 | ||||
Sponsor forfeited shares | 5,510,000 | ||||
Warrant shares | 14,166,666 | ||||
Sponsor exchanged shares | 2,500,000 | ||||
Shares of forfeiture | 2,500,000 | ||||
Share consideration | 8,512 | ||||
Warrant exercisable shares | |||||
Purchase transaction price (in Dollars per share) | $ 10 | ||||
Purchase cost (in Dollars) | $ 10 | ||||
Contributed additional (in Dollars) | $ 1 | ||||
Additional shares | 100,000 | ||||
Unvested shares | 1,000,000 | ||||
Class A Common Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Converted shares | 20,000,000 | ||||
Shares of new envoy | 1,272,055 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Warrant exercisable price (in Dollars per share) | $ 11.5 | ||||
Forward purchase shares | 490,000 | ||||
Warrant exercisable shares | 3,874,394 | ||||
New Envoy Class A Common Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Share Outstanding | 139,153,144 | ||||
Converted shares | 8,850,526 | ||||
Converted shares | 4,874,707 | ||||
Envoy Preferred Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Conversion of Stock, Shares Issued | 4,000,000 | ||||
Class B Common Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Series A Preferred Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Forward purchase shares | 1,000,000 | ||||
Preferred stock shares issued | 4,500,000 | 0 | |||
Class A Common Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Warrant shares | 14,166,666 | ||||
Sponsor [Member] | Class A Common Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Warrant shares | 12,500,000 | ||||
GAT Funding LLC [Member] | Series A Preferred Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Preferred stock shares issued | 1,000,000 | ||||
Warrant [Member] | New Envoy Class A Common Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Converted shares | 2,702 | ||||
Business Combination Agreement [Member] | |||||
Merger (Details) [Line Items] | |||||
Business combination shares | 14,999,990 | ||||
Business combination per share (in Dollars per share) | $ 10 | ||||
Net of transaction costs (in Dollars) | $ 11.7 | ||||
Business Combination Agreement [Member] | Class A Common Stock [Member] | |||||
Merger (Details) [Line Items] | |||||
Business combination shares | 0.063603 |
Merger (Details) - Schedule of
Merger (Details) - Schedule of Class A Common Stock and Series A Preferred Stock Outstanding - shares | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Merger (Details) - Schedule of Class A Common Stock and Series A Preferred Stock Outstanding [Line Items] | |||
Total common stock outstanding | 19,549,982 | ||
Total preferred stock outstanding | 4,500,000 | ||
Class A Common Stock [Member] | |||
Merger (Details) - Schedule of Class A Common Stock and Series A Preferred Stock Outstanding [Line Items] | |||
Exchange of Anzu Class A Common Stock subject to possible redemption that was not redeemed for New Envoy Class A Common Stock | 1,500,874 | ||
Conversion of Anzu Class B Common Stock held by the Sponsor and Anzu’s former independent director into New Envoy Class A Common Stock | [1] | 2,615,000 | |
Subtotal - Merger, net of redemptions | 4,115,874 | ||
Exchange of Envoy Common Stock for New Envoy Class A Common Stock | 8,850,526 | ||
Exchange of Envoy Preferred Stock for New Envoy Class A Common Stock | 1,272,055 | ||
Conversion of Convertible Notes as of September 29, 2023 into New Envoy Class A Common Stock | 4,874,707 | ||
Net exercise of Envoy Warrants | 2,702 | ||
Issuance of share consideration to Meteora parties | 8,512 | ||
Shares recycled by Meteora parties | 425,606 | ||
Total common stock outstanding | 19,549,982 | 10,122,581 | |
Series A Preferred Stock [Member] | |||
Merger (Details) - Schedule of Class A Common Stock and Series A Preferred Stock Outstanding [Line Items] | |||
Exchange of Anzu Class B Common Stock for Series A Preferred Stock | 2,500,000 | ||
Issuance of Series A Preferred Stock in connection with the PIPE Financing | 1,000,000 | ||
Issuance of Series A Preferred Stock in connection with the conversion of the Envoy Bridge Note | 1,000,000 | ||
Total preferred stock outstanding | 4,500,000 | 0 | |
[1] 1,000,000 shares of the New Envoy Class A Common Stock are unvested and subject to restrictions and forfeitures per the Sponsor Support Agreement. These shares will vest upon the FDA approval of Acclaim or upon a change of control of the Company (see Note 10) |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Apr. 17, 2023 | Dec. 31, 2022 | |
Fair Value Measurement (Details) [Line Items] | |||
Convertible Notes | $ 448,000 | ||
Expected dividend yield | 0% | ||
Measurement Input, Default Rate [Member] | |||
Fair Value Measurement (Details) [Line Items] | |||
Percentage of probability default | 5% | ||
Measurement Input, Discount Rate [Member] | |||
Fair Value Measurement (Details) [Line Items] | |||
Percentage of probability default | 5% | ||
Minimum [Member] | |||
Fair Value Measurement (Details) [Line Items] | |||
Convertible Notes | 1.5 | ||
Maximum [Member] | |||
Fair Value Measurement (Details) [Line Items] | |||
Convertible Notes | $ 1,600,000 | ||
Series A Preferred Stock [Member] | |||
Fair Value Measurement (Details) [Line Items] | |||
Price per share | $ 10.98 | $ 10 | |
Convertible Note [Member] | |||
Fair Value Measurement (Details) [Line Items] | |||
Convertible Notes | $ 2,600,000 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of Company’s Liabilities Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Forward purchase agreement assets | $ 2,386 | |
Total asset | 2,386 | |
Liabilities: | ||
Forward purchase agreement warrant liability | 1,793 | |
Warrant liability | 1,274 | |
Total warrant liability | 3,067 | |
Liabilities: | ||
Convertible notes payable, net of current portion (related party) | 33,397 | |
Convertible notes payable, current portion (related party) | 448 | |
Warrant liability (related party) | 127 | |
Total liability | 33,972 | |
Level 1 [Member] | ||
Assets: | ||
Forward purchase agreement assets | ||
Total asset | ||
Liabilities: | ||
Forward purchase agreement warrant liability | ||
Warrant liability | 1,274 | |
Total warrant liability | 1,274 | |
Liabilities: | ||
Convertible notes payable, net of current portion (related party) | ||
Convertible notes payable, current portion (related party) | ||
Warrant liability (related party) | ||
Total liability | ||
Level 2 [Member] | ||
Assets: | ||
Forward purchase agreement assets | ||
Total asset | ||
Liabilities: | ||
Forward purchase agreement warrant liability | ||
Warrant liability | ||
Total warrant liability | ||
Liabilities: | ||
Convertible notes payable, net of current portion (related party) | ||
Convertible notes payable, current portion (related party) | ||
Warrant liability (related party) | ||
Total liability | ||
Level 3 [Member] | ||
Assets: | ||
Forward purchase agreement assets | 2,386 | |
Total asset | 2,386 | |
Liabilities: | ||
Forward purchase agreement warrant liability | 1,793 | |
Warrant liability | ||
Total warrant liability | $ 1,793 | |
Liabilities: | ||
Convertible notes payable, net of current portion (related party) | 33,397 | |
Convertible notes payable, current portion (related party) | 448 | |
Warrant liability (related party) | 127 | |
Total liability | $ 33,972 |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details) - Schedule of Fair Value Measurements of Forward Purchase Agreement Assets - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement (Details) - Schedule of Fair Value Measurements of Forward Purchase Agreement Assets [Line Items] | ||
Expected dividend yield | 0% | |
Forward Purchase Agreement [Member] | ||
Fair Value Measurement (Details) - Schedule of Fair Value Measurements of Forward Purchase Agreement Assets [Line Items] | ||
Stock price (in Dollars per share) | $ 5.64 | |
Exercise price (in Dollars per share) | $ 10.46 | |
Expected term (in years) | 1 year | |
Risk-free rate | 5.32% | |
Warrant Liability [Member] | ||
Fair Value Measurement (Details) - Schedule of Fair Value Measurements of Forward Purchase Agreement Assets [Line Items] | ||
Expected term (in years) | 9 years 6 months | |
Expected volatility | 62.80% | |
Risk-free rate | 3.90% | |
Expected dividend yield | 0% | |
Level 3 [Member] | ||
Fair Value Measurement (Details) - Schedule of Fair Value Measurements of Forward Purchase Agreement Assets [Line Items] | ||
Stock price (in Dollars per share) | $ 7.02 | |
Exercise price (in Dollars per share) | $ 11.5 | |
Expected term (in years) | 10 years | |
Expected volatility | 48.90% |
Fair Value Measurement (Detai_4
Fair Value Measurement (Details) - Schedule of Valuation of the Convertible Notes $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Share price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Share price (in Dollars per share) | $ / shares | $ 0.33 |
Discount rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of the convertible notes, rate | 14.80% |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of the convertible notes, rate | 91% |
Probability of qualified financing [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of the convertible notes, rate | 5% |
Probability of SPAC/IPO [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of the convertible notes, rate | 25% |
Probability of default [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of the convertible notes, rate | 60% |
Probability of held to maturity [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of the convertible notes, rate | 10% |
2023 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Recovery upon default (Convertible Notes) (in Dollars) | $ | $ 10,000 |
Fair Value Measurement (Detai_5
Fair Value Measurement (Details) - Schedule of Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Convertible Notes and Envoy Bridge Note (Related Party) [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance Beginning | $ 41,413 | $ 45,270 | $ 33,845 |
Issuances | 1,964 | 1,964 | 2,048 |
Capital contribution | (14,678) | ||
Conversion | (38,475) | ||
Change in fair value | (4,902) | 8,857 | 9,377 |
Balance Ending | 41,413 | 45,270 | |
Warrant Liability (Related Party) [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance Beginning | 231 | 231 | 127 |
Issuances | |||
Capital contribution | |||
Conversion | (231) | ||
Change in fair value | 104 | ||
Balance Ending | 231 | 231 | |
Forward Purchase Agreement Asset [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance Beginning | |||
Issuances | 2,386 | ||
Capital contribution | |||
Conversion | |||
Change in fair value | |||
Balance Ending | 2,386 | ||
Forward Purchase Agreement Warrant Liability [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance Beginning | |||
Issuances | 1,793 | ||
Capital contribution | |||
Conversion | |||
Change in fair value | |||
Balance Ending | $ 1,793 |
Restricted Cash (Details)
Restricted Cash (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares | |
Restricted Cash (Details) [Line Items] | |
Additional shares | $ 1 |
Net tangible asset | 5 |
Reclassed to restricted cash | 5.4 |
Series A Preferred Stock [Member] | |
Restricted Cash (Details) [Line Items] | |
Additional shares | $ 1 |
Net tangible (in Dollars per share) | $ / shares | $ 10 |
Envoy Bridge Note, GAT Funding, LLC [Member] | |
Restricted Cash (Details) [Line Items] | |
Restricted cash | $ 4 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 1,227 | $ 1,010 |
Work-in-progress | 31 | 164 |
Finished goods | 139 | 121 |
Total | $ 1,397 | $ 1,295 |
Operating Leases (Details) - _S
Operating Leases (Details) - Schedule of Lease Costs - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Operating Leases (Details) - Schedule of Lease Costs [Line Items] | ||
Operating lease liabilities, net of current portion (related party) | $ 589 | |
Total | 589 | $ 690 |
Related Party [Member] | ||
Operating Leases (Details) - Schedule of Lease Costs [Line Items] | ||
Operating lease right-of-use assets (related party) | 494 | 577 |
Operating lease liability, current portion (related party) | 149 | 125 |
Operating lease liabilities, net of current portion (related party) | $ 440 | $ 565 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Operating Lease Cost - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Operating Lease Cost [Abstract] | ||
Operating lease cost | $ 97 | $ 97 |
Total | $ 97 | $ 97 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Other Supplemental Information - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Other Supplemental Information [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 113 | $ 111 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of Weighted Average | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Weighted Average [Abstract] | ||
Weighted-average remaining lease term - in years | 4 years 2 months 12 days | 4 years 10 months 24 days |
Weighted-average discount rate | 5% | 5% |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of Future Minimum Lease Payments $ in Thousands | Sep. 30, 2023 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
2023 (remaining) | $ 28 |
2024 | 162 |
2025 | 154 |
2026 | 155 |
2027 | 99 |
Total | 598 |
Less: Imputed interest | (9) |
Total | $ 589 |
Product Warranty Liability (Det
Product Warranty Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Warranty Liability [Abstract] | |
Estimated cost (in Dollars) | $ 6 |
Average battery life | 5 years |
Percentage of average patient life | 3.60% |
Discount rate | 5% |
Product Warranty Liability (D_2
Product Warranty Liability (Details) - Schedule of Changes in Warrant Liability - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Schedule of Changes in Warrant Liability [Abstract] | |||
Balance Beginning | $ 2,346 | $ 2,416 | $ 2,478 |
Utilization | (21) | (25) | (62) |
Balance Ending | 2,253 | 2,346 | $ 2,416 |
Reversal of product warranty accrual | $ (72) | $ (45) |
Convertible Notes Payable (Re_2
Convertible Notes Payable (Related Party) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 17, 2023 | Jun. 30, 2022 | Mar. 31, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Drawn amount | $ 10,000,000 | $ 10,000,000 | $ 2,000,000 | ||||
Convertible note | $ 59,000,000 | ||||||
Percentage of price per share | 80% | 80% | |||||
Borrowing capacity | $ 10,000,000 | $ 4,000,000 | $ 4,000,000 | ||||
Percentage of interest rate | 4.50% | ||||||
Maturity date | Dec. 31, 2025 | ||||||
Convertible note | $ 4,000,000 | $ 4,000,000 | |||||
Preferred Stock, conversion price (in Dollars per share) | $ 11.5 | $ 11.5 | |||||
Common Stock, conversion price (in Dollars per share) | $ 1 | ||||||
Net tangible assets | $ 5,000,000 | $ 5,000,000 | |||||
Series A Preferred Stock [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Preferred Stock, conversion price (in Dollars per share) | $ 10 | $ 10 | |||||
Envoy Bridge Note [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Drawn amount | $ 5,000,000 | ||||||
Convertible Note [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Principal amount | $ 4,000,000 | $ 4,000,000 | 59,700,000 | ||||
Undrawn principal amount | 5,000,000 | ||||||
New stock | $ 2,500,000 | $ 2,500,000 | |||||
Common stock per share (in Dollars per share) | $ 1 | $ 1 | |||||
2012 Convertible Note [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Percentage of interest per annum | 4.50% | ||||||
Price per share (in Dollars per share) | $ 1 | $ 1 | |||||
Percentage of price per share | 80% | 80% | |||||
2012 Convertible Note [Member] | Class A Common Stock [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 15.72 | $ 15.72 | |||||
2013 Convertible Notes [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Principal amount | $ 700,000 | ||||||
Percentage of interest per annum | 4.50% | ||||||
Price per share (in Dollars per share) | $ 1 | $ 1 | |||||
Percentage of price per share | 80% | 80% | |||||
2013 Convertible Notes [Member] | Class A Common Stock [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 15.72 | $ 15.72 | |||||
2013 Convertible Notes [Member] | Series A Preferred Stock [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Envoy Bridge Note [Member] | |||||||
Convertible Notes Payable (Related Party) (Details) [Line Items] | |||||||
Drawn amount | $ 3,000,000 | $ 3,000,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Apr. 17, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Common Stock (Details) [Line Items] | |||||
Shares issued | 425,606 | ||||
Purchase warrants | 8,695,000 | 1,150,000 | |||
Incurred expenses (in Dollars) | $ 100 | ||||
Change in fair value of warrant liability (in Dollars) | $ 92 | ||||
Shares converted | 70,000 | ||||
Conversion of shares issued | 2,702 | ||||
Warrants forfeited | 8,625,000 | ||||
Business combination shares classified as liability | 1,150,000 | ||||
Gain on warrant liability (in Dollars) | $ 200 | ||||
Sponsor [Member] | |||||
Common Stock (Details) [Line Items] | |||||
Shares issued | 1,000,000 | ||||
Class A Common Stock [Member] | |||||
Common Stock (Details) [Line Items] | |||||
Share authorized | 400,000,000 | 232,000,000 | |||
Common Stock Warrants (Related Party) [Member] | |||||
Common Stock (Details) [Line Items] | |||||
Change in fair value of warrant liability (in Dollars) | $ 100 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of Outstanding Common Stock Warrants | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Numbers of Shares Issuable | 8,695,000 |
2013 [Member] | |
Class of Warrant or Right [Line Items] | |
Numbers of Shares Issuable | 70,000 |
Exercise Price | $ / shares | $ 0.25 |
Classification | Equity |
Expiration Date | Nov-2023 |
2015 [Member] | |
Class of Warrant or Right [Line Items] | |
Numbers of Shares Issuable | 2,300,000 |
Exercise Price | $ / shares | $ 1 |
Classification | Equity |
Expiration Date | Nov-2025 |
2017 [Member] | |
Class of Warrant or Right [Line Items] | |
Numbers of Shares Issuable | 2,300,000 |
Exercise Price | $ / shares | $ 1 |
Classification | Equity |
Expiration Date | Aug-2027 |
2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Numbers of Shares Issuable | 805,000 |
Exercise Price | $ / shares | $ 1 |
Classification | Equity |
Expiration Date | Jan-2029 |
2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Numbers of Shares Issuable | 920,000 |
Exercise Price | $ / shares | $ 1 |
Classification | Equity |
Expiration Date | Dec-2029 |
2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Numbers of Shares Issuable | 1,150,000 |
Exercise Price | $ / shares | $ 1 |
Classification | Equity |
Expiration Date | Dec-2030 |
2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Numbers of Shares Issuable | 1,150,000 |
Exercise Price | $ / shares | $ 1 |
Classification | Liability |
Expiration Date | July-2032 |
Series A Preferred Stock (Detai
Series A Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock par value | $ 0.01 | |
Additional capital (in Dollars) | $ 1 | |
Preferred stock conversion price | $ 11.5 | |
Preferred stock outstanding | 15 | |
Original issuance price | $ 10 | |
Percentage of additional dividend | 12% | |
Dividend payments (in Dollars) | $ 5.4 | |
Net tangible assets (in Dollars) | $ 10 | |
Series A Preferred Stock [Member] | ||
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock authorized (in Shares) | 10,000,000 | 0 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Shares issued (in Shares) | 4,500,000 | 0 |
Additional capital (in Dollars) | $ 1 | |
Preferred stock price per share | $ 10 | |
Preferred stock conversion price | $ 10 | |
Original issuance price | 12% | |
Unpaid cash dividends | $ 10 | |
Redeemable Preferred Stock [Member] | ||
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock authorized (in Shares) | 10,000,000 | |
Class A Common Stock [Member] | ||
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock price per share | $ 15 | |
Preferred stock outstanding | $ 10 | |
Restated [Member] | ||
Series A Preferred Stock (Details) [Line Items] | ||
Preferred stock authorized (in Shares) | 100,000,000 |
Stock Options (Details)
Stock Options (Details) - 2003 Stock Option Plan [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock Options (Details) [Line Items] | ||
Shareholders reserved | 7,000,000 | |
Intrinsic value (in Dollars) | $ 0 | |
Common Stock [Member] | ||
Stock Options (Details) [Line Items] | ||
Common stock, authorized | 6,400,000 | |
Maximum [Member] | ||
Stock Options (Details) [Line Items] | ||
Common stock available issuance | 6,400,000 | |
Minimum [Member] | ||
Stock Options (Details) [Line Items] | ||
Common stock available issuance | 552,000 |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of Stock Option Activity - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Stock Option Activity [Abstract] | ||
Options, Opening Balance | 263,000 | |
Weighted-average Exercise Price per Option, Opening Balance | $ 1.25 | |
Weighted-average Remaining Contractual Term, Opening Balance | 1 year 3 days | |
Intrinsic Value, Opening Balance | ||
Options, Ending Balance | ||
Weighted-average Exercise Price per Option, Ending Balance | ||
Weighted-average Remaining Contractual Term, Ending Balance | ||
Intrinsic Value, Ending Balance | ||
Options, Exersisable and vested | ||
Weighted-average Exercise Price per Option, Exersisable and vested | ||
Weighted-average Remaining Contractual Term, Exersisable and vested | ||
Intrinsic Value, Exersisable and vested |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transactions [Abstract] | ||
Lease liability due | $ 0.6 | $ 0.6 |
Notes payable | $ 4 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Commitments And Contingencies [Abstract] | |
Litigation costs | $ 50 |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details) - Schedule of Basic and Diluted Loss Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income (loss) | $ 1,563 | $ (1,339) | $ (25,027) | $ (4,446) |
Less: Cumulative undeclared preferred dividends and undistributed earnings allocated to participating securities, basic | (230) | |||
Net income (loss) attributable to common stockholders, basic | 1,360 | (1,339) | (25,027) | (4,446) |
Less: Undistributed earnings allocated to participating securities, diluted | (159) | |||
Net income (loss) attributable to common stockholders, diluted | $ 1,404 | $ (1,339) | $ (25,027) | $ (4,446) |
Denominator: | ||||
Weighted average common stock outstanding, basic (in Shares) | 10,214,183 | 10,123,187 | 10,153,564 | 10,123,187 |
Net income (loss) per share attributable to common stockholders, basic (in Dollars per share) | $ 0.13 | $ (0.13) | $ (2.46) | $ (0.44) |
Weighted average common stock outstanding, diluted (in Shares) | 11,215,068 | 10,123,187 | 10,153,564 | 10,123,187 |
Net income (loss) per share attributable to common stockholders, diluted (in Dollars per share) | $ 0.13 | $ (0.13) | $ (2.46) | $ (0.44) |
Net Income (Loss) per Share (_2
Net Income (Loss) per Share (Details) - Schedule of Potentially Dilutive Securities Have Been Excluded From the Computation of Diluted Net - shares | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of Potentially Dilutive Securities Have Been Excluded From the Computation of Diluted Net [Abstract] | |||
Stock options | 263,000 | 263,000 | |
Series A Preferred Stock (as converted to common stock) | 3,913,043 | ||
Warrants to purchase common stock | 14,166,666 | ||
Contingent Sponsor Shares | 1,000,000 | ||
Total | 19,079,709 | 263,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Oct. 15, 2023 $ / shares shares |
Subsequent Events (Details) [Line Items] | |
Granted shares (in Shares) | 1,938,409 |
Exercise price (in Dollars per share) | $ / shares | $ 2.4 |
Stock option share (in Shares) | 720,505 |
Received stock options rate | 25% |
Stock option rate | 75% |
Minimum [Member] | |
Subsequent Events (Details) [Line Items] | |
Received stock options rate | 25% |
Median [Member] | |
Subsequent Events (Details) [Line Items] | |
Received stock options rate | 50% |
Maximum [Member] | |
Subsequent Events (Details) [Line Items] | |
Received stock options rate | 75% |